If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (
Act
), or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of
Reporting Persons
210/GSB Acquisition Partners, LLC
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2.
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|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
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Sole Voting Power
0
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8.
|
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Shared Voting Power
3,768,900 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,768,900 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
17.3% (2)
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14.
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Type of Reporting Person (See
Instructions)
OO
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(1)
|
210/GSB Acquisition Partners, LLC (
GSB Acquisition
) holds directly 3,768,900 shares of common stock of GlobalSCAPE, Inc. (the
Issuer
). GSB Acquisition is managed by
its sole member, 210 Capital, LLC (
210 Capital
), which is managed by its members Covenant RHA Partners, L.P. (
RHA Partners
) and CCW/LAW Holdings, LLC (
CCW Holdings
). C.
Clark Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, Inc. (
RHA Investments
), and Robert H. Alpert has the power to
direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, GSB Acquisition may be deemed to share voting and dispositive power with 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over
the shares of the Issuers common stock that it holds.
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(2)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
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Names of
Reporting Persons
210 Capital, LLC
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2.
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|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
|
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Sole Voting Power
0
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8.
|
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Shared Voting Power
3,768,900 (1)
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9.
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Sole Dispositive Power
0
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10.
|
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Shared Dispositive Power
3,768,900 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1)
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12.
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|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.3% (2)
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14.
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Type of Reporting Person (See
Instructions)
OO
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(1)
|
GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the
power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder.
Accordingly, 210 Capital may be deemed to share voting and dispositive power with GSB Acquisition, CCW Holdings, RHA Partners, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuers common stock that GSB Acquisition holds.
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(2)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
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Names of
Reporting Persons
Covenant RHA Partners, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
0
|
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8.
|
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Shared Voting Power
3,768,900 (1)
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9.
|
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Sole Dispositive Power
0
|
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10.
|
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Shared Dispositive Power
3,768,900 (1)
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1)
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12.
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|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.3% (2)
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14.
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Type of Reporting Person (See
Instructions)
PN
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(1)
|
GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the
power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder.
Accordingly, RHA Partners may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuers common stock that GSB Acquisition holds.
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(2)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
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Names of
Reporting Persons
CCW/LAW Holdings, LLC
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2.
|
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
|
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Source of Funds (See Instructions)
OO
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5.
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
|
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
0
|
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8.
|
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Shared Voting Power
3,768,900 (1)
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9.
|
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Sole Dispositive Power
0
|
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10.
|
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Shared Dispositive Power
3,768,900 (1)
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1)
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
|
|
Percent of Class Represented by Amount
in Row (11)
17.3% (2)
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14.
|
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Type of Reporting Person (See
Instructions)
OO
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(1)
|
GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the
power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder.
Accordingly, CCW Holdings may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, RHA Partners, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuers common stock that GSB Acquisition holds.
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(2)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
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Names of
Reporting Persons
RHA Investments, Inc.
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2.
|
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
|
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Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
0
|
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8.
|
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Shared Voting Power
4,000,400 (1) (2)
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9.
|
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Sole Dispositive Power
0
|
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10.
|
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Shared Dispositive Power
4,000,400 (1) (2)
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,400 (1) (2)
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
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Percent of Class Represented by Amount
in Row (11)
18.4% (3)
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14.
|
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Type of Reporting Person (See
Instructions)
CO
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(1)
|
GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the
power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder.
Accordingly, RHA Investments may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Partners, Mr. Alpert and Mr. Webb over the shares of the Issuers common stock that GSB Acquisition holds.
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(2)
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ACM holds directly 231,500 shares of common stock of the Issuer. RHA Investments is the general partner and has the power to direct the affairs of ACM. Mr. Alpert has the power to direct the affairs of RHA Investments
as its President and sole shareholder. Accordingly, RHA Investments may be deemed to share voting and dispositive power with Mr. Alpert over the shares of the Issuers common stock that ACM holds.
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(3)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
|
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Names of
Reporting Persons
Atlas Capital Management, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
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SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
|
|
Citizenship or Place of
Organization
Texas
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
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8.
|
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Shared Voting Power
231,500
(
1
)
|
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9.
|
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Sole Dispositive Power
0
|
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10.
|
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Shared Dispositive Power
231,500
(
1
)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
231,500
(
1
)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.1% (2)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
ACM holds directly 231,500 shares of common stock of the Issuer. ACM is managed by its general partner, RHA Investments. Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole
shareholder. Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with RHA Investments over the shares of the Issuers common stock that ACM holds.
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(2)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
|
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Names of
Reporting Persons
Robert H. Alpert
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2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
4,000,400 (1) (2)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
4,000,400 (1) (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,400 (1) (2)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
18.4% (3)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the
power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder.
Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Partners, RHA Investments and Mr. Webb over the shares of the Issuers common stock that GSB Acquisition holds.
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(2)
|
ACM holds directly 231,500 shares of common stock of the Issuer. ACM is managed by its general partner, RHA Investments. Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole
shareholder. Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with RHA Investments over the shares of the Issuers common stock that ACM holds.
