Common use of Restructure Documents Clause in Contracts

Restructure Documents. Subject to the conditions in this Agreement, OptiCare, Palisade, and Xx. Xxxxxxxxx agree to the following terms and to execute and deliver the following documents (collectively, the "Restructure Documents"): 2.1. OptiCare is authorizing the issuance of 3,500,000 shares of Series B 12.5% voting convertible participating preferred stock having terms substantially as set forth in the Certificate of Designation attached as Schedule 2.1 (the “New Preferred Stock”) with an aggregate initial redemption value of $1.40 per preferred share, for each share of New Preferred Stock convertible into OptiCare Common Stock initially on a ten-for-one basis (subject to adjustment as provided therein), with voting rights on an as converted basis with OptiCare’s Common Stock, as provided therein, at any time and having the other terms described therein, and will recommend that OptiCare’s shareholders approve an increase in the amount of authorized shares of Common Stock to provide for the possible future exercise of warrants being granted to Palisade and Xx. Xxxxxxxxx and conversion of the New Preferred Stock along with the other Shareholder Proposals. 2.2. On the Effective Date, OptiCare will deliver (in addition to shares of New Preferred Stock delivered pursuant to Paragraphs 2.9 and 2.10) a certificate representing 2,571,429 shares of the New Preferred Stock to Palisade and a certificate representing 285,714 shares of New Preferred Stock to Xx. Xxxxxxxxx. 2.3. In connection with Palisade providing a loan to OptiCare totaling $13,900,000 as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “Palisade Warrant”) to Palisade, permitting a purchase of 17,375,000 shares of OptiCare Common Stock, a copy of which Palisade Warrant is annexed as “Schedule 2.3". In connection with Xx. Xxxxxxxxx providing a loan as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “Yimoyines Warrant”) to Xx. Xxxxxxxxx, permitting a purchase of 125,000 shares of OptiCare Common Stock, which Yimoyines Warrant will be substantially identical to the Palisade Warrant. 2.4. In payment of the New Preferred Stock, Palisade shall, on the Effective Date, pay OptiCare a total of $3,600,000 and Xx. Xxxxxxxxx shall, on the Effective Date, pay OptiCare, in immediately available funds, a total of $400,000, each pursuant to the wire transfer instructions set forth in “Schedule 2.4". 2.5. OptiCare is borrowing from CapitalSource on the Effective Date approximately $7,000,000 on an asset-based line and an additional $3,000,000 under an equipment term loan, all pursuant to the CapitalSource loan documents. 2.6. Palisade shall, on the Effective Date, loan to OptiCare $13,900,000 pursuant to the subordinated secured note from OptiCare and its subsidiaries to Palisade (the “Palisade Note”) annexed as “Schedule 2.6". Xx. Xxxxxxxxx shall, on the Effective Date, loan to OptiCare $100,000 pursuant to a subordinated secured note from OptiCare and its subsidiaries to Xx. Xxxxxxxxx (the “Yimoyines Note”), which Yimoyines Note will be substantially identical to the Palisade Note. The Palisade Note and the Yimoyines Note shall each bear interest at 11.5% per annum and shall have a maturity date of ten (10) years from the Effective Date. 2.7. To secure the Palisade Note and the Yimoyines Note, OptiCare and its subsidiaries shall grant a security interest in all of their assets, second and subordinate in all respects to the security interest of CapitalSource. Palisade and Xx. Xxxxxxxxx agree to execute a subordination agreement reasonably acceptable to CapitalSource. 2.8. OptiCare will use a portion of the proceeds of the loans from CapitalSource, Palisade and Xx. Xxxxxxxxx and the stock investments by Palisade and Xx. Xxxxxxxxx to settle the claims of Bank Austria in full and to acquire certain assets of Bank Austria pursuant to a Bank Austria Restructure Agreement to be entered into by OptiCare and Bank Austria (which shall be acceptable to Palisade in its sole discretion). 