2. AMENDMENT OF PURCHASE AGREEMENT. Effective upon the date all the ------------------------------- conditions set forth in Section 3 hereof are satisfied (the "Amendment Date"), -------------- which conditions must be satisfied no later than November...
EXHIBIT 10.34
PHYSICIAN HEALTH CORPORATION
AMENDMENT NO. 2 TO
SECURITIES PURCHASE AGREEMENT
-----------------------------
THIS AGREEMENT, dated as of October __, 1997, is among Physician Health
Corporation, a Delaware corporation (the "Company"), Weston Presidio Capital II,
-------
L.P. ("WPC"), BancBoston Investments Inc., Mercury Asset Management plc, on
---
behalf of Rowan Nominees Limited, NatWest Ventures Investments Limited, St. ▇▇▇▇
Venture Capital IV, LLC, Partech U.S. Partners III C.V., U.S. Growth Fund
Partners C.V., Axa U.S. Growth Fund LLC, Double Black Diamond II LLC, Almanori
Limited, Multinvest Limited and National City Venture Corporation (individually
an "Investor" and collectively with WPC, the "Investors"). The parties agree as
------- ---------
follows:
1. PURCHASE AGREEMENT; DEFINITIONS. This Agreement amends the Securities
-------------------------------
Purchase Agreement dated as of June 16, 1997 (the "Purchase Agreement"), as
------------------
amended to date, among the Company, WPC and the other Investors signing below.
Capitalized terms not otherwise defined in this Agreement are used as defined in
the Purchase Agreement.
2. AMENDMENT OF PURCHASE AGREEMENT. Effective upon the date all the
-------------------------------
conditions set forth in Section 3 hereof are satisfied (the "Amendment Date"),
--------------
which conditions must be satisfied no later than November 30, 1997, the Purchase
Agreement is amended as follows:
2.1. Amendment of Section 1.1. The proviso at the end of Section 1.1 of
------------------------
the Purchase Agreement is amended to read in its entirety as follows:
"provided, however, that neither the Investors, nor Banque Paribas
-------- -------
or its affiliates, nor Paribas Capital Funding or its affiliates, nor
any other bank party to the Senior Loan Agreement or the Subordinated
Loan Agreement or its affiliates, shall be Affiliates of the Company
for the purposes of this Agreement."
2.2. Amendment of Section 1.37. The definition of "Investor Agreements"
-------------------------
in Section 1.37 of the Purchase Agreement is amended to read in its entirety as
follows:
"1.3.7. "Investor Agreements" means this Agreement, the
-------------------
Certificate of Designation, the Stockholders Agreement, the
Registration Rights Agreement,
the Warrants, the Equity Call Agreement, the Warrant and Preferred
Stock Commitment dated as of September 12, 1997 among the Company,
WPC and certain other parties, any other agreement or instrument
entered into between the Company and the Investors and any amendment
or modification to any of the foregoing."
2.3. Amendment of Section 1.62. The definition of "Required Holders" in
-------------------------
Section 1.62 of the Purchase Agreement is amended to read in its entirety as
follows:
"1.62. "Required Holders" means the holders at the relevant
----------------
time (excluding the Company or any of its Subsidiaries) of at least
two-thirds of the voting power of all outstanding Preferred Stock and
Warrants (calculated to give pro forma effect to the conversion of
all Preferred Stock and the exercise of all Warrants) issued pursuant
to this Agreement and the Paribas Purchase Agreement, voting together
as a single class."
2.4. Amendment of Section 1. Section 1 of the Purchase Agreement is
----------------------
amended by:
(a) adding immediately after Section 1.22 a new Section 1.22A to
read in its entirety as follows:
"1.22A. "DVI Senior Loan Agreement" is defined in Section
-------------------------
4.1.3."
(b) adding immediately after Section 1.47 a new Section 1.47A, a
new Section 1.47 B and a new Section 1.47C to read in their entirety as follows:
"1.47A. "Paribas Purchase Agreement" is defined in Section
--------------------------
4.1.8.
1.47B. "Paribas Senior Loan Agreement" is defined in
-----------------------------
Section 4.1.3.
1.47C. "PCF Warrant Agreement" means the Warrant Agreement
---------------------
dated as of October __, 1997 between the Company and Paribas Capital
Funding LLC.
