* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Received in exchange for 659,000 Class B Non-Voting common stock of UCC Capital Corp. ("Capital") and 11.11 shares of common stock of UCC Consulting Corp. ("Consulting," and with Capital, "UCC") in connection with the closing of the merger of Capital and Consulting into a wholly owned subsidiary of NexCen Brands, Inc. (the "Merger") pursuant to the terms of a merger agreement dated June 6, 2006 (the "Merger Agreement"). |
(2) |
The reporting person acquired these shares on June 6, 2006, as consideration in the Merger. The Merger Agreement provides that the former securityholders of UCC will receive up to an additional 1,600,000 shares of NexCen Brands, Inc. common stock in two tranches based upon certain performance targets set forth in the Merger Agreement. The reporting person?s right to receive his pro rata share of the additional shares pursuant to the earn-out right became fixed and irrevocable on June 6, 2006, the effective date of the Merger. |
(3) |
These shares were issued on June 6, 2006, at the closing of the Merger. Until and unless earned, the shares are being held in escrow and are subject to forfeiture if the performance targets are not met within the earn-out period. |
(4) |
The stock options will vest and become exercisable in equal amounts on the first, second and third anniversaries of the grant date (June 6, 2006), provided that the reporting person is then employed by NexCen Brands, Inc. on each vesting date and the vesting is not otherwise accelerated pursuant to the terms thereof. |