EXHIBIT 10.63
PHYSICIAN HEALTH CORPORATION
Warrant and Preferred Stock Commitment
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This Agreement, dated as of September 12, 1997, is among Physician Health
Corporation, a Delaware corporation (the "Company"), Weston Presidio Capital II,
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L.P. ("WPC"), and the other holders of Series B Preferred Stock or Common Stock
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of the Company who subsequently join this Agreement prior to October 13, 1997 as
set forth in Exhibit 1 hereto as from time to time in effect (collectively with
WPC, the "Preferred Stock Purchasers").
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Recitals
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A. The Company would like to have additional funds available to make
acquisitions and to finance its working capital and business growth.
B. Southwest Bank (the "Bank") is willing to make a $3,000,000 loan (the
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"Loan") to the Company evidenced by a Variable Rate Note dated September 12,
1997, in the original principal amount of $3,000,000, due January 10, 1998 and
bearing interest at a per annum interest rate equal to the prime rate
established by the Bank from time to time (the "Variable Rate Note"), but only
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if WPC guarantees the Variable Rate Note pursuant to a Continuing Limited
Guaranty Agreement dated the date hereof (the "Note Guarantee").
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C. WPC is willing to enter into the Note Guarantee. In order to enable
the Company to repay the Variable Rate Note, WPC and the other Preferred Stock
Purchasers will severally purchase at a price of $4.00 per share shares of the
Company's Series B Redeemable Convertible Preferred Stock, par value $0.01 per
share (the "Preferred Stock") in an aggregate amount equal to the then principal
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of, accrued interest on and expenses of the Bank with respect to the Variable
Rate Note divided by $4.00. The portion of the Preferred Stock to be purchased
by each Preferred Stock Purchaser will be equal to the percentage of the
aggregate purchase price for all Preferred Stock (the "Commitment Amount")
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indicated for such Preferred Stock Purchaser in Exhibit 1 hereto as from time to
time in effect (the "Commitment Percentage"). Such purchase will occur promptly
---------------------
after a notice for guarantee payment has been delivered by the Bank or the
Company to WPC or after a notice from WPC has been delivered to the Company and
the other Preferred Stock Purchasers any time after January 12, 1998. The
proceeds of the Preferred Stock will be used by the Company solely to repay in
full the principal of, accrued interest on and expenses of the Bank with respect
to the Variable Rate Note so that WPC will not be required to pay any amounts
under its Note Guarantee.
D. The Company is willing to obtain the Loan and to issue the Variable
Rate Note only if it is assured that it will obtain financing to repay in full
the principal of, accrued interest on and the Bank's expenses with respect to
the Variable Rate Note prior to maturity through the sale of the Preferred Stock
as provided herein or, at the Company's option, through other financing options.
E. WPC and the Preferred Stock Purchasers are willing to commit to acquire
such Preferred Stock only if the Company issues to them certain warrants to
acquire at least 50,000 shares of the Company's Common Stock at a price of $4.00
per share.
Agreement
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NOW THEREFORE, in consideration of the mutual promises provided in this
Agreement and for other valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
1. Preferred Stock.
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1.1 Issuance. Within ten business days after the earlier of (a) the
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receipt by WPC of a notice from the Bank or the Company to pay under the Note
Guarantee or (b) the receipt by the Company and the other Preferred Stock
Purchasers of a notice from WPC delivered after January 12, 1998, the
undersigned Preferred Stock Purchasers severally agree to purchase from the
Company, and the Company agrees to sell to the Preferred Stock Purchasers in
accordance with their respective Commitment Percentages, at a purchase price of
$4.00 per share the aggregate number of shares of Preferred Stock equal to the
then effective Commitment Amount divided by $4.00. The Preferred Stock shall be
purchased by wire transfer of immediately available funds of such respective
Commitment Percentages in the Commitment Amount on the purchase date set forth
in such notice. The Company shall promptly apply the proceeds of the Preferred
Stock solely to the payment in full of the Variable Rate Note (together with the
Bank's expenses with respect thereto) and shall obtain the release of WPC from
its obligations under the Note Guarantee. Upon the written request of WPC, the
Company agrees to take any additional corporate action, including board of
director votes, necessary to issue the Preferred Stock in accordance herewith.
