AMENDMENT, CONSENT AND WAIVER
AMENDMENT,
CONSENT AND WAIVER
This
AMENDMENT, CONSENT AND WAIVER (this “Amendment,
Consent and Waiver”)
is
dated as of September 28, 2007, by and among MDWERKS, INC., a Delaware
corporation (the “Company”),
XENI
FINANCIAL SERVICES, CORP., a Florida corporation (“XFS”),
and
GOTTBETTER CAPITAL MASTER, LTD., a Cayman Islands company (the “Consenting
Holder”).
WITNESSETH
WHEREAS,
pursuant to a Securities Purchase Agreement, dated as of October 19, 2006 (the
“Securities
Purchase Agreement”),
the
Consenting Holder purchased (i) Senior Secured Convertible Notes in the
aggregate principal amount of $5,000,000 (the “Notes”),
(ii)
warrants to purchase an aggregate of 375,000 shares of the Company’s common
stock, $.001 par value per share (the “Common
Stock”),
initially at an exercise price of $2.25 per share subject to adjustment (the
“Series
D Warrants”),
and
(iii) warrants to purchase an aggregate of 375,000 shares of Common Stock
initially at an exercise price of $3.25 per share subject to adjustment (the
“Series
E Warrants”);
WHEREAS,
defined terms used herein but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Securities Purchase
Agreement;
WHEREAS,
Section 4(o) of the Securities Purchase Agreement grants the Consenting Holder
the right of first refusal to purchase additional securities upon a Subsequent
Placement;
WHEREAS,
Section 4(s) of the Securities Purchase Agreement requires that the Company
obtain the Consenting Holder’s prior written consent to, among other things, the
issuance of additional capital stock;
WHEREAS,
Section 7 of the Notes provides for adjustment of the Conversion Price (as
defined in the Notes) upon certain issuances of Common Stock, Options or
Convertible Securities at a price less than the Applicable Price;
WHEREAS,
Section 15(c) of the Notes contains a negative covenant regarding the existence
of Liens (as defined in the Notes);
WHEREAS,
Section 15(e) of the Notes contains a negative covenant regarding the issuance
or sale of certain equity securities of the Company;
WHEREAS,
Section 2(a) of the Warrants provides for adjustment of the exercise price
and
number of Warrant Shares (as defined in the Warrants) upon certain issuances
of
Common Stock, Options or Convertible Securities at a price less than the
Applicable Price;
WHEREAS,
on the date hereof the Company proposes to
sell
and issue
to
Vicis Capital Master Fund (“Vicis”)
the
following securities (collectively, the “Bridge
Securities”;
such
sale and issuance, the “Bridge
Issuance”):
(i) 200 shares (the “Preferred
Shares”)
of the
Company’s Series B Convertible Preferred Stock, par value $.001 per share (the
“Series
B Preferred Stock”);
(ii) warrants to purchase an aggregate of 1,500,000 shares of Common Stock
initially at an exercise price of $2.25 per share (the “$2.25
Warrants”);
and
(c) warrants to purchase an aggregate of 1,000,000 shares of Common Stock
initially at an exercise price of $2.50 per share (the “$2.50
Warrants”,
and
together with the $2.25 Warrants, the “Bridge
Warrants”);
WHEREAS,
on
the
date hereof the Company and each of its Subsidiaries propose to
grant
second-priority security interests in favor of Vicis in order to secure such
debtors’ respective obligations in connection with the Bridge Securities and the
Bridge Issuance, and Vicis proposes to file financing statements reflecting
such
security interests;
WHEREAS,
the Consenting Holder desires to consent to the Bridge Issuance, to waive any
rights to purchase any of the Bridge Securities or other securities as part
of
or in connection with the Bridge Issuance, and to waive any potential breach
of
any covenants that restrict the Company’s ability to issue and sell additional
securities or that preclude the existence of any Liens in favor of Vicis, to
the
extent such breach results from the Bridge Issuance;
WHEREAS,
the Consenting Holder desires to amend Section 4(o) of the Securities Purchase
Agreement to limit the number of additional securities the Consenting Holder
can
purchase upon certain Subsequent Placements;
WHEREAS,
Section 1 of the Note, dated October 19, 2006, in the original principal amount
of $2,500,000 (the “October
Note”),
provides that the Company will commence payments of principal under such Note
on
October 1, 2007;
WHEREAS,
Section 1 of the Note, dated November 9, 2006, in the original principal amount
of $2,500,000 (the “November
Note”),
provides that the Company will commence payments of principal under such Note
on
November 1, 2007;
WHEREAS,
the Company has requested that commencement of payment of principal under each
