Exhibit 10.3
SUPPLEMENTAL PURCHASE AGREEMENT
This Supplemental Purchase Agreement (this "Agreement"), dated
____________, 2006, between Millennium Biotechnologies Group, Inc., a Delaware
corporation (the "Company") and the purchaser identified on the signature page
hereto (the "Supplemental Purchaser").
WHEREAS, the Company has entered into a Securities Purchase Agreement,
dated as of August 15, 2006 (the "Purchase Agreement"), among the Company and
the Purchasers identified therein, pursuant to which the Company has agreed to
sell and the Purchasers have agreed to purchase units (the "Units"), each Unit
consisting of (a) one share of the Company's new Series E Senior Convertible
Preferred Stock, par value $1.00 (the "Series E Senior Preferred Stock"); (b)
warrants (the "Warrants") to acquire 800 shares of the Company's Common Stock,
par value $.001; and (c) additional investment rights (the "Additional
Investment Rights") to acquire (i) one share of Series E Senior Preferred Stock
and (ii) Warrants to acquire 800 shares of Common Stock. A copy of the Purchase
Agreement, together with all Exhibits and Schedules thereto, is attached hereto
as Exhibit A;
WHEREAS, pursuant to Section 5.1(e) of the Purchase Agreement, as a
condition to the Purchasers obligation to consummate the transactions
contemplated in the Purchase Agreement, the Company is required to convert not
less than $2,926,000 of its indebtedness into Units at a purchase price of
$200.00 per Unit;
WHEREAS, the Supplemental Purchaser is the holder of indebtedness of the
Company, as described in Schedule 1 attached hereto (the "Subject
Indebtedness"), and desires to convert such Subject Indebtedness into the Units
pursuant to Section 4.18 of the Purchase Agreement;
All capitalized terms that are not otherwise defined herein shall have the
meanings given to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Supplemental
Purchaser, agree as follows:
1. Conversion of Subject Indebtedness.
(a) On the Closing Date, the Company shall issue to the Supplemental
Purchaser, and the Supplemental Purchaser shall convert all of the Subject
Indebtedness (including, without limitation, all accrued and unpaid interest, if
any, through the Closing Date) into, such number of whole Units equal to (i) the
amount of the Subject Indebtedness, divided by (ii) $200.00.
(b) The Company shall not be obligated to issue any fractional
Units, and instead thereof, on the Closing Date, the Company shall pay in cash
to the Supplemental Purchaser the amount of the Subject Indebtedness which is
not converted into a whole Unit.
(c) The Supplemental Purchaser hereby acknowledges that (i) the
issuance of the Shares, the Warrants and the Additional Investment Rights in
accordance with Section 1(a) hereof and (ii) the payment of remaining Subject
Indebtedness in accordance with Section 1(b) hereof, shall constitute full
satisfaction of the Subject Indebtedness, including, without limitation, any and
all interest, penalty, charges and claims thereon. The Supplemental Purchaser
further agrees to execute and deliver to the Company such documents as the
Company may reasonably request to evidence the satisfaction in full of the
Subject Indebtedness.
2. Transactional Documents. Pursuant to Section 4.18 of the Purchase
Agreement, by execution and delivery of this Agreement, the Supplemental
Purchaser shall be deemed to be a party, as a Purchaser, to the Purchase
Agreement and the Registration Rights Agreement, and as a Purchaser, shall be
subject to, bound by and entitled to all the rights, obligations, terms and
conditions thereunder.
3. Representation and Warranties of Supplemental Purchaser. The
Supplemental Purchaser hereby represents and warrants to the Company that it has
reviewed the Purchase Agreement and each of the other Transactional Documents
and that the representations and warranties of the Purchasers as set forth in
Section 3.2 of the Purchase Agreement are incorporated herein by reference as
the representations and warranties of the Supplemental Purchaser.
4. Miscellaneous.
(a) This Agreement is governed by and construed in accordance with
the internal laws of the State of New York (excluding its conflicts of laws
principles).
(b) The representations and warranties contained in this Agreement
shall survive the execution, delivery and performance of this Agreement.
(c) This Agreement or any term hereof may not be amended or waived
except with the written consent of the Company and the Supplemental Purchaser.
(d) Unless otherwise specifically provided herein, all
communications under this Agreement shall be given in the manner set forth in
the Purchase Agreement (i) if to the Company, to the address set forth in the
Purchase Agreement, or (ii) if to the Supplemental Purchaser, to the address set
forth under the Supplemental Purchaser's name on the signature page attached
hereto.
(e) This Agreement may be executed in two (2) or more counterparts,
and with counterpart signature pages, each of which shall be deemed an original,
and all of such counterparts together constitute but one (1) and the same
agreement. One (1) or more counterparts may be delivered by facsimile with the
same force and effect as an original.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Supplemental Purchase Agreement as of the date first written above.
The Company:
MILLENNIUM BIOTECHNOLOGIES GROUP, INC.
By:
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Name:
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Title:
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The Supplemental Purchaser:
By:
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Name:
Title:
Address for Notice:
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Facsimile No.:
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Telephone No:
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E-Mail:
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Attn:
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Schedule 1
Name of Supplemental Purchaser: _____________
Amount of the original Principal Amount of Subject Indebtedness: _____________
Accrued interest, if any, as of the date hereof: _____________
Annual interest rate, if any: _____________
Dated: ______________
Supplemental Purchaser:
By:
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Name:
Title:
EXHIBIT A
TO
SUPPLEMENTAL PURCHASE AGREEMENT
(Securities Purchase Agreement)