(c) adding immediately after Section 1.74 a new Section 1.74A to
read in its entirety as follows:
"1.74A. "Subordinated Loan Agreement" is defined in Section
---------------------------
4.1.7."
2.5. Amendment of Section 2.4. Section 2.4 of the Purchase Agreement is
------------------------
amended to read in its entirety as follows:
-2-
"2.4. Second Closing. The Second Closing of the purchase and
--------------
sale of Investor Securities (the "Second Closing") shall take place
--------------
in Boston, Massachusetts at the offices of Ropes & ▇▇▇▇ on or prior
to July 31, 1997 or on such other date as the Company and the
Required Holders may agree upon (the "Second Closing Date"). At the
-------------------
Second Closing the Company will deliver to the Investors certificates
evidencing the respective Investor Securities set forth in Exhibit 1
for the Second Closing against the Investors' deposit of the purchase
price therefor into an interest bearing account with the Company's
principal depository bank as specified by the Company."
2.6. Amendment of Section 4.1.3. Section 4.1.3 of the Purchase Agreement
--------------------------
is amended to read in its entirety as follows:
"4.1.3. Loan and Security Agreements dated as of June 16, 1997
among the Company, MHOA Texas I, LLC and DVI Financial Services, Inc.
(the "DVI Senior Loan Agreement"), as well as the Credit Agreement
-------------------------
dated as of October __, 1997 among the Company, the financial
institutions party thereto from time to time and Banque Paribas, as
Agent (the "Paribas Senior Loan Agreement") (collectively, the
-----------------------------
"Senior Loan Agreement")."
---------------------
2.7. Amendment of Section 4.1. Section 4.1 of the Purchase Agreement is
------------------------
amended by adding immediately after Section 4.1.6 a new Section 4.1.7 and a new
Section 4.1.8 to read in their entirety as follows:
"4.1.7. Senior Subordinated Loan Agreement dated as of October
__, 1997, among the Company, PHC Holding Corporation, the lenders
party thereto and Paribas Capital Funding LLC (the "Subordinated Loan
-----------------
Agreement").
---------
"4.1.8. Securities Purchase Agreement dated as of October __,
1997 between the Company and Paribas Principal Incorporated (the
"Paribas Purchase Agreement"). "
--------------------------
2.8. Amendment of Section 5.6.3. Section 5.6.3 of the Purchase Agreement
--------------------------
is amended to read in its entirety as follows:
"5.6.3. Indebtedness specifically contemplated by the Investor
Agreements or Material Agreements as in effect on the date hereof and
indebtedness under the Senior Loan Agreement or the Subordinated Loan
Agreement."
2.9. Amendment of Section 5.14(c)(i). Section 5.14(c)(i) of the Purchase
-------------------------------
Agreement is amended to read in its entirety as follows: "(i) issuance of
shares of Common Stock upon
-3-
conversion of shares of Non-Voting Common Stock, Prime Common Stock, Class A
Stock or Preferred Stock;"
2.10. Amendment of Section 5.14(c)(iii). Section 5.14(c)(iii) of the
---------------------------------
Purchase Agreement is amended to read in its entirety as follows: "(iii)
issuance of shares of Common Stock upon exercise or conversion of warrants
issued under this Agreement, the DVI Senior Loan Agreement, the Paribas Purchase
Agreement, the PCF Warrant Agreement or the Class A Stock and Warrant Purchase
Agreement and".
2.11. Amendment of Section 5.14(c)(iv). Section 5.14(c)(iv) of the
--------------------------------
Purchase Agreement is amended to read in its entirety as follows: "(iv) shares
of Common Stock or Prime Common Stock issued in connection with acquisitions
permitted by Section 5.9.2."
2.12. Amendment of Section 5.10.1. Section 5.10.1 of the Purchase
---------------------------
Agreement is amended to read in its entirety as follows:
"5.10.1. Any Subsidiary may make Distributions to the
Company or to any wholly owned Subsidiary which is its immediate
parent, or to any other Subsidiary to the extent permitted by the
Senior Loan Agreement."