Note be postponed until February 1, 2008, whereupon the first payment of
principal under each Note will be due;
WHEREAS,
the Company has requested that the definition
of “Excluded Securities”
set
forth in the Notes be amended to conform to the definition of such term in
the
Bridge Warrants;
WHEREAS,
the Consenting
Holder desires to amend and restate each Note to reflect the postponement of
the
due dates for the initial payments of principal under each Note, to attach
as a
schedule to each Note an appropriate schedule reflecting amended Installment
Amounts (as defined in each Note) and the proper Installment Dates (as defined
in each Note), to amend certain definitions as a result of the foregoing
amendments, to amend the definition
of “Excluded Securities” so as to conform to the definition of such term in the
Bridge Warrants and to rectify non-substantive typographical
errors;
WHEREAS,
pursuant to a Security Agreement, dated as of October 19, 2006 (the
“Security
Agreement”),
the
Company and the Company’s direct and indirect, wholly-owned subsidiaries,
including XFS, granted in favor of the Consenting Holder a continuing security
interest in the Collateral (as defined in the Security Agreement);
2
WHEREAS,
the Company and XFS have requested that the Consenting Holder release its
security interest in that portion of the Collateral comprised of Accounts
(as
defined in the Security Agreement) and
documents relating to Accounts, payment intangibles, contract rights and causes
of action, in each case to the extent granted by XFS (such partial release
of
Collateral, the “Partial
Release”);
WHEREAS,
the Consenting Holder desires to provide its consent to the Partial Release,
and
the parties desire to amend the Security Agreement to reflect the Partial
Release; and
WHEREAS,
in consideration for the Consenting Holder’s agreement to this Amendment,
Consent and Waiver, the Company has agreed to issue to the Consenting Holder
an
additional Series D Warrant to purchase an aggregate of 500,000 shares of Common
Stock initially at an exercise price of $2.25 per share.
NOW,
THEREFORE, in consideration of the mutual promises of the parties hereto and
of
the mutual benefits to be gained by the performance thereof, and for other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledge, the parties hereto hereby agree as follows:
1. The
Consenting Holder hereby consents to
the
Bridge
Issuance and, irrevocably and for an unlimited duration, hereby waives (i)
its
right to purchase additional securities of the Company upon the Bridge Issuance,
(ii) any potential breach of covenants that restrict the Company’s ability to
issue and sell additional securities, to the extent such breach results from
the
Bridge Issuance and (iii) any potential breach of covenants that preclude the
existence of any Liens in favor of other Persons, to the extent such breach
results from the Liens in favor of Vicis in connection with the Bridge
Issuance.
2. Section
4(o)(iii)(1) of the Securities Purchase Agreement is hereby deleted
and replaced in its entirety with the following:
“(1) The
Company shall deliver to each Buyer who still holds Notes a written notice
(the
“Offer
Notice”)
of any
proposed or intended issuance or sale or exchange (the “Offer”)
of the
securities being offered (the “Offered
Securities”)
in a
Subsequent Placement, which Offer Notice shall (w) identify and describe the
Offered Securities, (x) describe the price and other terms upon which such
Offered Securities are to be issued, sold or exchanged, and the number or amount
of the Offered Securities to be issued, sold or exchanged, (y) identify the
persons or entities (if known) to which or with which the Offered Securities
are
to be offered, issued, sold or exchanged and (z) offer to issue and sell to
or
exchange with such Buyers on a pro
rata,
pari
passu
basis
with Vicis Capital Master Fund (“Vicis”)
(based
upon Vicis’s and Buyer’s total initial subscription amounts of $2,000,000 and
$5,000,000, respectively), collectively, up to 100% of the Offered Securities.
The Offered Securities that may be purchased by Buyers shall be allocated among
such Buyers (a) based on each such Buyer’s pro rata portion of the
aggregate principal amount of Notes purchased hereunder (the “Basic
Amount”),
and
(b) with respect to each such Buyer that elects to purchase its Basic Amount,
any additional portion of the Offered Securities attributable to the Basic
Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire
should the other Buyers subscribe for less than their Basic Amounts (the
“Undersubscription
Amount”).”