1.2 Unconditional Purchase. The parties agree to consummate the
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purchase of the Preferred Stock in accordance with this Section 1 regardless of
the occurrence of a material adverse change in the business, assets, financial
condition, income or prospects of the Company, the bankruptcy or insolvency of
the Company, any litigation or other claims brought against the Company or any
other event or circumstance. In the event that the Company is prohibited from
issuing the Preferred Stock for any reason, whether on account of any bankruptcy
proceeding, legal requirement or otherwise, each of the Preferred Stock
Purchasers agrees that it will contribute to the amounts paid by WPC in
guaranteeing the Variable Rate Note to the Bank, and the Preferred Stock
Purchasers will make such
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arrangements among themselves, so that the payments under the Note Guarantee are
made by them in substantially the proportions of the Preferred Stock that would
otherwise have been acquired by them in accordance with this Section 1.
1.3 Termination of Obligation. The Preferred Stock Purchasers'
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obligation to purchase and the Company's obligation to sell Preferred Stock
shall cease automatically on the date WPC is released by the Bank from its
obligations under the Note Guarantee.
2. Warrants. As of the date hereof, the Company is issuing to each of the
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Preferred Stock Purchasers party hereto on the date hereof warrants to purchase
shares of its Common Stock on the terms and in substantially the form of Exhibit
2 hereto (the "Warrants"). The initial Warrants shall be for an aggregate of
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50,000 shares of Common Stock and the Warrants issued to each Preferred Stock
Purchaser party hereto are in the amount set forth in Exhibit 1 hereto. The
shares covered by the Warrants shall be Voting Common Stock; provided, however,
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that any Preferred Stock Purchaser may obtain Nonvoting Common Stock upon
exercise of its Warrants upon written request to the Company. The exercise
price for the Warrant is $4.00 per share of Common Stock. As provided in the
Warrants, the number of shares subject to the Warrants shall increase by an
aggregate of 20,000 shares of Common Stock on the 12th day of each month,
commencing October 12, 1997, and ending January 12, 1998, during which the
Preferred Stock Purchasers are still obligated to purchase Preferred Stock
hereunder. In the event such commitments are terminated during any month after
October 12, 1997 and prior to January 13, 1998, the increased shares subject to
the Warrants shall be prorated based on the number of days during the month that
the Preferred Stock purchase obligation remained in effect.
3. Default by Preferred Stock Purchaser. In the event that any Preferred
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Stock Purchaser does not purchase its portion of the Preferred Stock at the
closing therefor in accordance with Section 1, in addition to any other rights
or remedies available to the Company, WPC and the other Preferred Stock
Purchasers under law or in equity, the Warrants of the defaulting Preferred
Stock Purchaser shall be canceled. In the event that such Warrants have then
for any reason previously been exercised, at the option of the Company, the
Company shall rescind such exercise and sale of Common Stock to the defaulting
Preferred Stock Purchaser. The other Preferred Stock Purchasers may each
subscribe for the allocated portion of Preferred Stock that would have been
issued to such defaulting Preferred Stock Purchaser. In the event that any
portion of such defaulting Preferred Stock Purchaser's allocation shall remain
unsold, WPC shall acquire such remaining portion.
4. Representations and Warranties of the Company. The Company hereby
---------------------------------------------
represents and warrants as follows:
4.1 Organization. The Company is a duly organized and validly existing
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corporation in good standing under the laws of the State of Delaware. The
Company has all necessary corporate power and authority to enter into and
perform this Agreement and to issue
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the Warrants and Preferred Stock and to carry on the business now conducted or
presently proposed to be conducted by it. The Company has taken corporate
action necessary to authorize this Agreement, the Warrants and the Preferred
Stock. This Agreement is, and the Warrants and Preferred Stock will be, duly
executed and delivered by the Company and constitute the legal, valid and
binding obligations of the Company, enforceable in accordance with their terms,
except as such enforceability may be limited by laws relating to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
rights and remedies of creditors generally and by principles of equity.
4.2 Capital Stock of the Company. The authorized and outstanding
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capital stock of the Company is set forth in Exhibit 4.2 hereto, which also
shows (a) in all material respects the beneficial and record ownership of such
stock and (b) any options, warrants, conversion rights and other purchase
rights.