2.13. Amendment of Section 5.10.5. Section 5.10.5 of the Purchase
---------------------------
Agreement is amended to read in its entirety as follows:
"5.10.5 The Company may make mandatory redemptions of Class
A Stock and may pay dividends on the Class A Stock in additional
shares of Class A Stock, to the extent required by its Charter, as
now in effect. Prior to January 1, 2003, the Company may pay cash
dividends on the Class A Stock if and only if payment of such cash
dividends is consented to by the Required Holders. After January 1,
2003, the Company may pay cash dividends on the Class A Stock only
to the extent that such dividends accrue after January 1, 2003. The
Company may redeem the warrants held by NationsCredit Commercial
Corporation and the Warrants and the Warrant Shares (as such terms
are defined in the PCF Warrant Agreement)."
2.14. Amendment of Section 5.15. Section 5.15 of the Purchase Agreement
-------------------------
is amended so that the second sentence thereof reads in its entirety as follows:
"Except to the extent prohibited by the Company's principal senior
bank facility, the Senior Loan Agreement or the Subordinated Loan
Agreement, each as from time to time in effect, neither the Company
nor any of its Subsidiaries shall remain or become a party to or be
bound by any agreement, deed, lease or other instrument which
imposes any restriction or limitation on Distributions that are
required to be made by the Company on or in respect of the Investor
-4-
Securities or which restricts the ability of the Company's
Subsidiaries to pay dividends or to make advances to the Company;
provided, however, that the Company and its Subsidiaries may become
-------- -------
and remain party to the Material Agreements as in effect on the date
hereof, with such changes therein as the Required Holders may agree
to in writing, and may perform their respective obligations
thereunder to the extent not otherwise inconsistent with the
Investor Agreements."
2.15. Amendment of Section 5.18.2. The last sentence of Section 5.18.2 of
---------------------------
the Purchase Agreement is amended to read in its entirety as follows:
"The Company agrees that (a) any diversion of the proceeds from
their intended use as specified in Section 2.6 or (b) the Company's
becoming ineligible as a "small business concern" by reason of a
change in the Company's business activity within one year from the
Second Closing Date, shall entitle any Investor that constitutes an
SBIC, upon demand, and in addition to any other remedies that may
exist, upon the Cash Payment Date (as defined in the Certificate of
Designation), to immediate rescission of this Agreement and
repayment in full of the funds invested by it hereunder as
contemplated by 13 CFR (S) 107.305 and 13 CFR (S) 107.706."
2.16. Amendment of Exhibit 1. Exhibit 1 to the Purchase Agreement is
----------------------
amended to read in its entirety as Exhibit 1 attached hereto.
2.17. Amendment of Exhibit 4.3.1. Exhibit 4.3.1 to the Purchase Agreement
--------------------------
is amended to read in its entirety as Exhibit 4.3.1 attached hereto.
3. CONDITIONS. The effectiveness of this Agreement shall be subject to
----------
the satisfaction of the following conditions, which conditions must be satisfied
prior to November 30, 1997 or this Agreement shall terminate:
3.1. Closing Under Paribas Documents. The Company and all other parties
-------------------------------
thereto shall have duly authorized, executed and delivered (in substantially the
form previously furnished by the Company to the Investors), and the Company
shall have received the proceeds contemplated by such agreements:
(a) the Paribas Senior Loan Agreement;
(b) the Subordinated Loan Agreement;
(c) the Paribas Purchase Agreement; and
(d) the PCF Warrant Agreement.
-5-
3.2. Execution of Other Documents. The Company and all other parties
----------------------------
thereto shall have duly authorized, executed and delivered (in substantially the
form previously furnished by the Company to the Investors):
(a) the Amendment and Joinder to the Second Amended Stockholders
Agreement dated as of October __, 1997, among the Company, PPI,
Paribas Capital Funding LLC, the Investors and certain other
stockholders of the Company;
(b) the Joinder to the Equity Call Agreement dated as of October
__, 1997, among the Company, PPI, the Investors and certain
other stockholders of the Company;
(c) Amendment No. 2 to the Escrow Agreement dated October __, 1997,
among the Company, PPI, the Investors and certain other
stockholders of the Company;
(d) the Amended and Restated Registration Rights Agreement dated as
of October __, 1997, among the Company, the Investors and
certain other stockholders thereof of the Company; and
(e) contemporaneously with the application of proceeds contemplated
by Section 3.1, confirmation that the Continuing Limited
Guaranty Agreement from Western Presidio Capital, L.P. to
Southwest Bank of St. Louis dated as of September 12, 1997 has
been terminated.