3
3. The
Company acknowledges that, as a result of the Bridge Issuance, (i) the
Conversion Price set forth in the Notes will be adjusted pursuant to, in
accordance with and to the extent required by Section 7 of the Notes and (ii)
the exercise price of the Series E Warrants and the number of Warrant Shares
for
which such warrants may be exercised will be adjusted pursuant to, in accordance
with and to the extent required by Section 2(a) of the Warrants, such that
the
exercise price of the Series E Warrants will be reduced to $2.25 per share
subject to further adjustment, and the number of Warrant Shares for which such
warrants may be exercised will be increased to 541,666 and 2/3 shares subject
to
further adjustment.
4. (a)The
Consenting Holder hereby agrees that:
| (i) |
Section
1 of each of the Notes shall be amended to indicate that payments of
principal under the October Note and the November Note will
commence
on
February
1,
2008;
|
| (ii) |
an
Installment Schedule in substantially the form attached hereto as
Exhibit
A
will be attached to the October Note;
|
| (iii) |
an
Installment Schedule in substantially the form attached hereto as
Exhibit
B
will be attached to the November Note;
|
| (iv) |
the
definition of “Excluded
Securities” set forth in Section 28(o) of each of the Notes shall be
deleted and replaced in its entirety with the
following:
|
“(o) “Excluded
Securities”
means
any Common Stock and/or Options, Warrants or other Common Stock Purchase Rights
(and the Common Stock issuable pursuant to such Options) issued or issuable:
(i)
in connection with any Approved Stock Plan up to a maximum of ten percent (10%)
of the outstanding Common Stock (provided that securities issued in connection
with an Approved Stock Plan that are outstanding as of September 28, 2007,
and
shares of Common Stock issuable pursuant to exercise or conversion of such
outstanding securities shall not be included for purposes of calculating the
maximum of ten percent (10%)); (ii) upon conversion or exercise of any Options
or Convertible Securities which are outstanding on the day immediately preceding
September 28, 2007, provided that the terms of such Options or Convertible
Securities are not amended, modified or changed on or after September 28, 2007,
to lower the conversion or exercise price thereof and so long as the number
of
shares of Common Stock underlying such securities is not otherwise increased;
(iii) shares of Common Stock issued in an underwritten public offering in which
the gross cash proceeds to the Company (before underwriting discounts,
commissions and fees) are at least $10,000,000; (iv) Options issued to medical
practices that are customers of the Company in good standing to acquire up
to a
maximum of 250,000 shares of Common Stock per practice with an exercise or
conversion price at or above the Closing Sale Price on the day of issuance;
(v)
up to 250,000 shares of Common Stock (or securities convertible into 250,000
shares of Common Stock with an exercise or conversion price at or above the
Closing Sale price on the day of issuance) as consideration for strategic
acquisitions up to a maximum of 250,000 shares of Common Stock per acquisition;
(vi) up to 250,000 shares of Common Stock (or securities convertible into
250,000 shares of Common Stock with an exercise or conversion price at or above
the Closing Sale Price on the day of issuance) per year to third parties in
connection with investor relations and public relations efforts of the Company;
and (vii) shares of Common Stock, Options, or Warrants to be issued to Xxxxxx
& Xxxxxxx (or their designees) as consideration for securing a line of
credit or similar financing for the Company or its subsidiaries.”
4
| (v) |
the
definition of “Installment
Amount” set forth in Section 28(t) of each of the Notes shall be deleted
and replaced in its entirety with the
following:
|
“(t) “Installment
Amount”
means
with respect to any Installment Date, the lesser of (A) the dollar amount set
forth in the column entitled “Installment Amount” in the Installment Schedule
and that corresponds to such Installment Date and (B) the remaining principal
due hereunder. In the event the Holder shall sell or otherwise transfer any
portion of this Note, the transferee shall be allocated a pro rata portion
of
the each unpaid Installment Amount hereunder.”
| (vi) |
the
following definition of the new defined term “Installment Schedule” shall
be inserted as Section 28(v) in each of the Notes immediately following
the definition of “Installment Date”, and all subsequent definitions in
Section 28 in each of the Notes shall be re-lettered
accordingly:
|
“(v) “Installment
Schedule”
means
the Installment Schedule attached hereto as Schedule
I.”
5
(b) The
Company herewith delivers to the Consenting Holder (i) an Amended and Restated
Note in substantially the form attached hereto as Exhibit
C,
which
Amended and Restated Note amends, restates and supersedes the original October
Note, and (ii) an Amended and Restated Note in substantially the form attached
hereto as Exhibit
D,
which
Amended and Restated Note amends, restates and supersedes the original November
Note. The Consenting Holder herewith delivers both original Notes to the Company
for cancellation.