4.3 Financial Statements. The Company has furnished to the Preferred
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Stock Purchasers complete copies of (a) the audited consolidated balance sheet
of the Company and its subsidiaries as of December 31, 1996, together with the
related statements of income, cash flows and stockholders' equity for the fiscal
year then ended, accompanied by the audit report of Coopers & Xxxxxxx LLC and
(b) the unaudited consolidated balance sheet of the Company and its subsidiaries
as of June 30, 1997, together with the unaudited consolidated income statement
for the six-month fiscal period then ended. These financial statements have
been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the financial condition of the Company
and its subsidiaries at the date thereof and the results of their operations for
the periods covered thereby (except for the addition of footnotes and year-end
audit adjustments in the case of the interim financial statements). Since
December 31, 1996, no material adverse effect upon the business, assets,
financial condition, income or prospects of the Company and its subsidiaries on
a consolidated basis has occurred.
4.4 Litigation. No litigation or proceeding is currently before any
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foreign, federal, state or municipal board or other governmental or
administrative agency or any arbitrator, nor, to the knowledge of the executive
officers of the Company, is such litigation, or proceeding threatened or
pending, against the Company or its subsidiaries or, to the Company's knowledge,
any officer of the Company or its subsidiaries, which in the aggregate would
reasonably be expected to result in a material adverse effect on the business,
assets, financial condition, income or prospects of the Company and its
subsidiaries on a consolidated basis or which seeks rescission of, seeks to
enjoin the consummation of or which questions the validity of this Agreement or
the issuance of the Warrants or Preferred Stock.
4.5 No Conflict With Other Agreements. Except for the Ancillary
---------------------------------
Agreements (as defined below) prior to their amendment as set forth in Section
5.2, neither the execution and delivery of this Agreement or the issuance of the
Warrants or the Preferred Stock as contemplated hereby will (a) constitute a
breach or a default under any agreement,
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instrument, deed or lease of the Company or its subsidiaries that has not been
consented to or waived, (b) result in acceleration in the time for performance
of any obligation of the Company or its subsidiaries under any such agreement,
instrument, deed or lease, (c) result in the creation of any lien upon any asset
of the Company or its subsidiaries, (d) require any consent, waiver or amendment
to any agreement, instrument, deed or lease that has not been obtained, (e) give
rise to any severance payment, right of termination, securities purchase right
or other right under any agreement, instrument, deed or lease or (f) violate or
give rise to a default under any statute, rule, regulation, law, order or
decree, except for events or conditions described in clauses (a) through (f)
above which will not in the aggregate have any material adverse effect upon the
business, assets, financial condition, income or prospects of the Company and
its subsidiaries on a consolidated basis.
4.6 Reservation of Shares. The Company has reserved shares of its
---------------------
Preferred Stock for sale as contemplated hereby and of its Common Stock for
issuance upon exercise or conversion of the Warrants and conversion of the
Preferred Stock. All such shares, when so issued upon such exercise or
conversion for the full consideration therefor, shall be duly authorized,
validly issued, fully paid and nonassessable.
5. Post-Closing Covenants.
----------------------
5.1 Legal Opinion. On or before September 19, 1997, the Company will
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furnish to the Preferred Stock Purchasers the legal opinion of Xxxxxxx Xxxxxx
L.L.P., the Company's counsel, with respect to the Warrants and the Preferred
Stock in form and substance reasonably satisfactory to WPC.
5.2 Amendments of Related Agreements. The Company shall use its best
--------------------------------
efforts to cause the Preferred Stock, Warrants and the shares issuable upon
conversion or exercise thereof to be subject to the Registration Rights
Agreement and the Second Amended and Restated Stockholders Agreement, each dated
as of June 16, 1997 as from time to time amended and in effect (the "Ancillary
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Agreements"). In any event, no later than October 1, 1997, the Company shall
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grant the holders of the Warrants registration rights substantially the same as
the registration rights provided to holders of Preferred Stock pursuant to such
Registration Rights Agreement.
6. Representations by Preferred Stock Purchasers; Restrictions on
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Transfer.