2.9. OptiCare will use a portion of the proceeds of the stock investments by Palisade and Xx. Xxxxxxxxx to repay $2,300,000 of principal plus interest of the Amended Bridge Loan to Alexander Enterprise pursuant to the payoff agreement and instructions attached as “Schedule 2.9". 2.10. As of the Effective Date, Palisade, as a participant in the Amended Bridge Loan pursuant to the Participation Agreement relating thereto, executed in connection therewith and dated as of January 5, 2001 (the “Bridge Loan Participation Agreement”), shall be issued, in lieu of cash payment on account of its participation in the principal amount of $400,000 in the Amended Bridge Loan, 285,714 shares of OptiCare New Preferred Stock, plus additional shares of New Preferred Stock for accumulated interest. 2.11. As of the Effective Date, Xxxxx Xxxxxxxxx, as a participant in the Amended Bridge Loan pursuant to the Bridge Loan Participation Agreement relating thereto, shall be issued, in lieu of cash payment on account of her participation in the principal amount of $50,000 in the Amended Bridge Loan, 35,714 shares of OptiCare New Preferred Stock, plus additional shares of New Preferred Stock for accumulated interest. 2.12. OptiCare agrees to submit to its shareholders at the next shareholders’ meeting, if not already approved as part of the Shareholder Proposals, an Amendment to the Performance Stock Program to provide 10% of the fully diluted shares of Common Stock, Preferred Stock and Warrants outstanding to be issued to OptiCare’s key employees and directors and to extend the date thereof to December 31, 2006. Palisade agrees to vote its stock and the proxies entitling it to vote for approval of such amendment.

Restructure Documents. Subject to the conditions in this Agreement, OptiCare, Palisade, OptiCare and Xx. Xxxxxxxxx Palisade agree to the following terms and to execute and deliver the following documents (collectively, the "Restructure Documents"): 2.1. OptiCare is authorizing the issuance of 3,500,000 shares of Series B 12.5% voting convertible participating preferred stock having terms substantially as set forth in the Certificate of Designation attached as Schedule 2.1 (the “"New Preferred Stock”") with an aggregate initial redemption value of $1.40 per preferred share, for each share of New Preferred Stock Stock, convertible into OptiCare Common Stock initially on a ten-for-one basis (subject to adjustment as provided therein), with voting rights on an as converted basis with OptiCare’s 's Common Stock, as provided therein, at any time and having the other terms described therein, and will recommend that OptiCare’s 's shareholders approve an increase in the amount of authorized shares of Common Stock to provide for the possible future exercise of warrants being granted to Palisade and Xx. Xxxxxxxxx and conversion of the New Preferred Stock along with the other Shareholder Proposals. 2.2. On the Effective Date, OptiCare will deliver (in addition to shares of New Preferred Stock delivered pursuant to Paragraphs paragraphs 2.9 and 2.10) a certificate representing 2,571,429 2,500,000 shares of the New Preferred Stock to Palisade and a certificate representing 285,714 353,143 shares of New Preferred Stock to Xx. Xxxxxxxxx; copies of such Certificates are annexed as "Schedule 2.2". 2.3. In connection with consideration of Palisade providing a loan to OptiCare totaling $13,900,000 as credit support or commitments set forth in Paragraph 2.6Paragraphs 2.6 and 2.12, and for other assistance provided by Palisade, on the Effective Date, Date OptiCare will issue a warrant (the “Palisade "Warrant”") to Palisade, permitting a purchase of 17,375,000 16,730,000 additional shares (as such number may be adjusted to correspond to the total amount of credit support or commitments provided by Palisade for OptiCare's benefit) of OptiCare Common Stock, a copy of which Palisade Warrant is annexed as “"Schedule 2.3". In connection with Xx. Xxxxxxxxx providing a loan as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “Yimoyines Warrant”) to Xx. Xxxxxxxxx, permitting a purchase of 125,000 shares of OptiCare Common Stock, which Yimoyines Warrant will be substantially identical to the Palisade Warrant. 