5. (a)The
Consenting Holder hereby consents to the Partial Release and herewith delivers
to the Company a UCC-3 financing statement naming XFS as the debtor and
reflecting such partial release and otherwise in form suitable for filing with
the Secretary of State of the State of Florida.
(b) In
furtherance of Section 5(a) hereof, the Security Agreement is hereby amended
by
inserting the following at the end of Section 2 of the Security
Agreement:
“Notwithstanding
the foregoing, “Collateral” shall not include and expressly excludes, with
respect to Grantor Xeni Financial Services, Corp. only, (i)
any of
such Grantor’s Accounts and documents relating to Accounts; or (v) any of such
Grantor’s Payment Intangibles, contract rights and causes of
action.”
6. The
Consenting Holder hereby consents to the execution and delivery by the Company
of the registration rights agreement delivered to Vicis contemporaneously with
this Amendment, Consent and Waiver with respect to the Common Stock issuable
upon the conversion of all or any part of the Preferred Stock or upon the
exercise of all or any portion of the Bridge Warrants, with such registration
rights agreement to be in such form as the Company’s Board of Directors
determines to be reasonable and appropriate. The Consenting Holder hereby
consents to the Company’s performance of its obligations under such registration
rights agreement.
7. Except
as
expressly amended hereby, the Securities Purchase Agreement is hereby ratified
and confirmed in every respect and shall remain in full force and effect in
accordance with its terms.
8. In
consideration for the Consenting Holder’s agreement to this Amendment, Consent
and Waiver, the Company hereby agrees to issue to the Consenting Holder an
additional Series D Warrant to purchase an aggregate of 500,000 shares of Common
Stock initially at an exercise price of $2.25 per share subject to adjustment.
The Company herewith delivers to the Consenting Holder such additional Series
D
Warrant in substantially the form attached hereto as Exhibit
E.
9. This
Amendment, Consent and Waiver shall be construed and enforced in accordance
with
the laws of the State of New York.
6
10. This
Amendment, Consent and Waiver may be executed in one or more counterparts,
all
of which shall together constitute a single agreement. A facsimile of an
executed counterpart signature page shall be deemed to constitute an original
executed counterpart signature page.
IN
WITNESS WHEREOF, the parties hereto have duly executed this
Amendment,
Consent
and Waiver as of the day and year first above written.
| MDWERKS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxx | |
|
Name: Xxxxxx
Xxxx
Title: Chief
Executive Officer
|
||
| XENI FINANCIAL SERVICES, CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxx | |
|
Name: Xxxxxx
Xxxx
Title: Chief
Executive Officer
|
||
| GOTTBETTER CAPITAL MASTER, LTD. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxxxxx | |
|
Name:
Xxxx X. Xxxxxxxxxx
Title:
Director
|
||
7
EXHIBIT
A
INSTALLMENT
SCHEDULE TO OCTOBER NOTE
|
Issue
Date
|
10/19/2006
|
||||||||||||||||||
|
Face
Amount
|
$
|
2,500,000
|
|||||||||||||||||
|
Interest
Rate
|
8.0
|
%
|
|||||||||||||||||
|
Term
(months)
|
36
|
||||||||||||||||||
|
Principal
(months)
|
25
|
||||||||||||||||||
|
Period
|
Installment
Date
|
|
|
Beginning
Principal
|
|
|
Accrued
Interest
|
|
|
Interest
Due
|
|
|
Installment
Payment
|
|
|
Ending
Principal
|
|||
|
0
|
11/1/2006
|
$
|
2,500,000.00
|
$
|
6,666.67
|
$
|
0.00
|