3.3. Legal Opinion. On the Amendment Date, the Investors shall have
-------------
received from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for the Company and the
Subsidiaries, their opinion with respect to the transactions contemplated by
this Agreement, which opinion shall be in form and substance satisfactory to the
Investors. The Company authorizes and directs its counsel to furnish the
foregoing opinion.
4. GENERAL. Except to the extent expressly amended hereby, the provisions
-------
of the Purchase Agreement shall remain unmodified and are confirmed as being in
full force and effect. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement, the Purchase Agreement and the other items referred to herein or
therein constitute the entire understanding of the parties hereto with respect
to the subject matter hereof and thereof and supersede all present and prior
agreements, whether written or oral. This Agreement is intended to take effect
as a sealed instrument and may be executed in any number of counterparts, which
together shall constitute one instrument and shall be governed by and construed
in accordance with the laws (other than the conflict of laws rules) of The
Commonwealth of Massachusetts, and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
-6-
The undersigned have executed this Agreement under seal as of the date
first above written.
PHYSICIAN HEALTH CORPORATION
By
------------------------------------
Title:
WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL
MANAGEMENT II, L.P.
By
------------------------------------
General Partner
BANCBOSTON INVESTMENTS INC.
By
------------------------------------
Title:
MERCURY ASSET MANAGEMENT plc, on
behalf of ROWAN NOMINEES LIMITED
By:
-----------------------------------
Title:
NATWEST VENTURES INVESTMENTS LIMITED
By:
-----------------------------------
Title:
-7-
ST. ▇▇▇▇ VENTURE CAPITAL IV, LLC
By:
-----------------------------------
Title:
PARTECH U.S. PARTNERS III C.V.
By:
-----------------------------------
Title:
U.S. GROWTH FUND PARTNERS C.V.
By:
-----------------------------------
Title:
AXA U.S. GROWTH FUND LLC
By:
-----------------------------------
Title:
DOUBLE BLACK DIAMOND II LLC
By:
-----------------------------------
Title:
ALMANORI LIMITED
By:
-----------------------------------
Title:
-8-
MULTINVEST LIMITED
By:
-------------------------------------
Title:
NATIONAL CITY VENTURE CORPORATION
By:
-------------------------------------
Title:
-9-
Exhibit 1
---------
EXHIBIT 1 TO SECURITIES
PURCHASE AGREEMENT
INVESTORS, PREFERRED STOCK, PURCHASE
------------------------------------
WARRANTS AND PURCHASE PRICE
---------------------------
Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
WESTON PRESIDIO 1,529,958 shares of Series B N/A 542,473 shares of Series B
CAPITAL II, L.P. Voting Preferred (convertible Voting Preferred
One Federal Street into 1,529,958 shares of (convertible into 542,273
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Voting Common Stock) at a shares of Voting Common
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ purchase price of Stock) at a
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ $6,119,832.00 purchase price of $2,169,892
Purchase Warrants for 509,986 N/A Purchase Warrants for 54,247
shares of Voting Common shares of Voting Common
Stock at an exercise price of Stock at an exercise price of
$4,590.86 and a purchase $216,772.21 and a purchase
price of $509.00. price of $216.99.
-10-
Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
BANCBOSTON 458,907 shares of Series B N/A 162,742 shares of Series B
INVESTMENTS INC./1/ Non-Voting Preferred Non-Voting Preferred
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇ into 458,907 (convertible into 162,742
31st Floor shares of Non-Voting Common shares of Non-Voting
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Stock) at Common Stock)
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ a price of $1,835,628.00. at a purchase price of
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ $650,957.60.
Purchase Warrants for 152,969 N/A Purchase Warrants for 16,274
shares of Non-Voting Common shares of Non-Voting
Stock Common Stock at an
at an exercise price of exercise price of $65,031.66
$1,377.69 and a purchase and a purchase price of
price of $152.00. $65.10.