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6.1 Representations by Preferred Stock Purchasers. Each of the
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Preferred Stock Purchasers severally represents and warrants to the Company as
follows:
(a) Such Preferred Stock Purchaser is an "accredited investor" for
purposes of Regulation D under the federal Securities Act of 1933, as
amended (the "Securities Act"), and is acquiring the Warrants and Preferred
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Stock for investment for its own account, and not with a view to selling or
otherwise distributing them in violation of
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the Securities Act; provided, however, that nothing contained in this
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Section 6.1(a) shall prevent the Preferred Stock Purchasers from
transferring the Warrants and Preferred Stock in compliance with this
Section 6.
(b) Such Preferred Stock Purchaser has sufficient knowledge and
experience in investing in companies similar to the Company in terms of the
Company's stage of development so as to be able to evaluate the risks and
merits of the investment in the Company and such Preferred Stock Purchaser
is able financially to bear the risks thereof.
(c) Such Preferred Stock Purchaser has had an opportunity to discuss
the Company, business, management and financial affairs with the Company's
management and has received (or had made available to such Preferred Stock
Purchaser) any financial and business documents requested by such Preferred
Stock Purchaser.
(d) Such Preferred Stock Purchaser acknowledges that there is no
additional information regarding the Company or the Warrants and Preferred
Stock which such Preferred Stock Purchaser wishes to receive or which such
Preferred Stock Purchaser requires in order to make a reasoned, informed
investment decision with respect to the Warrants and Preferred Stock.
6.2 Home Office Payment. All payments, if any, made in respect of the
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Warrants and Preferred Stock held by the Preferred Stock Purchasers shall be
paid by wire transfer or Company check to the address shown on Exhibit 1B,
accompanied by sufficient information to identify the source and application
thereof or by such other method or at such other address as the Preferred Stock
Purchasers shall have from time to time given timely notice of to the Company.
6.3 Replacement of Lost Securities. Upon receipt of evidence
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reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant or Preferred Stock and, in the case of any such loss,
theft or destruction, upon delivery of an indemnity bond in such reasonable
amount as the Company may determine (or, in the case of a security held by the
Preferred Stock Purchasers or any institutional holder or by the Preferred Stock
Purchasers or such institutional holder's nominee, of an unsecured indemnity
agreement from the Preferred Stock Purchasers or such other holder reasonably
satisfactory to the Company), or, in the case of any such mutilation, upon the
surrender of such security for cancellation to the Company at its principal
office, the Company at its expense will execute and deliver in lieu thereof, a
new security of like tenor. Any security in lieu of which any such new security
has been so executed and delivered by the Company shall not be deemed to be an
outstanding security for any purpose.
6.4 Transfer, Exchange and Conversion. The Company shall keep at its
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principal office a register in which shall be entered the names and addresses of
the holders of
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the capital stock, Warrants and Preferred Stock of the Company and particulars
of the respective Preferred Stock, Common Stock, Preferred Stock (including the
classes thereof) and Warrants held by them and of all transfers, exchanges,
conversions and redemptions of such capital stock. Upon surrender at such
office or such other place as shall be duly specified by the Company of any
certificate representing shares of capital stock, Warrants or Preferred Stock
for exchange or (subject to compliance with the applicable provisions of this
Agreement, including the conditions set forth in Section 6.5) transfer or for
conversion, the Company shall as appropriate issue, at its expense, one or more
new certificates, Warrants or Preferred Stock in such denomination or
denominations as may be requested, and registered as such holder may request.
Any certificate representing shares of capital stock, Warrants or Preferred
Stock surrendered for registration or transfer shall be duly endorsed, or
accompanied by a written instrument of transfer duly executed by the holder of
such certificate or his attorney duly authorized in writing. The Company will
pay shipping and insurance charges, from and to each holder's principal office,
upon any transfer, exchange or conversion provided for in this Section 6.4.
6.5 Restrictions on Transfer. The Warrants and Preferred Stock
------------------------
shall be transferable only upon satisfaction of the applicable conditions
specified in this Section 6.5 and unless sold in an offering registered under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act.
6.5.1 Restrictive Legend. Except as otherwise permitted by Section
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6.5.3, each share of Preferred Stock and each Warrant shall bear a legend
(in addition to any other required legends) in substantially the following
form:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or under the
securities laws of any state, and may not be sold, or otherwise
transferred, in the absence of such registration or an exemption
therefrom under such Act and under any such applicable state laws. In
addition, the shares represented by this certificate are subject to
restrictions on transfer contained in a Warrant and Preferred Stock
Commitment dated as of September 12, 1997, a copy of which is available
at the issuer's office and will be furnished free of charge to the
holder hereof."