$
|
0.00
|
$
|
2,500,000.00
|
||||||||
|
1
|
12/1/2006
|
2,500,000.00
|
16,666.67
|
23,333.33
|
0.00
|
2,500,000.00
|
|||||||||||||
|
2
|
1/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
3
|
2/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
4
|
3/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
5
|
4/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
6
|
5/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
7
|
6/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
8
|
7/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
9
|
8/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
10
|
9/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
11
|
10/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
12
|
11/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
13
|
12/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
14
|
1/1/2008
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
15
|
2/1/2008
|
2,500,000.00
|
16,666.67
|
16,666.67
|
113,636.36
|
2,386,363.64
|
|||||||||||||
|
16
|
3/1/2008
|
2,386,363.64
|
15,909.09
|
15,909.09
|
113,636.36
|
2,272,727.27
|
|||||||||||||
|
17
|
4/1/2008
|
2,272,727.27
|
15,151.52
|
15,151.52
|
113,636.36
|
2,159,090.91
|
|||||||||||||
|
18
|
5/1/2008
|
2,159,090.91
|
14,393.94
|
14,393.94
|
113,636.36
|
2,045,454.55
|
|||||||||||||
|
19
|
6/1/2008
|
2,045,454.55
|
13,636.36
|
13,636.36
|
113,636.36
|
1,931,818.18
|
|||||||||||||
|
20
|
7/1/2008
|
1,931,818.18
|
12,878.79
|
12,878.79
|
113,636.36
|
1,818,181.82
|
|||||||||||||
|
21
|
8/1/2008
|
1,818,181.82
|
12,121.21
|
12,121.21
|
113,636.36
|
1,704,545.45
|
|||||||||||||
|
22
|
9/1/2008
|
1,704,545.45
|
11,363.64
|
11,363.64
|
113,636.36
|
1,590,909.09
|
|||||||||||||
|
23
|
10/1/2008
|
1,590,909.09
|
10,606.06
|
10,606.06
|
113,636.36
|
1,477,272.73
|
|||||||||||||
|
24
|
11/1/2008
|
1,477,272.73
|
9,848.48
|
9,848.48
|
113,636.36
|
1,363,636.36
|
|||||||||||||
|
25
|
12/1/2008
|
1,363,636.36
|
9,090.91
|
9,090.91
|
113,636.36
|
1,250,000.00
|
|||||||||||||
|
26
|
1/1/2009
|
1,250,000.00
|
8,333.33
|
8,333.33
|
113,636.36
|
1,136,363.64
|
|||||||||||||
|
27
|
2/1/2009
|
1,136,363.64
|
7,575.76
|
7,575.76
|
113,636.36
|
1,022,727.27
|
|||||||||||||
|
28
|
3/1/2009
|
1,022,727.27
|
6,818.18
|
6,818.18
|
113,636.36
|
909,090.91
|
|||||||||||||
|
29
|
4/1/2009
|
909,090.91
|
6,060.61
|
6,060.61
|
113,636.36
|
795,454.55
|
|||||||||||||
|
30
|
5/1/2009
|
795,454.55
|
5,303.03
|
5,303.03
|
113,636.36
|
681,818.18
|
8
|
Period
|
Installment
Date
|
|
|
Beginning
Principal
|
|
|
Accrued
Interest
|
|
|
Interest
Due
|
|
|
Installment
Payment
|
|
|
Ending
Principal
|
|||
|
31
|
6/1/2009
|
681,818.18
|
4,545.45
|
4,545.45
|
113,636.36
|
568,181.82
|
|||||||||||||
|
32
|
7/1/2009
|
568,181.82
|
3,787.88
|
3,787.88
|
113,636.36
|
454,545.45
|
|||||||||||||
|
33
|
8/1/2009
|
454,545.45
|
3,030.30
|
3,030.30
|
113,636.36
|
340,909.09
|
|||||||||||||
|
34
|
9/1/2009
|
340,909.09
|
2,272.73
|
2,272.73
|
113,636.36
|
227,272.73
|
|||||||||||||
|
35
|
10/1/2009
|
227,272.73
|
1,515.15
|
1,515.15
|
113,636.36
|
113,636.36
|
|||||||||||||
|
36
|
10/18/2009
|
113,636.36
|
454.55
|
454.55
|
113,636.36
|
0.00
|
9
EXHIBIT
B
INSTALLMENT
SCHEDULE TO NOVEMBER NOTE
|
Issue
Date
|
11/9/2006
|
||||||||||||||||||
|
Face
Amount
|
$
|
2,500,000
|
|||||||||||||||||
|
Interest
Rate
|
8.0
|
%
|
|||||||||||||||||
|
Term
(months)
|
36
|
||||||||||||||||||
|
Principal
(months)
|
25
|
||||||||||||||||||
|
Period
|
Installment
Date
|
Beginning
Principal
|
Accrued
