AMENDMENT NO. 1 TO THE SECURITIES ACQUISITION AND INVESTOR RIGHTS AGREEMENT
Exhibit
99.2
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 ("Amendment No.
1") to that certain Securities Acquisition and Investor Rights Agreement
dated
December 8, 2006 (the "Original Agreement") by and between MEDirect Latino
Inc.
(the "Borrower") and Granite Creek FlexCap I, L.P is entered into as of this
___
day of June, 2007 by and between the Company and the Holder.
WHEREAS,
the Company, the Holders and
Granite Creek Partners, L.L.C. ("Agent") have agreed to enter into Amendment
No.
2 to the Loan Agreement; and
WHEREAS,
a condition to the funding of
the moneys provided for in Amendment No. 2 to the Loan Agreement is the Company
entering into this Amendment No. 1 with each of the Holders.
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Company and the Holder hereby
agree
as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in
full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
the Holder of any covenant or default under the Original Agreement and shall
not
be understood or construed as a waiver, compromise or limitation on the Holder's
ability to pursue its remedies under the Agreement. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed
to
such terms in the Amended Agreement. The Original Agreement and this
Amendment No. 1 shall hereafter collectively be referred to as the Agreement
and
all references in the Original Agreement to the "Agreement" shall hereafter
refer to the Original Agreement and this Amendment No. 1.
2. Amendment
of Section
4.1. Section
4.1(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
(b) In
the event the principal and interest due under the Holder's Note from time
to
time, or any portion thereof, is to be converted, the Holder shall surrender
the
Note to the Borrower during usual business hours together with the Conversion
Notice specifying that the Holder elects to convert its Note into shares
of
Common Stock in accordance with the provisions of the Note and this Agreement,
the dollar amount to be converted into shares (the "Conversion Amount") and
specifying the name or names in which the shares to be issued upon such
conversion shall be held, together with the addresses and social security
numbers, in the case of natural persons, or federal employer identification
numbers, in the case of entities, of the persons so named. The number
of shares of Common Stock to be issued upon the conversion of the amounts
due
under the Holder's Note shall be calculated as follows, subject to adjustment
as
set forth in Section 4.4 below: the Conversion Amount shall be
multiplied by (i) .4286 and that amount shall be converted into shares at
$1.50
per share, (ii) .2857 and that amount shall be
-1-
converted
into shares at $2.00 per share; (iii) .2857 and that amount shall be
converted into shares at $2.50 per share; provided, however that notwithstanding
the foregoing formula, at the Holder's option up to the Holder's Pro Rata
Share
of the $1,000,000 portion of the Second Advance pursuant to Amendment No.
2 to
the Loan Agreement may be converted at $0.80 per share (in any case,
a "Conversion Price" and together the "Conversion Prices").
3. Acknowledgement. With
respect to Section 4.1(c), the Holder acknowledges that Xxxxx XxXxxxx became
Chief Financial Officer of the Company effective May __,
2007. The Company acknowledges that the appointment of anyone
as an interim holder of either the Chief Executive Officer or Chief Financial
Officer positions with the Company is of no consequence within the context
of
Section 4.1(c) of the Agreement.
[THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-2-
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to the Securities Acquisition and Investor
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
GRANITE
CREEK FLEXCAP I,
L.P.
By: __________________________
Name: __________________________
Title: __________________________
Address
for Notice:
000
Xxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxx
Xxxxxx
With
a
copy to:
Xxxxxxxx
& Xxxxx
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxxx
X. Xxxxxxx
By:
/s/ Xxxxxxx X. Xxxxxx, III
Its: CEO
Name: Xxxxxxx
X. Xxxxxx, III
-3-
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 ("Amendment No.
1") to that certain Securities Acquisition and Investor Rights Agreement
dated
December 8, 2006 (the "Original Agreement") by and between MEDirect Latino
Inc.
(the "Borrower") and St. Cloud Capital Partners, L.P. is entered into as
of this
___ day of June, 2007 by and between the Company and the Holder.
WHEREAS,
the Company, the Holders and
Granite Creek Partners, L.L.C. ("Agent") have agreed to enter into Amendment
No.
2 to the Loan Agreement; and
WHEREAS,
a condition to the funding of
the moneys provided for in Amendment No. 2 to the Loan Agreement is the Company
entering into this Amendment No. 1 with each of the Holders.