2.4. In payment of the New Preferred Stock, Palisade shall, on the Effective Date, pay OptiCare a total of $3,600,000 3,500,000 and Xx. Xxxxxxxxx shall, on the Effective Date, pay OptiCare, in immediately available funds, a total of $400,000500,000, each pursuant to the wire transfer instructions set forth in “"Schedule 2.4". 2.5. OptiCare is borrowing from CapitalSource on the Effective Date approximately Date: (A) $7,000,000 on an asset-based line and an additional $3,000,000 under an equipment term loan, all pursuant to the CapitalSource loan documents. (B) $5,000,000 on a Standby Letter of Credit Facility, all pursuant to the CapitalSource loan documents. 2.6. Palisade shall, CapitalSource's Standby Letter of Credit Facility of $5,000,000 will be supported and secured by either a letter of credit issued on the Effective DateDate by a bank or other credit support acceptable to CapitalSource which, loan to OptiCare $13,900,000 pursuant subject to the subordinated secured note from OptiCare terms and its subsidiaries conditions in this Agreement, Palisade agrees to Palisade (the “Palisade Note”) annexed as “Schedule 2.6". Xx. Xxxxxxxxx shall, on the Effective Date, loan to OptiCare $100,000 pursuant to a subordinated secured note from OptiCare and its subsidiaries to Xx. Xxxxxxxxx (the “Yimoyines Note”), which Yimoyines Note will be substantially identical to the Palisade Note. The Palisade Note and the Yimoyines Note shall each bear interest at 11.5% per annum and shall have a maturity date of ten (10) years from the Effective Datesupply. 2.7. To secure OptiCare will use a portion of the Palisade Note and proceeds of the Yimoyines Note, OptiCare and its subsidiaries shall grant loans from CapitalSource to repay Bank Austria cash in the sum of $13,000,000 pursuant to a security interest in all of their assets, second and subordinate in all respects Bank Austria Novation Agreement to the security interest of CapitalSource. Palisade and Xx. Xxxxxxxxx agree to execute a subordination agreement reasonably acceptable to CapitalSourcebe entered into. 2.8. OptiCare will use a portion of the proceeds of the loans from CapitalSource, Palisade and Xx. Xxxxxxxxx and the stock investments by Palisade and Xx. Xxxxxxxxx to settle the claims of Bank Austria in full and to acquire certain assets of Bank Austria pursuant to a Bank Austria Restructure Agreement to be entered into by OptiCare and Bank Austria (which shall be acceptable to Palisade in its sole discretion). 2.9. OptiCare will use a portion of the proceeds of the stock investments by Palisade and Xx. Xxxxxxxxx investment to repay $2,300,000 of principal plus interest of the Amended Bridge Loan to Alexander Enterprise pursuant to the payoff agreement and instructions attached as “"Schedule 2.92.8". 2.102.9. As of the Effective Date, Palisade, as a participant in the Amended Bridge Loan pursuant to the Participation Agreement relating thereto, executed in connection therewith and dated as of January 5, 2001 (the “"Bridge Loan Participation Agreement”"), shall be issued, in lieu of cash payment on account of its participation in the principal amount of $400,000 in the Amended Bridge Loan, 285,714 shares of OptiCare New Preferred Stock, plus additional shares of New Preferred Stock for accumulated interest. 2.112.10. As of the Effective Date, Xxxxx Xxxxxxxxx, as a participant in the Amended Bridge Loan pursuant to the Bridge Loan Participation Agreement relating thereto, shall be issued, in lieu of cash payment on account of her his participation in the principal amount of $50,000 in the Amended Bridge Loan, 35,714 shares of OptiCare New Preferred Stock, Stock (plus additional shares of New Preferred Stock for accumulated interest). 2.12. OptiCare agrees to submit to its shareholders at the next shareholders’ meeting, if not already approved as part of the Shareholder Proposals, an Amendment to the Performance Stock Program to provide 10% of the fully diluted shares of Common Stock, Preferred Stock and Warrants outstanding to be issued to OptiCare’s key employees and directors and to extend the date thereof to December 31, 2006. Palisade agrees to vote its stock and the proxies entitling it to vote for approval of such amendment.