6.5.2 Notice of Proposed Transfer; Opinions of Counsel. Prior to any
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transfer of any Warrant or Preferred Stock other than pursuant to an
effective registration statement under the Securities Act, the holder
thereof will give written notice to the Company of such holder's intention
to effect such transfer, describing in reasonable detail the manner of the
proposed transfer. If any such holder delivers to the Company (a) an
opinion of counsel reasonably acceptable to the Company addressed to the
Company to the effect that the proposed transfer may be effected without
registration of such security under the Securities Act or applicable state
securities laws (or a certificate of an officer of such holder that the
transfer is being made to a wholly owned
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Subsidiary of the holder's corporate parent) and (b) the written agreement
of the proposed transferee to be bound by all of the terms and conditions
of this Agreement (including this Section 6.5) and the Ancillary
Agreements, such holder shall thereupon be entitled, within 10 days
thereafter, to transfer such Warrant or Preferred Stock in accordance with
the terms of this Agreement and the notice delivered by such holder to the
Company. Each certificate representing such shares or Preferred Stock
issued upon or in connection with such transfer shall bear the restrictive
legend set forth in Section 6.5.1, in each case unless the restrictions on
transfer provided for in Section 6.5 shall have ceased and terminated as to
such Warrant or Preferred Stock pursuant to Section 6.5.3.
6.5.3 Termination of Restrictions. The restrictions imposed by
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Section 6.5.1 upon the transferability of Warrant or Preferred Stock shall
terminate as to any particular Warrant or Preferred Stock and any
securities issued in exchange or conversion therefor or upon transfer
thereof when, in the opinion of counsel reasonably acceptable to the
Company, such restrictions are no longer required in order to assure
compliance with the Securities Act. Whenever any of such restrictions shall
terminate as to any Warrant or Preferred Stock, the holder thereof shall be
entitled to receive from the Company, without expense, new certificates not
bearing the legend set forth in Section 6.5.1.
6.5.4 Assumption of this Agreement. As a condition precedent to any
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transfer of the Warrant or Preferred Stock, the transferee shall be bound
by the terms of this Agreement to which the transferring Preferred Stock
Purchaser is a party and such transferee shall execute such documents or
certificates reasonably requested by the Company to confirm and effect the
foregoing.
7. Expenses, Etc.
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7.1 Expenses. The Company hereby agrees to pay on demand all
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reasonable out-of-pocket expenses incurred by WPC in connection with the
transactions contemplated by this Agreement and by any Preferred Stock
Purchasers in connection with any amendments or waivers (whether or not the same
become effective) hereof and all expenses incurred by the Preferred Stock
Purchasers or any holder of any Warrant or Preferred Stock issued hereunder in
connection with the enforcement in good faith of any rights hereunder, including
(a) the reasonable fees, expenses and disbursements of the Preferred Stock
Purchasers' special counsel in connection with the transactions contemplated by
this Agreement and the other transactions contemplated hereby; and (b) all taxes
(other than taxes determined with respect to income), including any recording
fees and filing fees and documentary stamp and similar taxes, at any time
payable in respect of this Agreement or the issuance of any of the Warrants or
Preferred Stock.
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7.2 Indemnification. The Company shall indemnify and hold the
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Preferred Stock Purchasers and each of the Preferred Stock Purchasers' partners,
stockholders, officers, directors, employees and agents free and harmless from
and against all actions, causes of action, suits, litigation, losses,
liabilities and damages, investigations or proceedings ("Actions") instituted by
any governmental agency or any other person and expenses in connection
therewith, including reasonable attorneys' fees and disbursements, incurred by
the indemnitee or any of them as a result of, or arising out of, or relating to
(a) any transaction financed or to be financed in whole or in part directly or
indirectly with proceeds from the sale by the Company of any of the Warrants or
Preferred Stock, or (b) the execution, delivery, performance or enforcement of
this Agreement or any instrument contemplated hereby by any of the indemnitees,
except in each such case described in clauses (a) or (b) above for any such
indemnified liabilities arising on account of any indemnitee's gross negligence
or willful misconduct. The Company shall have the right to control the defense
of any such actions or other proceedings and to select counsel in connection
therewith, except to the extent a conflict of interest, separate defenses or
other circumstances indicate that separate counsel for the indemnitee is
customary practice.