MERCURY ASSET 305,938 shares of Series B N/A 108,495 shares of Series B
MANAGEMENT PLC, ON Voting Preferred Voting Preferred
BEHALF OF ROWAN (convertible into 305,938 (convertible into 108,495
NOMINEES LIMITED shares of Voting Common shares of Voting Common
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇) ▇▇ ▇▇▇▇▇)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ a price of $1,223,752. at a purchase price of
Road $433,978.40.
Building ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Purchase Warrants for 101,979 N/A Purchase Warrants for 10,849
Fax: ▇▇▇-▇▇▇-▇▇▇▇ shares of Voting Common shares of Voting Common
Stock at an exercise price of Stock at an exercise price of
$918.46 and a purchase price $43,354.44 and a purchase
of $101.33 price of $43.40
----------------
/1/ In accordance with BancBoston Investment Inc.'s status as a Regulation
Y Investor, these figures reflect automatic conversion from Series B Voting
Preferred into Series B Non-Voting Preferred and from Purchase Warrants for
Voting Common Stock to Purchase Warrants for Non-Voting Common Stock. BancBoston
Investments Inc. originally received Series B Voting Preferred and Purchase
Warrants for Voting Common Stock in a transfer from BancBoston Ventures, Inc.
-11-
Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
NATWEST VENTURES
INVESTMENTS LIMITED 152,969 shares of Series B N/A 54,247 shares of Series B
c/o EGL Holdings Voting Preferred Voting Preferred
6600 Peachtree-Dunwoody (convertible into 152, 969 (convertible into 54,247
Road shares of Voting Common shares of Voting Common
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ Stock) at Stock)
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ a price of $611,876 at a purchase price of
Tel: ▇▇▇-▇▇▇-▇▇▇▇ $216,989.20
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Purchase Warrants for 50,990 N/A Purchase Warrants for 5,425
shares of Voting Common shares of Voting Common
Stock of an exercise price of Stock at an exercise price of
$459.23 and a purchase price $21,677.22 and a purchase
of $50.67 price of $21.70.
-12-
Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
ST. ▇▇▇▇ VENTURE N/A 458,907 shares of 162,742 shares of Series B
CAPITAL IV, LLC Series B Voting Voting Preferred
c/o St. ▇▇▇▇ Venture Capital, Preferred (convertible (convertible into 162,742
Inc. into 458,907 shares of shares of Voting Common
Normandale Office Park, Suite Voting Common Stock)
1940 Stock) at a purchase at a purchase price of
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. price of $1,835,628.00 $650,967.60.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ N/A Purchase Warrants for Purchase Warrants for 16,274
152,969 shares of shares of Voting Common
Voting Common Stock Stock at an
at an exercise price of exercise price of $65,031.66
$1,377.69 and a and a purchase price of
purchase price of $65.10.
$152.00
PARTECH U.S. PARTNERS N/A 244,763 shares of 86,801 shares of Series B
III C.V. Series B Voting Voting Preferred
c/o Partech International Preferred (convertible (convertible into 86,801
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ into 244,763 shares of shares of Voting Common
3200 Voting Common Stock)
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Stock) at a purchase at a purchase price of
Tel: ▇▇▇-▇▇▇-▇▇▇▇ price of $979,052.00 $347,203.69
Fax: ▇▇▇-▇▇▇-▇▇▇▇
N/A Purchase Warrants for Purchase Warrants for 8,680
81,588 shares of shares of Voting Common
Voting Common Stock Stock at an
at an exercise price of exercise price of $34,685.65
$734.81 and a and a purchase price of
purchase price of $34.72.
$81.07
-13-
Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
U.S. GROWTH FUND N/A 133,507 shares of 47,345 shares of Series B
PARTNERS C.V. Series B Voting Voting Preferred
c/o Partech International Preferred (convertible (convertible into 47,345
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ into 133,507 shares of shares of Voting Common
3200 Voting Common Stock)
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Stock) at a purchase at a purchase price of
Tel: ▇▇▇-▇▇▇-▇▇▇▇ price of $534,028 $189,381.60
Fax: ▇▇▇-▇▇▇-▇▇▇▇
N/A Purchase Warrants for Purchase Warrants for 4,735
44,502 shares of shares of Voting Common
Voting Common Stock Stock at an exercise price of
at an exercise price of $18,919.22 and a purchase
$400.80 and a price of $18.94.
purchase price of
$44.22.