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Company and the Holder hereby
agree
as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in
full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
the Holder of any covenant or default under the Original Agreement and shall
not
be understood or construed as a waiver, compromise or limitation on the Holder's
ability to pursue its remedies under the Agreement. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed
to
such terms in the Amended Agreement. The Original Agreement and this
Amendment No. 1 shall hereafter collectively be referred to as the Agreement
and
all references in the Original Agreement to the "Agreement" shall hereafter
refer to the Original Agreement and this Amendment No. 1.
2. Amendment
of Section
4.1. Section
4.1(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
(b) In
the event the principal and interest due under the Holder's Note from time
to
time, or any portion thereof, is to be converted, the Holder shall surrender
the
Note to the Borrower during usual business hours together with the Conversion
Notice specifying that the Holder elects to convert its Note into shares
of
Common Stock in accordance with the provisions of the Note and this Agreement,
the dollar amount to be converted into shares (the "Conversion Amount") and
specifying the name or names in which the shares to be issued upon such
conversion shall be held, together with the addresses and social security
numbers, in the case of natural persons, or federal employer identification
numbers, in the case of entities, of the persons so named. The number
of shares of Common Stock to be issued upon the conversion of the amounts
due
under the Holder's Note shall be calculated as follows, subject to adjustment
as
set forth in Section 4.4 below: the Conversion Amount shall be
multiplied by (i) .4286 and that amount shall be converted into shares at
$1.50
per share, (ii) .2857 and that amount shall be
-4-
converted
into shares at $2.00 per share; (iii) .2857 and that amount shall be
converted into shares at $2.50 per share; provided, however that notwithstanding
the foregoing formula, at the Holder's option up to the Holder's Pro Rata
Share
of the $1,000,000 portion of the Second Advance pursuant to Amendment No.
2 to
the Loan Agreement may be converted at $0.80 per share (in any case,
a "Conversion Price" and together the "Conversion Prices").
3. Acknowledgement. With
respect to Section 4.1(c), the Holder acknowledges that Xxxxx XxXxxxx became
Chief Financial Officer of the Company effective May __,
2007. The Company acknowledges that the appointment of anyone
as an interim holder of either the Chief Executive Officer or Chief Financial
Officer positions with the Company is of no consequence within the context
of
Section 4.1(c) of the Agreement.
[THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-5-
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to the Securities Acquisition and Investor
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
ST.
CLOUD CAPITAL PARTNERS,
L.P.
Delaware
limited
partnership
By: __________________________
Name: __________________________
Title: __________________________
Address
for Notice:
000
Xxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxx
Xxxxxx
With
a
copy to:
Xxxxxxxx
& Xxxxx
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxxx
X. Xxxxxxx
By:
/s/ Xxxxxxx X. Xxxxxx, III
Its: CEO
Name: Xxxxxxx
X. Xxxxxx, III
-6-
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 ("Amendment No.
1") to that certain Securities Acquisition and Investor Rights Agreement
dated
December 8, 2006 (the "Original Agreement") by and between MEDirect Latino
Inc.
(the "Borrower") and KKP Investments, II LLC is entered into as of this ___
day
of June, 2007 by and between the Company and the Holder.
WHEREAS,
the Company, the Holders and
Granite Creek Partners, L.L.C. ("Agent") have agreed to enter into Amendment
No.
2 to the Loan Agreement; and
WHEREAS,
a condition to the funding of
the moneys provided for in Amendment No. 2 to the Loan Agreement is the Company
entering into this Amendment No. 1 with each of the Holders.
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Company and the Holder hereby
agree
as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in
full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
the Holder of any covenant or default under the Original Agreement and shall
not
be understood or construed as a waiver, compromise or limitation on the Holder's
ability to pursue its remedies under the Agreement. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed
to
such terms in the Amended Agreement. The Original Agreement and this
Amendment No. 1 shall hereafter collectively be referred to as the Agreement
and
all references in the Original Agreement to the "Agreement" shall hereafter
refer to the Original Agreement and this Amendment No. 1.