8. Further Assurances. The Company and the Preferred Stock Purchasers
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agree to take all other action and to execute and deliver all other instruments
and documents as may be necessary to carry out the transactions contemplated by
this Agreement.
9. Notices. Any notice or other communication in connection with this
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Agreement or the Warrant or Preferred Stock shall be deemed to be delivered if
in writing addressed as provided in Exhibit 1 hereto and if either (a) actually
delivered at such address, (b) two business days shall have elapsed after the
same shall have been deposited for overnight delivery with a courier of national
recognition, (c) in the case of a telecopy within the United States, upon
confirmation of receipt of such telecopy (which confirmation may consist of a
telecopy machine printout showing successful transmission), if such telecopy is
followed by a copy of the same being deposited within one business day of such
telecopy with an overnight courier (for overnight delivery) or (d) transmitted
to any address outside of the United States, by telecopy and confirmed by
overnight or two-day courier.
10. General. The invalidity or unenforceability of any term or provision
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hereof shall not affect the validity or enforceability of any other term or
provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement, the Warrants and the Preferred Stock constitute the entire
understanding of the parties hereto with respect to the subject matter hereof
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.
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The undersigned have executed this Agreement under seal as of the date
first above written.
Company: PHYSICIAN HEALTH CORPORATION
By:
-------------------------------------
Title:
Preferred Stock Purchasers: WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL
MANAGEMENT, L.P.
By:
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General Partner
The following entities join in and become
party to this Agreement as Preferred
Stock Purchasers as of the date and with
a Commitment Percentage as set forth
below their signatures:
BANCBOSTON INVESTMENTS INC.
By
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Title:
Date:
Commitment Percentage:
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MERCURY ASSET MANAGEMENT plc, on behalf
of ROWAN NOMINEES LIMITED
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
NATWEST VENTURES INVESTMENTS LIMITED
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
ST. XXXX VENTURE CAPITAL IV, LLC
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
PARTECH U.S. PARTNERS III C.V.
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
U.S. GROWTH FUND PARTNERS C.V.
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
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AXA U.S. GROWTH FUND LLC
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
DOUBLE BLACK DIAMOND II LLC
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
ALMANORI LIMITED
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
MULTINVEST LIMITED
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
NATIONAL CITY VENTURE CORPORATION
By:
-------------------------------------
Title:
Date:
Commitment Percentage:
-00-
XXXXXXX 0
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Xxxxxx Shares
Initial Shares of Initially Subject to
Preferred Stock Preferred Stock
(Increase for Accrued (Increase for Accrued
Investors Commitment Common Shares Initially Variable Rate Note Variable Rate Note
Name and Address Percentage Subject to Warrant Interest and Expenses) Interest and Expenses)
---------------- ---------- ------------------ ---------------------- ----------------------
WESTON PRESIDIO 35.23% 17,615 264,222 264,222
CAPITAL II, L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
EGL HOLDINGS FUNDS 22.50% 11,249 168,750 168,750
0000 Xxxxxxxxx-Xxxxxxxx Xxxx
Xxxxxxxx 000, Xxxxx 000
Xxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
ST. XXXX VENTURE 10.57% 5,284 79,257 79,257
CAPITAL IV, LLC
c/o St. Xxxx Venture Capital, Inc.
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000
0000 Xxxxxxxxxx Xxxx Xxxx.
Xxxxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
PARTECH INTERNATIONAL FUNDS 10.57% 5,284 79,257 79,257
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
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Common Shares
Initial Shares of Initially Subject to
Preferred Stock Preferred Stock
(Increase for Accrued (Increase for Accrued
Investors Commitment Common Shares Initially Variable Rate Note Variable Rate Note
Name and Address Percentage Subject to Warrant Interest and Expenses) Interest and Expenses)
---------------- ---------- ------------------ ---------------------- ----------------------
BANCBOSTON 10.57% 5,284 79,257 79,257
INVESTMENTS INC.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
NATIONAL CITY VENTURE 10.57% 5,284 79,257 79,257
CORPORATION
0000 X. 0xx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
--------- --------- --------- --------
Grand Total 100% 50,000 750,000 750,000
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