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(3)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
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1.
|
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Names of
Reporting Persons
C. Clark Webb
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
PF
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
231,507
|
|
8.
|
|
Shared Voting Power
3,768,900 (1)
|
|
9.
|
|
Sole Dispositive Power
231,507
|
|
10.
|
|
Shared Dispositive Power
3,768,900 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,407 (1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
18.4% (2)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer and Mr. Webb holds directly 231,507 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which
is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to
direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Webb may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Partners, RHA Investments and Mr. Alpert over
the shares of the Issuers common stock that GSB Acquisition holds.
|
(2)
|
The percentage is calculated based upon 21,793,131 shares of the Issuers common stock issued and outstanding as of June 1, 2018, as disclosed in the amendment to the Issuers Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on June 14, 2018.
|
This Amendment No. 3 to Schedule 13D (this
Amendment
) relates to shares of common
stock (the
Common Stock
) of GlobalSCAPE, Inc., a Delaware corporation (the
Issuer
). This Amendment amends the Schedule 13D filed with the Securities and Exchange Commission by and on behalf of the
Reporting Persons (as defined below). Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D filed with the
Securities and Exchange Commission.
Item 3. Source and Amount of Funds or other Consideration
Item 3 is hereby amended and supplemented as follows:
In open market purchases on August 18, 2017, August 21, 2017 and August 22, 2017, GSB Acquisition acquired an
aggregate of 52,100 shares of Common Stock for aggregate consideration of approximately $200,958 in cash (excluding commissions and other transaction fees) using working capital.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each
Reporting Person are stated in Items 11 and 13 on the cover page(s) hereto.
Each of 210 Capital, RHA Partners, CCW Holdings, RHA
Investments, Mr. Alpert and Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, the beneficial owner of any securities directly held by GSB Acquisition covered by this Schedule 13D. Each of RHA Investments and Mr. Alpert declares that neither the filing of this Schedule 13D nor anything herein shall be construed
as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities directly held by ACM covered by this Schedule 13D.
(b) Number of shares as to which each Reporting Person has:
|
(i)
|
sole power to vote or to direct the vote:
|
See Item 7 on the cover page(s) hereto.
|
(ii)
|
shared power to vote or to direct the vote:
|
See Item 8 on the cover page(s) hereto.
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
See Item 9 on the cover page(s)
hereto.
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
See Item 10 on the cover
page(s) hereto.
GSB Acquisition is the direct beneficial owner of 3,768,900 shares of the Issuers Common Stock covered by this
Schedule 13D. Mr. Webb is the direct beneficial owner of 231,507 shares of the Issuers Common Stock covered by this Schedule 13D and ACM is the direct beneficial owner of 231,500 shares of the Issuers Common Stock covered by this
Schedule 13D. GSB Acquisition, Mr. Webb and ACM, as applicable, have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the respective shares of Common Stock of the Issuer that they directly own.
As sole member of GSB Acquisition, 210 Capital may be deemed to have the power to vote or to direct the vote of (and the power to dispose
or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition. 210 Capital does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock
of the Issuer beneficially owned by GSB Acquisition.
As members of 210 Capital, each of RHA Partners and CCW Holdings may be deemed to have the power
to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition. Neither RHA Partners nor CCW Holdings own any shares of Common Stock of the
Issuer directly and each of RHA Partners nor CCW Holdings disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition.
As sole member of CCW Holdings, Mr. Webb may be deemed to have the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition. Mr. Webb holds 231,507 shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of
the Issuer beneficially owned by GSB Acquisition.
As general partner of RHA Partners and ACM, RHA Investments may be deemed to have the
power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM. RHA Investments does not own any shares of Common Stock of the
Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM.
As President and sole shareholder of RHA Investments, Mr. Alpert may be deemed to have the power to vote or to direct the vote of (and
the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM. Mr. Alpert does not own any shares of Common Stock of the Issuer directly and disclaims beneficial
ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM.
As of the time of filing on
June 22, 2018, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.
(c)
Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its
entirety as follows:
See Item 4 for a description of the Stock Purchase Agreement, which such description is incorporated
herein by reference. The Stock Purchase Agreement is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Pursuant to
Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into the Joint Filing Agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto. The Joint Filing Agreement is attached hereto as
Exhibit 99.3 and incorporated herein by reference.
On June 14, 2018, the Board of Directors of the Issuer appointed Messrs. Alpert
and Webb as new members of the Issuers Board of Directors, with such appointments to be effective immediately. As non-employee directors, Messrs. Alpert and Webb will each receive a $5,500 monthly retainer for service on the Board and will
also each participate in, and receive stock-based compensation under, the GlobalSCAPE, Inc. 2015 Non-Employee Directors Long-Term Equity Incentive Plan, which was filed with the Securities and Exchange Commission by the Issuer on April 2, 2018
as Appendix A to the Issuers Definitive Proxy Statement. In connection with Messrs. Alpert and Webb participating in, and receiving stock-based compensation under, the GlobalSCAPE, Inc. 2015 Non-Employee Directors Long-Term Equity Incentive
Plan, the Issuer and Messrs. Alpert and Webb will enter into the Issuers standard restricted stock award agreement, the form of which was filed with the Securities and Exchange Commission by the Issuer on May 18, 2015 as Exhibit 10.2 to
the Issuers Current Report on Form 8-K. In addition, in connection with the appointments, the Issuer and Messrs. Alpert and Webb will enter into the Issuers standard indemnification agreement for directors, the form of which was filed
with the Securities and Exchange Commission by the Issuer on May 18, 2015 as Exhibit 10.1 to the Issuers Current Report on Form 8-K.
