Robert Prunetti, President & CEO Performance Health Technologies, Inc. Trenton, NJ 08611 January 24, 2008Performance Health Technologies Inc • April 15th, 2008 • Electromedical & electrotherapeutic apparatus • Florida
PERFORMANCE HEALTH TECHNOLOGIES, INC.., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”), a copy of which has been delivered to you, up to $2,500,000 worth of units (the “Units”), each unit is $1,000 and with terms described in Exhibit A. Dawson James Securities, Inc. (the “Selling Agent”) agrees to offer and sell the Offered Securities on a non-exclusive “best efforts” basis during the offering period described in the Offering Document (the “Offering Period”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Offering Document. It is intended that the offer, offer for sale and sale of the Offered Securities will be made only to “accredited inv
FORM OF WARRANT To Purchase _____ shares of Common Stock, $.01 par value of Performance Health Technologies, Inc. Expiring ________________, 2013Performance Health Technologies Inc • April 15th, 2008 • Electromedical & electrotherapeutic apparatus • Delaware
THIS IS TO CERTIFY THAT, for value received, _______________________________, or his registered assigns (hereinafter referred to as the (“Holder”), is entitled to subscribe and purchase from PERFORMANCE HEALTH TECHNOLOGIES, INC., a Delaware corporation (the “Company”), commencing on the date hereof, _________ shares of Common Stock, $.01 par value, of the Company (the “Shares”), at the place where the Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as hereinafter defined), all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described; provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Company Common Stock beneficially owned by the Holder and its af
SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRESubscription Agreement and Investor Questionnaire • April 15th, 2008 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Subscription Agreement and Investor Questionnaire (the “Agreement”) is made and entered into as of the date set forth below by and between the person or entity set forth on the signature page below (the “Investor”) and Performance Health Technologies, Inc. ("PHT").
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT...Performance Health Technologies Inc • April 15th, 2008 • Electromedical & electrotherapeutic apparatus • Delaware
THIS IS TO CERTIFY THAT, for value received, __________, or his registered assigns (hereinafter referred to as the (“Holder”), is entitled to subscribe and purchase from PERFORMANCE HEALTH TECHNOLOGIES, INC., a Delaware corporation (the “Company”), commencing on the date hereof, ______ shares of Common Stock, $.01 par value, of the Company (the “Shares”), at the place where the Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as hereinafter defined), all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described; provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Company Common Stock beneficially owned by the Holder and its affiliates to exceed 9.99%
SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2008 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New Jersey
This Subscription Agreement (the “Agreement”) is made and entered into as of the date set forth below by and between the person or entity set forth on the signature page below (the “Investor”) and Performance Health Technologies, Inc. (“PHT”).
THIRD LEASE AMENDMENTThird Lease Amendment • April 15th, 2008 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New Jersey
This THIRD LEASE AMENDMENT (this “Amendment”) is made as of the 31st day of December 2007, by and between BOI I, L.L.C., a New Jersey limited liability company, having an address c/o Advance Realty Group, 1430 Route 206, Suite 100, Bedminster, New Jersey 07921 (“Landlord”), and PERFORMANCE HEALTH TECHNOLOGIES, INC., a Delaware corporation, having an office at 427 Riverview Plaza, Trenton, New Jersey 08611 (“Tenant”).