2. Amendment
of Section
4.1. Section
4.1(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
(b) In
the event the principal and interest due under the Holder's Note from time
to
time, or any portion thereof, is to be converted, the Holder shall surrender
the
Note to the Borrower during usual business hours together with the Conversion
Notice specifying that the Holder elects to convert its Note into shares
of
Common Stock in accordance with the provisions of the Note and this Agreement,
the dollar amount to be converted into shares (the "Conversion Amount") and
specifying the name or names in which the shares to be issued upon such
conversion shall be held, together with the addresses and social security
numbers, in the case of natural persons, or federal employer identification
numbers, in the case of entities, of the persons so named. The number
of shares of Common Stock to be issued upon the conversion of the amounts
due
under the Holder's Note shall be calculated as follows, subject to adjustment
as
set forth in Section 4.4 below: the Conversion Amount shall be
multiplied by (i) .4286 and that amount shall be converted into shares at
$1.50
per share, (ii) .2857 and that amount shall be
-7-
converted
into shares at $2.00 per share; (iii) .2857 and that amount shall be
converted into shares at $2.50 per share; provided, however that notwithstanding
the foregoing formula, at the Holder's option up to the Holder's Pro Rata
Share
of the $1,000,000 portion of the Second Advance pursuant to Amendment No.
2 to
the Loan Agreement may be converted at $0.80 per share (in any case,
a "Conversion Price" and together the "Conversion Prices").
3. Acknowledgement. With
respect to Section 4.1(c), the Holder acknowledges that Xxxxx XxXxxxx became
Chief Financial Officer of the Company effective May __,
2007. The Company acknowledges that the appointment of anyone
as an interim holder of either the Chief Executive Officer or Chief Financial
Officer positions with the Company is of no consequence within the context
of
Section 4.1(c) of the Agreement.
[THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-8-
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to the Securities Acquisition and Investor
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
KKP
INVESTMENTS, II LLC
A
Delaware limited liability
company
By: __________________________
Name: __________________________
Title: __________________________
Address
for Notice:
000
Xxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxx
Xxxxxx
With
a
copy to:
Xxxxxxxx
& Xxxxx
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxxx
X. Xxxxxxx
By:
/s/ Xxxxxxx X. Xxxxxx, III
Its: CEO
Name: Xxxxxxx
X. Xxxxxx, III
-9-
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 ("Amendment No.
1") to that certain Securities Acquisition and Investor Rights Agreement
dated
December 8, 2006 (the "Original Agreement") by and between MEDirect Latino
Inc.
(the "Borrower") and Hungry Lizard, LLC is entered into as of this ___ day
of
June, 2007 by and between the Company and the Holder.
WHEREAS,
the Company, the Holders and
Granite Creek Partners, L.L.C. ("Agent") have agreed to enter into Amendment
No.
2 to the Loan Agreement; and
WHEREAS,
a condition to the funding of
the moneys provided for in Amendment No. 2 to the Loan Agreement is the Company
entering into this Amendment No. 1 with each of the Holders.
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Company and the Holder hereby
agree
as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in
full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
the Holder of any covenant or default under the Original Agreement and shall
not
be understood or construed as a waiver, compromise or limitation on the Holder's
ability to pursue its remedies under the Agreement. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed
to
such terms in the Amended Agreement. The Original Agreement and this
Amendment No. 1 shall hereafter collectively be referred to as the Agreement
and
all references in the Original Agreement to the "Agreement" shall hereafter
refer to the Original Agreement and this Amendment No. 1.
2. Amendment
of Section
4.1. Section
4.1(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
(b) In
the event the principal and interest due under the Holder's Note from time
to
time, or any portion thereof, is to be converted, the Holder shall surrender
the
Note to the Borrower during usual business hours together with the Conversion
Notice specifying that the Holder elects to convert its Note into shares
of
Common Stock in accordance with the provisions of the Note and this Agreement,
the dollar amount to be converted into shares (the "Conversion Amount") and
specifying the name or names in which the shares to be issued upon such
conversion shall be held, together with the addresses and social security
numbers, in the case of natural persons, or federal employer identification
numbers, in the case of entities, of the persons so named. The number
of shares of Common Stock to be issued upon the conversion of the amounts
due
under the Holder's Note shall be calculated as follows, subject to adjustment
as
set forth in Section 4.4 below: the Conversion Amount shall be
multiplied by (i) .4286 and that amount shall be converted into shares at
$1.50
per share, (ii) .2857 and that amount shall be
-10-
converted
into shares at $2.00 per share; (iii) .2857 and that amount shall be
converted into shares at $2.50 per share; provided, however that notwithstanding
the foregoing formula, at the Holder's option up to the Holder's Pro Rata
Share
of the $1,000,000 portion of the Second Advance pursuant to Amendment No.