Interest
|
Interest
Due
|
Installment
Payment
|
Ending
Principal
|
|||||||||||||
|
0
|
12/1/2006
|
$
|
2,500,000.00
|
$
|
11,666.67
|
$
|
11,666.67
|
$
|
0.00
|
$
|
2,500,000.00
|
||||||||
|
1
|
1/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
2
|
2/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
3
|
3/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
4
|
4/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
5
|
5/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
6
|
6/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
7
|
7/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
8
|
8/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
9
|
9/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
10
|
10/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
11
|
11/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
12
|
12/1/2007
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
13
|
1/1/2008
|
2,500,000.00
|
16,666.67
|
16,666.67
|
0.00
|
2,500,000.00
|
|||||||||||||
|
14
|
2/1/2008
|
2,500,000.00
|
16,666.67
|
16,666.67
|
108,695.65
|
2,391,304.35
|
|||||||||||||
|
15
|
3/1/2008
|
2,391,304.35
|
15,942.03
|
15,942.03
|
108,695.65
|
2,282,608.70
|
|||||||||||||
|
16
|
4/1/2008
|
2,282,608.70
|
15,217.39
|
15,217.39
|
108,695.65
|
2,173,913.04
|
|||||||||||||
|
17
|
5/1/2008
|
2,173,913.04
|
14,492.75
|
14,492.75
|
108,695.65
|
2,065,217.39
|
|||||||||||||
|
18
|
6/1/2008
|
2,065,217.39
|
13,768.12
|
13,768.12
|
108,695.65
|
1,956,521.74
|
|||||||||||||
|
19
|
7/1/2008
|
1,956,521.74
|
13,043.48
|
13,043.48
|
108,695.65
|
1,847,826.09
|
|||||||||||||
|
20
|
8/1/2008
|
1,847,826.09
|
12,318.84
|
12,318.84
|
108,695.65
|
1,739,130.43
|
|||||||||||||
|
21
|
9/1/2008
|
1,739,130.43
|
11,594.20
|
11,594.20
|
108,695.65
|
1,630,434.78
|
|||||||||||||
|
22
|
10/1/2008
|
1,630,434.78
|
10,869.57
|
10,869.57
|
108,695.65
|
1,521,739.13
|
|||||||||||||
|
23
|
11/1/2008
|
1,521,739.13
|
10,144.93
|
10,144.93
|
108,695.65
|
1,413,043.48
|
|||||||||||||
|
24
|
12/1/2008
|
1,413,043.48
|
9,420.29
|
9,420.29
|
108,695.65
|
1,304,347.83
|
|||||||||||||
|
25
|
1/1/2009
|
1,304,347.83
|
8,695.65
|
8,695.65
|
108,695.65
|
1,195,652.17
|
|||||||||||||
|
26
|
2/1/2009
|
1,195,652.17
|
7,971.01
|
7,971.01
|
108,695.65
|
1,086,956.52
|
|||||||||||||
|
27
|
3/1/2009
|
1,086,956.52
|
7,246.38
|
7,246.38
|
108,695.65
|
978,260.87
|
|||||||||||||
|
28
|
4/1/2009
|
978,260.87
|
6,521.74
|
6,521.74
|
108,695.65
|
869,565.22
|
|||||||||||||
|
Period
|
Installment
Date
|
Beginning
Principal
|
Accrued
Interest
|
Interest
Due
|
Installment
Payment
|
Ending
Principal
|
|||||||||||||
|
29
|
5/1/2009
|
869,565.22
|
5,797.10
|
5,797.10
|
108,695.65
|
760,869.57
|
|||||||||||||
|
30
|
6/1/2009
|
760,869.57
|
5,072.46
|
5,072.46
|
108,695.65
|
652,173.91
|
|||||||||||||
|
31
|
7/1/2009
|
652,173.91
|
4,347.83
|
4,347.83
|
108,695.65
|
543,478.26
|
|||||||||||||
|
32
|
8/1/2009
|
543,478.26
|
3,623.19
|
3,623.19
|
108,695.65
|
434,782.61
|
|||||||||||||
|
33
|
9/1/2009
|
434,782.61
|
2,898.55
|
2,898.55
|
108,695.65
|
326,086.96
|
|||||||||||||
|
34
|
10/1/2009
|
326,086.96
|
2,173.91
|
2,173.91
|
108,695.65
|
217,391.30
|
|||||||||||||
|
35
|
11/1/2009
|
217,391.30
|
1,449.28
|
1,449.28
|
108,695.65
|
108,695.65
|
|||||||||||||
|
36
|
11/9/2009
|
108,695.65
|
217.39
|
217.39
|
108,695.65
|
0.00
|
EXHIBIT
C
FORM
OF AMENDED AND RESTATED
OCTOBER NOTE
EXHIBIT
D
FORM
OF AMENDED
AND RESTATED NOVEMBER NOTE
EXHIBIT
E
FORM
OF ADDITIONAL SERIES D WARRANT