Restructure Documents. Subject to the conditions in this Agreement, OptiCare, Palisade, OptiCare and Xx. Xxxxxxxxx Palisade agree to the following terms and to execute and deliver the following documents (collectively, the "Restructure Documents"): 2.1. OptiCare is authorizing the issuance of 3,500,000 shares of Series B 12.5% voting convertible participating preferred stock having terms substantially as set forth in the Certificate of Designation attached as Schedule 2.1 (the “"New Preferred Stock”") with an aggregate initial redemption value of $1.40 per preferred share, for each share of New Preferred Stock Stock, convertible into OptiCare Common Stock initially on a ten-for-one basis (subject to adjustment as provided therein), with voting rights on an as converted basis with OptiCare’s 's Common Stock, as provided therein, at any time and having the other terms described therein, and will recommend that OptiCare’s 's shareholders approve an increase in the amount of authorized shares of Common Stock to provide for the possible future exercise of warrants being granted to Palisade and Xx. Xxxxxxxxx and conversion of the New Preferred Stock along with the other Shareholder Proposals. 2.2. On the Effective Date, OptiCare will deliver (in addition to shares of New Preferred Stock delivered pursuant to Paragraphs paragraphs 2.9 and 2.10) a certificate representing 2,571,429 2,500,000 shares of the New Preferred Stock to Palisade and a certificate representing 285,714 353,143 shares of New Preferred Stock to Xx. Xxxxxxxxx; copies of such Certificates are annexed as "Schedule 2.2". 2.3. In connection with consideration of Palisade providing a loan to OptiCare totaling $13,900,000 as credit support or commitments set forth in Paragraph 2.6Paragraphs 2.6 and 2.12, and for other assistance provided by Palisade, on the Effective Date, Date OptiCare will issue a warrant (the “Palisade "Warrant”") to Palisade, permitting a purchase of 17,375,000 16,730,000 additional shares (as such number may be adjusted to correspond to the total amount of credit support or commitments provided by Palisade for OptiCare's benefit) of OptiCare Common Stock, a copy of which Palisade Warrant is annexed as “"Schedule 2.3". In connection with Xx. Xxxxxxxxx providing a loan as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “Yimoyines Warrant”) to Xx. Xxxxxxxxx, permitting a purchase of 125,000 shares of OptiCare Common Stock, which Yimoyines Warrant will be substantially identical to the Palisade Warrant. 2.4. In payment of the New Preferred Stock, Palisade shall, on the Effective Date, pay OptiCare a total of $3,600,000 3,500,000 and Xx. Xxxxxxxxx shall, on the Effective Date, pay OptiCare, in immediately available funds, a total of $400,000500,000, each pursuant to the wire transfer instructions set forth in “"Schedule 2.4". 2.5. OptiCare is borrowing from CapitalSource on the Effective Date approximately Date: (A) $7,000,000 on an asset-based line and an additional $3,000,000 under an equipment term loan, all pursuant to the CapitalSource loan documents. (B) $5,000,000 on a Standby Letter of Credit Facility, all pursuant to the CapitalSource loan documents. 2.6. Palisade shall, CapitalSource's Standby Letter of Credit Facility of $5,000,000 will be supported and secured by either a letter of credit issued on the Effective DateDate by a bank or other credit support acceptable to CapitalSource which, loan to OptiCare $13,900,000 pursuant subject to the subordinated secured note from OptiCare terms and its subsidiaries conditions in this Agreement, Palisade agrees to Palisade (the “Palisade Note”) annexed as “Schedule 2.6". Xx. Xxxxxxxxx shall, on the Effective Date, loan to OptiCare $100,000 pursuant to a subordinated secured note from OptiCare and its subsidiaries to Xx. Xxxxxxxxx (the “Yimoyines Note”), which Yimoyines Note will be substantially identical to the Palisade Note. The Palisade Note and the Yimoyines Note shall each bear interest at 11.5% per annum and shall have a maturity date of ten (10) years from the Effective Datesupply. 