2 to
the Loan Agreement may be converted at $0.80 per share (in any case,
a "Conversion Price" and together the "Conversion Prices").
3. Acknowledgement. With
respect to Section 4.1(c), the Holder acknowledges that Xxxxx XxXxxxx became
Chief Financial Officer of the Company effective May __,
2007. The Company acknowledges that the appointment of anyone
as an interim holder of either the Chief Executive Officer or Chief Financial
Officer positions with the Company is of no consequence within the context
of
Section 4.1(c) of the Agreement.
[THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-11-
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to the Securities Acquisition and Investor
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
HUNGRY
LIZARD, LLC
An
Ohio limited liability
company
By: __________________________
Name: __________________________
Title: __________________________
Address
for Notice:
000
Xxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxx
Xxxxxx
With
a
copy to:
Xxxxxxxx
& Xxxxx
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxxx
X. Xxxxxxx
By:
/s/ Xxxxxxx X. Xxxxxx, III
Its: CEO
Name: Xxxxxxx
X. Xxxxxx, III
-12-
AMENDMENT
NO. 1 TO THE
SECURITIES
ACQUISITION AND INVESTOR RIGHTS AGREEMENT
This
Amendment No. 1 ("Amendment No.
1") to that certain Securities Acquisition and Investor Rights Agreement
dated
December 8, 2006 (the "Original Agreement") by and between MEDirect Latino
Inc.
(the "Borrower") and Xxxx X. and Xxxx Xxxxxx is entered into as of this ___
day
of June, 2007 by and between the Company and the Holder.
WHEREAS,
the Company, the Holders and
Granite Creek Partners, L.L.C. ("Agent") have agreed to enter into Amendment
No.
2 to the Loan Agreement; and
WHEREAS,
a condition to the funding of
the moneys provided for in Amendment No. 2 to the Loan Agreement is the Company
entering into this Amendment No. 1 with each of the Holders.
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Company and the Holder hereby
agree
as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in
full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
the Holder of any covenant or default under the Original Agreement and shall
not
be understood or construed as a waiver, compromise or limitation on the Holder's
ability to pursue its remedies under the Agreement. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed
to
such terms in the Amended Agreement. The Original Agreement and this
Amendment No. 1 shall hereafter collectively be referred to as the Agreement
and
all references in the Original Agreement to the "Agreement" shall hereafter
refer to the Original Agreement and this Amendment No. 1.
2. Amendment
of Section
4.1. Section
4.1(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
(b) In
the event the principal and interest due under the Holder's Note from time
to
time, or any portion thereof, is to be converted, the Holder shall surrender
the
Note to the Borrower during usual business hours together with the Conversion
Notice specifying that the Holder elects to convert its Note into shares
of
Common Stock in accordance with the provisions of the Note and this Agreement,
the dollar amount to be converted into shares (the "Conversion Amount") and
specifying the name or names in which the shares to be issued upon such
conversion shall be held, together with the addresses and social security
numbers, in the case of natural persons, or federal employer identification
numbers, in the case of entities, of the persons so named. The number
of shares of Common Stock to be issued upon the conversion of the amounts
due
under the Holder's Note shall be calculated as follows, subject to adjustment
as
set forth in Section 4.4 below: the Conversion Amount shall be
multiplied by (i) .4286 and that amount shall be converted into shares at
$1.50
per share, (ii) .2857 and that amount shall be
-13-
converted
into shares at $2.00 per share; (iii) .2857 and that amount shall be
converted into shares at $2.50 per share; provided, however that notwithstanding
the foregoing formula, at the Holder's option up to the Holder's Pro Rata
Share
of the $1,000,000 portion of the Second Advance pursuant to Amendment No.
2 to
the Loan Agreement may be converted at $0.80 per share (in any case,
a "Conversion Price" and together the "Conversion Prices").
3. Acknowledgement. With
respect to Section 4.1(c), the Holder acknowledges that Xxxxx XxXxxxx became
Chief Financial Officer of the Company effective May __,
2007. The Company acknowledges that the appointment of anyone
as an interim holder of either the Chief Executive Officer or Chief Financial
Officer positions with the Company is of no consequence within the context
of
Section 4.1(c) of the Agreement.
[THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-14-
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to the Securities Acquisition and Investor
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
XXXX
X. AND XXXX XXXXXX
Individual
residents of the State of
New York
By: __________________________
Name: __________________________
Title: __________________________
Address
for Notice:
000
Xxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxx
Xxxxxx
With
a
copy to:
Xxxxxxxx
& Xxxxx
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxxx
X. Xxxxxxx
By:
/s/ Xxxxxxx X. Xxxxxx, III
Its: CEO
Name: Xxxxxxx
X. Xxxxxx, III
-15-
AMENDMENT
NO. 1 TO THE
SECURITIES
ACQUISITION AND INVESTOR RIGHTS AGREEMENT
This
Amendment No. 1 ("Amendment No.
1") to that certain Securities Acquisition and Investor Rights Agreement
dated
December 8, 2006 (the "Original Agreement") by and between MEDirect Latino
Inc.
(the "Borrower") and Bedford Oak Partners, L.P. is entered into as of this
___
day of June, 2007 by and between the Company and the Holder.
WHEREAS,
the Company, the Holders and
Granite Creek Partners, L.L.C. ("Agent") have agreed to enter into Amendment
No.
2 to the Loan Agreement; and
WHEREAS,
a condition to the funding of
the moneys provided for in Amendment No. 2 to the Loan Agreement is the Company
entering into this Amendment No. 1 with each of the Holders.
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Company and the Holder hereby
agree
as follows:
1. Nature
of Amendment; Use of Terms. This Amendment No. 1 amends the
Original Agreement only as specifically set forth herein. Any terms
of the Original Agreement not specifically amended herein shall remain in
full
force and effect. Unless specifically addressed herein, this
Amendment No. 1 shall not be understood or construed as a consent or waiver
by
the Holder of any covenant or default under the Original Agreement and shall
not
be understood or construed as a waiver, compromise or limitation on the Holder's
ability to pursue its remedies under the Agreement. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed
to
such terms in the Amended Agreement. The Original Agreement and this
Amendment No. 1 shall hereafter collectively be referred to as the Agreement
and
all references in the Original Agreement to the "Agreement" shall hereafter
refer to the Original Agreement and this Amendment No. 1.
2. Amendment
of Section
4.1. Section
4.1(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
(b) In
the event the principal and interest due under the Holder's Note from time
to
time, or any portion thereof, is to be converted, the Holder shall surrender
the
Note to the Borrower during usual business hours together with the Conversion
Notice specifying that the Holder elects to convert its Note into shares
of
Common Stock in accordance with the provisions of the Note and this Agreement,
the dollar amount to be converted into shares (the "Conversion Amount") and
specifying the name or names in which the shares to be issued upon such
conversion shall be held, together with the addresses and social security
numbers, in the case of natural persons, or federal employer identification
numbers, in the case of entities, of the persons so named. The number
of shares of Common Stock to be issued upon the conversion of the amounts
due
under the Holder's Note shall be calculated as follows, subject to adjustment
as
set forth in Section 4.4 below: the Conversion Amount shall be
multiplied by (i) .4286 and that
-16-
amount
shall be converted into shares at $1.50 per share, (ii) .2857 and that amount
shall be converted into shares at $2.00 per share; (iii) .2857 and
that amount shall be converted into shares at $2.50 per share; provided,
however
that notwithstanding the foregoing formula, at the Holder's option up to
the
Holder's Pro Rata Share of the $1,000,000 portion of the Second Advance pursuant
to Amendment No. 2 to the Loan Agreement may be converted at $0.80 per
share (in any case, a "Conversion Price" and together the "Conversion
Prices").
3. Acknowledgement. With
respect to Section 4.1(c), the Holder acknowledges that Xxxxx XxXxxxx became
Chief Financial Officer of the Company effective May __,
2007. The Company acknowledges that the appointment of anyone
as an interim holder of either the Chief Executive Officer or Chief Financial
Officer positions with the Company is of no consequence within the context
of
Section 4.1(c) of the Agreement.
[THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
-17-
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to the Securities Acquisition and Investor
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
BEDFORD
OAK PARTNERS, L.P.
A
Delaware limited
partnership
By: __________________________
Name: __________________________
Title: __________________________
Address
for Notice:
000
Xxxx
Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxx
Xxxxxx
With
a
copy to:
Xxxxxxxx
& Xxxxx
000
Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn: Xxxxx
X. Xxxxxxx
MEDIRECT
LATINO INC.
By:
/s/ Xxxxxxx X. Xxxxxx, III
Its: CEO
Name: Xxxxxxx
X. Xxxxxx, III
-18-
