FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Exhibit
10.15
FOURTH
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS
FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT is made on September 17, 2010
(this “Agreement”),
by and between 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, “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 Securities
Purchase Agreement dated as of March 31, 2008 by and between Purchaser and the
Company, as amended by the First Amendment to Securities Purchase Agreement
dated as of April 16, 2009, the Second Amendment to Securities Purchase
Agreement dated February 12, 2010 and the Third Amendment to Securities Purchase
Agreement dated May 24, 2010 (as otherwise amended, the “Securities
Purchase Agreement”).
1. Section
10.1 of the Securities Purchase Agreement is hereby amended to add new Section
10.1(v), which reads as follows:
If the
Company enters into a definitive agreement (a "Merger Agreement") with
respect to a Change of Control prior to December 31, 2010 and fails for any
reason to (a) consummate such transaction by March 31, 2011, or (b) file a proxy
statement or information statement (as applicable) in respect of the
transactions contemplated by the Merger Agreement with the Securities and
Exchange Commission within 45 days after the execution of the Merger
Agreement."
2. This
Agreement amends the Securities Purchase Agreement and all references to the
Securities Purchase Agreement shall be deemed to incorporate this
Agreement. All other terms and conditions of the Transaction
Documents shall remain in full force and effect and shall not be affected by
this Agreement.
3. This
Agreement 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 hereon,
and all of which shall together constitute one and the same
instrument. This Agreement 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
Securities Purchase Agreement are hereby incorporated by reference and made a
part of this Agreement mutatis
mutandis, except that the references therein to “this Agreement” shall
include this Agreement.
5. The
Company confirms and agrees that this Agreement shall constitute a Transaction
Document under the Securities Purchase Agreement. Accordingly, it
shall be an Event of Default under the Securities Purchase Agreement if any
representation or warranty made or deemed made by the Company under or in
connection with this Agreement shall have been incorrect in any material respect
when made or deemed made or if the Company fails to perform or comply with any
covenant or agreement contained herein.
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[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly
signed as of the date first above written.
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BISON
CAPITAL EQUITY PARTNERS
II-A,
L.P.
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By:
BISON CAPITAL PARTNERS II,
LLC,
its general partner
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By:
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/s/ Xxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxx
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Title:
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Managing
Member
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BISON
CAPITAL EQUITY PARTNERS
II-B,
L.P.
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By:
BISON CAPITAL PARTNERS II,
LLC,
its general partner
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By:
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/s/ Xxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxx
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Title:
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Managing
Member
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THE
CENTER FOR WOUND HEALING,
INC.
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By:
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/s/ Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Chief
Executive Officer
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Signature
Page to Fourth Amendment to Securities Purchase Agreement