2.7. To secure OptiCare will use a portion of the Palisade Note and proceeds of the Yimoyines Note, OptiCare and its subsidiaries shall grant loans from CapitalSource to repay Bank Austria cash in the sum of $13,000,000 pursuant to a security interest in all of their assets, second and subordinate in all respects Bank Austria Novation Agreement to the security interest of CapitalSource. Palisade and Xx. Xxxxxxxxx agree to execute a subordination agreement reasonably acceptable to CapitalSourcebe entered into. 2.8. OptiCare will use a portion of the proceeds of the loans from CapitalSource, Palisade and Xx. Xxxxxxxxx and the stock investments by Palisade and Xx. Xxxxxxxxx to settle the claims of Bank Austria in full and to acquire certain assets of Bank Austria pursuant to a Bank Austria Restructure Agreement to be entered into by OptiCare and Bank Austria (which shall be acceptable to Palisade in its sole discretion). 2.9. OptiCare will use a portion of the proceeds of the stock investments by Palisade and Xx. Xxxxxxxxx investment to repay $2,300,000 of principal plus interest of the Amended Bridge Loan to Alexander Enterprise pursuant to the payoff agreement and instructions attached as “"Schedule 2.92.8". 2.102.9. As of the Effective Date, Palisade, as a participant in the Amended Bridge Loan pursuant to the Participation Agreement relating thereto, executed in connection therewith and dated as of January 5, 2001 (the “"Bridge Loan Participation Agreement”"), shall be issued, in lieu of cash payment on account of its participation in the principal amount of $400,000 in the Amended Bridge Loan, 285,714 shares of OptiCare New Preferred Stock, plus additional shares of New Preferred Stock for accumulated interest. 2.112.10. As of the Effective Date, Xxxxx Xxxxxxxxx, as a participant in the Amended Bridge Loan pursuant to the Bridge Loan Participation Agreement relating thereto, shall be issued, in lieu of cash payment on account of her his participation in the principal amount of $50,000 in the Amended Bridge Loan, 35,714 shares of OptiCare New Preferred Stock, Stock (plus additional shares of New Preferred Stock for accumulated interest). 2.11. On the Effective Date, OptiCare and its subsidiaries shall issue a note to Bank Austria pursuant to the Bank Austria Novation Agreement in the principal amount of $10,350,000 (hereinafter referred to as the "$10,350,000 BA Note"). 2.12. On the Effective Date, Palisade shall provide Bank Austria with credit support acceptable to Bank Austria in the amount of $11,230,000 to secure the $10,350,000 BA Note and interest. 2.13. If letters of credit are to be issued, OptiCare and Palisade jointly and severally agree to execute a customary Reimbursement Agreement on account of the letters of credit being issued to Bank Austria and CapitalSource pursuant to the terms of a Reimbursement Agreement in form and substance reasonably acceptable to OptiCare and Palisade. 2.14. If requested by OptiCare, Palisade may from time to time in its sole discretion provide additional funds to OptiCare by purchasing OptiCare's 12.5% convertible notes to enable OptiCare to repay the $10,350,000 BA Note and $5,500,000 CapitalSource Standby Letter of Credit Facility. The terms of such notes are described on the attached Schedule 2.14. 2.15. OptiCare agrees to submit to its shareholders at the next shareholders’ ' meeting, if not already approved as part of the Shareholder Proposals, an Amendment to the Performance Stock Program to provide 10% of the fully diluted shares of Common Stock, Stock and Preferred Stock and Warrants outstanding to be issued to OptiCare’s 's key employees and directors and to extend the date thereof to December 31, 2006. Palisade agrees to vote its stock and the proxies entitling it to vote for approval of such amendmentPlan.

Restructure Documents. Subject to the conditions in this Agreement, OptiCare, Palisade, and Xx. Xxxxxxxxx agree to the following terms and to execute and deliver the following documents (collectively, the "Restructure Documents"): 2.1. OptiCare is authorizing the issuance of 3,500,000 shares of Series B 12.5% voting convertible participating preferred stock having terms substantially as set forth in the Certificate of Designation attached as Schedule 2.1 (the “"New Preferred Stock”") with an aggregate initial redemption value of $1.40 per preferred share, for each share of New Preferred Stock convertible into OptiCare Common Stock initially on a ten-for-one basis (subject to adjustment as provided therein), with voting rights on an as converted basis with OptiCare’s 's Common Stock, as provided therein, at any time and having the other terms described therein, and will recommend that OptiCare’s 's shareholders approve an increase in the amount of authorized shares of Common Stock to provide for the possible future exercise of warrants being granted to Palisade and Xx. Xxxxxxxxx and conversion of the New Preferred Stock along with the other Shareholder Proposals. 