AXA U.S. GROWTH FUND N/A 66,753 shares of Series 23,672 shares of Series B
LLC B Voting Preferred Voting Preferred
c/o Partech International (convertible into (convertible into 23,672
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇,▇▇▇ shares of shares of Voting Common
3200 Voting Common Stock) at a
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Stock) at a purchase purchase price of $94,689.06
Tel: ▇▇▇-▇▇▇-▇▇▇▇ price of
Fax: ▇▇▇-▇▇▇-▇▇▇▇ $267,012.00
N/A Purchase Warrants for Purchase Warrants for 2,367
22,251 shares of shares of Voting Common
Voting Common Stock Stock at an exercise price of
at an exercise price of $9,459.44 and a purchase
$200.40 and a price of $9.47.
purchase
price of $22.11.
-14-
Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
DOUBLE BLACK N/A 8,900 shares of Series 3,156 shares of Series B
DIAMOND II, LLC B Voting Preferred Voting Preferred
c/o Partech International (convertible into 8,900 (convertible into 3,156
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ shares of Voting shares of Voting Common
3200 Common Stock) at a Stock)
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ price of $35,600.00 at a purchase price of
Tel: ▇▇▇-▇▇▇-▇▇▇▇ $12,624.51.
Fax: ▇▇▇-▇▇▇-▇▇▇▇
N/A Purchase Warrants for Purchase Warrants for 316
2,967 shares of Voting shares of Voting Common
Common Stock Stock at an
at an exercise price of exercise price of $1,261.19
$26.72 and a purchase and a purchase price of $1.26.
price of $2.95.
ALMANORI LIMITED N/A 3,382 shares of Series 1,199 shares of Series B
c/o Partech International B Voting Preferred Voting Preferred
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇ into 3,382 (convertible into 1,199
3200 shares of Voting shares of Voting Common
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Common Stock) at a Stock)
Tel: ▇▇▇-▇▇▇-▇▇▇▇ purchase price of at a purchase price of
Fax: ▇▇▇-▇▇▇-▇▇▇▇ $13,528.00. $4,797.52
N/A Purchase Warrants for Purchase Warrants for 120
1,127 shares of Voting shares of Voting Common
Common Stock at an Stock at an exercise price of
exercise price of $479.27 and a purchase price
$10.15 and a purchase of $0.48.
price of $1.12
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Initial Closing Third Closing
Number of Shares of Second Closing Number of Number of Shares of
Preferred Stock/ Shares of Preferred Stock/ Preferred Stock/
Purchase Warrants and Purchase Warrants and Purchase Warrants and
Name and Address Respective Purchase Prices Respective Purchase Prices Respective Purchase Prices
---------------- -------------------------- -------------------------- --------------------------
MULTINVEST LIMITED N/A 1,602 shares of Series 568 shares of Series B Voting
c/o Partech International B Voting Preferred Preferred
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇ into 1,602 (convertible into 568
3200 shares of Voting shares of Voting Common
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Common Stock) at a Stock)
Tel: ▇▇▇-▇▇▇-▇▇▇▇ purchase price of at a purchase price of
Fax: ▇▇▇-▇▇▇-▇▇▇▇ $6,408.00 $2,271.22
N/A Purchase Warrants for Purchase Warrants for 57
534 shares of Voting shares of Voting Common
Common Stock of an Stock at an exercise price of
exercise price of $4.81 $226.89 and a purchase price
and a purchase price of of $0.23.
$0.53
NATIONAL CITY N/A 458,907 shares of 162,742 shares of Series B
VENTURE CORPORATION Series B Non-Voting Non-Voting Preferred
▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Preferred (convertible (convertible into 162,742
Suite 1010 into 458,907 shares of shares of Non-Voting
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Non-Voting Common Common Stock)
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Stock) at a purchase at a purchase price of
Fax: ▇▇▇-▇▇▇-▇▇▇▇ price of $1,835,628.00 $650,967.60.
N/A Purchase Warrants for Purchase Warrants for 16,274
152,969 shares of Non- shares of Non-Voting
Voting Common Stock Common Stock at an
at an exercise price of exercise price of $65,031.66
$1,377.69 and a and a purchase price of
purchase price of $65.10.
$152.00
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