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TIX CORPORATION ("TIX")
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STIPULATION DOCKET NO. ST-2008-7492-S |
WHEREAS, the Banking Commissioner (“Commissioner”) is responsible for administering Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies promulgated under the Act (“Regulations”);
WHEREAS, Tix, a Delaware corporation with its principal place of business at 12001 Ventura Place, Studio City, California, is an issuer of securities, specifically units consisting of both common stock and warrants (“Units”);
WHEREAS, Davidson, an individual whose address last known to the Commissioner is 36 Candlewyck Drive, Henderson, Nevada, is a manager and member of ARD Partners, LLC, a Florida limited liability company;
WHEREAS, on December 27, 2007, the Securities and Business Investments Division (“Division”) of the Department of Banking (“Department”) received from Tix a Rule 506 notice filing pursuant to Section 36b-21(e) of the Act. Such notice filing disclosed prior sales of the Units in the State of Connecticut but failed to identify the individual or entity responsible for the Connecticut sales;
WHEREAS, on February 7, February 8, and April 24, 2008, in response to a request for information from the Division, counsel for Tix disclosed that Tix had paid a twelve (12) percent finder’s fee to ARD, on behalf of Davidson, in connection with sales of the Units in Connecticut;
WHEREAS, the Division ascertained that Davidson was not registered as an agent of issuer or as a broker-dealer under the Act;
WHEREAS, the Commissioner acknowledges that, upon being notified of the Division’s concerns, the parties hereto cooperated with the Division in providing requested information;
WHEREAS, Tix and Davidson desire to resolve the matters described herein informally, and, without either admitting or denying the truth of the Commissioner’s allegations set forth hereinabove, voluntarily enter into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;
AND WHEREAS, Tix and Davidson, through their execution of this Stipulation and Agreement, voluntarily waive any rights each has to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement.
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
| 1. | Tix represents and agrees that it will refrain from engaging an unregistered broker-dealer or employing an unregistered agent of issuer in connection with future offers or sales of securities in or from the State of Connecticut; |
| 2. | No later than the date this Stipulation and Agreement is executed by the Commissioner, Tix shall remit to the Department, by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of One Thousand Five Hundred Dollars ($1,500) as an administrative fine; |
| 3. | Davidson represents and agrees that he shall refrain from transacting business as an agent or a broker-dealer in connection with the offer or sale of securities in or from the State of Connecticut unless registered under Section 36b-6(a) of the Act or subject to a definitional exclusion under Section 36b-3 of the Act; |
| 4. | No later than the date this Stipulation and Agreement is executed by the Commissioner, Davidson shall pay to the Department, by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of One Thousand Five Hundred Dollars ($1,500) as an administrative fine; |
| 5. | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against any of the parties hereto, their officers, agents, employees and representatives based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by Tix or Davidson and reflected herein is subsequently determined to be untrue; and |
| 6. | This Stipulation and Agreement shall become binding when executed by all parties hereto. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
________/s/_________
Howard F. Pitkin
Banking Commissioner
Dated at Hartford, Connecticut,
this 15th day of October 2009.
I, Matthew Natalizio, state on behalf of Tix Corporation, that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Tix Corporation; that Tix Corporation agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Tix Corporation voluntarily consents to the issuance of this Stipulation and Agreement, expressly waiving any right to a hearing on the matters described herein.
By: ________/s/____________________
Name: Matthew Natalizio
Title: CFO
Tix Corporation
[CALIFORNIA JURAT PROVIDED]
_______________/s/_______________________
Notary Public
My Comm. Expires: Dec 10, 2009
I, Alan R. Davidson, state that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and I voluntarily consent to the issuance of this Stipulation and Agreement, expressly waiving any right to a hearing on the matters described herein.
_____/s/__________
Alan R. Davidson
State of: Nevada
County of: Clark
On this the 2 day of Sept 2009, before me, Andrew J. Fusco, the undersigned officer, personally appeared Alan R. Davidson, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand.
__________________________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires: 5/14/11