2.2. On the Effective Date, OptiCare will deliver (in addition to shares of New Preferred Stock delivered pursuant to Paragraphs 2.9 and 2.10) a certificate representing 2,571,429 shares of the New Preferred Stock to Palisade and a certificate representing 285,714 shares of New Preferred Stock to Xx. Xxxxxxxxx. 2.3. In connection with Palisade providing a loan to OptiCare totaling $13,900,000 as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “"Palisade Warrant”") to Palisade, permitting a purchase of 17,375,000 shares of OptiCare Common Stock, a copy of which Palisade Warrant is annexed as “"Schedule 2.3". In connection with Xx. Xxxxxxxxx providing a loan as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “"Yimoyines Warrant”") to Xx. Xxxxxxxxx, permitting a purchase of 125,000 shares of OptiCare Common Stock, which Yimoyines Warrant will be substantially identical to the Palisade Warrant. 2.4. In payment of the New Preferred Stock, Palisade shall, on the Effective Date, pay OptiCare a total of $3,600,000 and Xx. Xxxxxxxxx shall, on the Effective Date, pay OptiCare, in immediately available funds, a total of $400,000, each pursuant to the wire transfer instructions set forth in “"Schedule 2.4". 2.5. OptiCare is borrowing from CapitalSource on the Effective Date approximately $7,000,000 on an asset-based line and an additional $3,000,000 under an equipment term loan, all pursuant to the CapitalSource loan documents. 2.6. Palisade shall, on the Effective Date, loan to OptiCare $13,900,000 pursuant to the subordinated secured note from OptiCare and its subsidiaries to Palisade (the “"Palisade Note”") annexed as “"Schedule 2.6". Xx. Xxxxxxxxx shall, on the Effective Date, loan to OptiCare $100,000 pursuant to a subordinated secured note from OptiCare and its subsidiaries to Xx. Xxxxxxxxx (the “"Yimoyines Note”"), which Yimoyines Note will be substantially identical to the Palisade Note. The Palisade Note and the Yimoyines Note shall each bear interest at 11.5% per annum and shall have a maturity date of ten (10) years from the Effective Date. 2.7. To secure the Palisade Note and the Yimoyines Note, OptiCare and its subsidiaries shall grant a security interest in all of their assets, second and subordinate in all respects to the security interest of CapitalSource. Palisade and Xx. Xxxxxxxxx agree to execute a subordination agreement reasonably acceptable to CapitalSource. 2.8. OptiCare will use a portion of the proceeds of the loans from CapitalSource, Palisade and Xx. Xxxxxxxxx and the stock investments by Palisade and Xx. Xxxxxxxxx to settle the claims of Bank Austria in full and to acquire certain assets of Bank Austria pursuant to a Bank Austria Restructure Agreement to be entered into by OptiCare and Bank Austria (which shall be acceptable to Palisade in its sole discretion). 2.9. OptiCare will use a portion of the proceeds of the stock investments by Palisade and Xx. Xxxxxxxxx to repay $2,300,000 of principal plus interest of the Amended Bridge Loan to Alexander Enterprise pursuant to the payoff agreement and instructions attached as “Schedule 2.9". 2.10. As of the Effective Date, Palisade, as a participant in the Amended Bridge Loan pursuant to the Participation Agreement relating thereto, executed in connection therewith and dated as of January 5, 2001 (the “Bridge Loan Participation Agreement”), shall be issued, in lieu of cash payment on account of its participation in the principal amount of $400,000 in the Amended Bridge Loan, 285,714 shares of OptiCare New Preferred Stock, plus additional shares of New Preferred Stock for accumulated interest. 2.11. As of the Effective Date, Xxxxx Xxxxxxxxx, as a participant in the Amended Bridge Loan pursuant to the Bridge Loan Participation Agreement relating thereto, shall be issued, in lieu of cash payment on account of her participation in the principal amount of $50,000 in the Amended Bridge Loan, 35,714 shares of OptiCare New Preferred Stock, plus additional shares of New Preferred Stock for accumulated interest. 2.12. OptiCare agrees to submit to its shareholders at the next shareholders’ meeting, if not already approved as part of the Shareholder Proposals, an Amendment to the Performance Stock Program to provide 10% of the fully diluted shares of Common Stock, Preferred Stock and Warrants outstanding to be issued to OptiCare’s key employees and directors and to extend the date thereof to December 31, 2006. Palisade agrees to vote its stock and the proxies entitling it to vote for approval of such amendment.