Except as otherwise described herein, in the Stock Purchase Agreement attached hereto as Exhibit 99.2, in the Joint Filing Agreement attached
hereto as Exhibit 99.3, in the Issuers 2015 Non-Employee Directors Long-Term Equity Incentive Plan attached hereto as Exhibit 99.4, in the Issuers standard restricted stock award agreement attached hereto as Exhibit 99.5 or in the
Issuers standard indemnification agreement for directors attached hereto as Exhibit 99.6, no Reporting Person has any contract, agreement, understanding or relationship with respect to the Common Stock of the Issuer or any other securities of
the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety as follows:
The following exhibits are filed as exhibits hereto:
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Exhibit
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Description of Exhibit
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99.2
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Stock Purchase Agreement, dated as of January 9, 2017, by and among 210/GSB Acquisition Partners, LLC, Thomas W. Brown and David L. Mann (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of GlobalSCAPE,
Inc. filed with the SEC on January 9, 2017).
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99.3
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Joint Filing Agreement (incorporated by reference to Exhibit 99.3 to the Amendment to Schedule 13D filed with the SEC on March 6, 2017).
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99.4
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GlobalSCAPE, Inc. 2015 Non-Employee Directors Long-Term Equity Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement of GlobalSCAPE, Inc. filed with the SEC on April 2, 2015).
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99.5
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Form of Restricted Stock Award Agreement pursuant to the GlobalSCAPE, Inc. 2015 Non-Employee Directors Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of GlobalSCAPE, Inc.
filed with the SEC on May 18, 2015).
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99.6
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GlobalSCAPE, Inc. Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of GlobalSCAPE, Inc. filed with the SEC on May 18, 2015).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 22, 2018
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210/GSB ACQUISITION PARTNERS, LLC
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By:
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210 Capital, LLC
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Its:
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Sole Member
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By:
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Covenant RHA Partners, L.P.
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Its:
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Member
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By:
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RHA Investments, Inc.
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Its:
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General Partner
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By:
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/s/ Robert H. Alpert
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Name:
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Robert H. Alpert
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Title:
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President
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By:
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CCW/LAW Holdings, LLC
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Its:
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Member
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By:
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/s/ C. Clark Webb
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Name:
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C. Clark Webb
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Title:
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Sole Member
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210 CAPITAL, LLC
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By:
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Covenant RHA Partners, L.P.
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Its:
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Member
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By:
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RHA Investments, Inc.
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Its:
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General Partner
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By:
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/s/ Robert H. Alpert
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Name:
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Robert H. Alpert
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Title:
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President
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By:
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CCW/LAW Holdings, LLC
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Its:
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Member
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By:
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/s/ C. Clark Webb
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Name:
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C. Clark Webb
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Title:
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Sole Member
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COVENANT RHA PARTNERS, L.P.
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By:
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RHA Investments, Inc.
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Its:
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General Partner
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By:
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/s/ Robert H. Alpert
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Name:
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Robert H. Alpert
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Title:
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President
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CCW/LAW HOLDINGS, LLC
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By:
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/s/ C. Clark Webb
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Name:
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C. Clark Webb
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Title:
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Sole Member
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RHA INVESTMENTS, INC.
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By:
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/s/ Robert H. Alpert
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Name:
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Robert H. Alpert
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Title:
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President
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/s/ Robert H. Alpert
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ROBERT H. ALPERT
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/s/ C. Clark Webb
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C. CLARK WEBB
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ATLAS CAPITAL MANAGEMENT, L.P.
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By:
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RHA Investments, Inc.
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Its:
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General Partner
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By:
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/s/ Robert H. Alpert
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Name:
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Robert H. Alpert
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Title:
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President
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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99.2
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Stock Purchase Agreement, dated as of January 9, 2017, by and among 210/GSB Acquisition Partners, LLC, Thomas W. Brown and David L. Mann (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of GlobalSCAPE,
Inc. filed with the SEC on January 9, 2017).
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99.3
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Joint Filing Agreement (incorporated by reference to Exhibit 99.3 to the Amendment to Schedule 13D filed with the SEC on March 6, 2017).
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99.4
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GlobalSCAPE, Inc. 2015 Non-Employee Directors Long-Term Equity Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement of GlobalSCAPE, Inc. filed with the SEC on April 2, 2015).
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99.5
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Form of Restricted Stock Award Agreement pursuant to the GlobalSCAPE, Inc. 2015 Non-Employee Directors Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of GlobalSCAPE, Inc.
filed with the SEC on May 18, 2015).
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99.6
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GlobalSCAPE, Inc. Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of GlobalSCAPE, Inc. filed with the SEC on May 18, 2015).
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