FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
FIRST
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of April 22, 2009
(the “Amendment”), is by
and among Bison Capital Equity Partners II-A, L.P., a Delaware limited
partnership, and Bison Capital Equity Partners II-B, L.P., a Delaware limited
partnership (collectively, the “Purchaser”), on the one hand, and The Center for
Wound Healing, Inc., a Nevada corporation (the “Company”), on the other
hand. Any capitalized term used but not otherwise defined herein
shall have the same meaning as set forth in the Agreement (as defined
below).
WHEREAS, the parties to the Amendment
are parties to the Securities Purchase Agreement, dated as of March 31, 2008
(the “Agreement”);
and
WHEREAS, the parties desire to amend
the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. The
definition of “Put Price” set forth in Section 1.1 of the Agreement is hereby
amended and restated in its entirety to read as follows:
“Put Price” shall mean
the result of (A) the product of (a) the Equity Stake Fraction multiplied by an
amount equal to (b) (i) the Assumed Multiple multiplied by the Consolidated
Adjusted EBITDA (certified by the Company’s Chief Financial Officer) for the
trailing twelve month period ending on the last day of the month immediately
preceding the date that the Put Option Notice is delivered, plus (ii) all cash
and Cash Equivalents of the Credit Parties as of the end of the month
immediately preceding the date that the Put Option Notice is delivered, minus
(iii) all indebtedness of the Credit Parties to unaffiliated third parties
incurred in the ordinary course of business (other than Indebtedness incurred in
violation of any provision hereof and including the Note) outstanding as of the
end of the month immediately preceding the date that the Put Option Notice is
delivered, minus (B) the Exercise Price (as defined in the Warrant Agreement)
multiplied by the aggregate number of Warrant Securities (as defined in the
Warrant Agreement).
2. All
other terms and conditions of the Agreement shall remain in full force and
effect and shall not be affected by the Amendment.
3. The
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same
instrument. The Amendment shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories.
4. Sections
14.5, 14.6, 14.7 and 14.8 of the Agreement are hereby incorporated by reference
and made a part of the Amendment mutatis mutandis.
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties hereto
have each caused the Amendment to be duly signed as of the date first above
written.
BISON
CAPITAL EQUITY PARTNERS II-A, L.P.
By:
BISON CAPITAL PARTNERS II, LLC, its general partner
By: _/s/_ Xxxxxxx
Trussler___
Name:
Xxxxxxx X. Xxxxxxxx
Title: Managing
Member
BISON
CAPITAL EQUITY PARTNERS II-B, L.P.
By:
BISON CAPITAL PARTNERS II, LLC, its general partner
By: _/s/_ Xxxxxxx
Trussler___
Name:
Xxxxxxx X. Xxxxxxxx
Title: Managing
Member
By: _/s/_ Xxxxxx
Barnett__
Name:
Xxxxxx X. Xxxxxxx
Title: Chief
Financial Officer
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