Amended and Restated Plan of Recapitalization between Speedemissions, Inc., Barron Partners LP, and Global Capital Funding Group, L.P.
Speedemissions, Inc. has adopted a plan to exchange certain existing common stock purchase warrants held by Barron Partners LP and Global Capital Funding Group, L.P. for new warrants with updated terms, effective October 12, 2007. The agreement details the surrender and replacement of specific warrants for equivalent or reallocated shares of common stock. No other securities of the company are affected by this plan, and all other outstanding securities remain unchanged.
Exhibit 4.12
Amended and Restated Plan of Recapitalization
Speedemissions, Inc. has adopted the following plan of recapitalization to be effective as of the close of Business on October 12, 2007:
(a) Existing Common Stock Purchase Warrant A issued to Barron Partners LP for 2,621,496 shares of Common Stock, a copy of which is attached as Exhibit A, will be surrendered and exchanged for Common Stock Purchase Warant AA-1 for 2,621,496 shares of Common Stock in the form attached hereto as Exhibit B.
(b) Existing Common Stock Purchase Warrant B issued to Barron Partners LP for 1,965,935 shares of Common Stock, a copy of which is attached as Exhibit C, will be surrendered and exchanged for (i) Common Stock Purchase Warrant AA-2 for 1,574,314 shares of Common stock in the form attached hereto as Exhibit D, (ii) Common Stock Purchase Warrant AA-3 for 195,810 shares of Common stock in the form attached hereto as Exhibit E, and (iii); Common Stock Purchase Warant AA-4 for 195,811 shares of Common stock in the form attached hereto as Exhibit F.
(c) Existing Common Stock Purchase Warrant C issued to Barron Partners LP for 4,000,000 shares of Common Stock, a copy of which is attached as Exhibit G, will be surrendered and exchanged for Common Stock Purchase Warrant AA-5 for 4,000,000 shares of Common Stock in the form attached hereto as Exhibit H.
(d) Existing Common Stock Purchase Warrant for 4,000,000 shares of Common Stock issued to Barron Partners LP, a copy of which is attached as Exhibit I, will be surrendered and exchanged for Common Stock Purchase Warrant AA-6 for 4,000,000 shares of Common Stock in the form attached hereto as Exhibit J.
(e) Existing Common Stock Purchase Warrant for 2,400,000 shares of Common Stock issued to Global Capital Funding Group, L.P., a copy of which is attached as Exhibit K, will be surrendered and exchanged for (i) Common Stock Purchase Warant AA-7 for 800,000 shares of Common Stock in the form attached hereto as Exhibit L, (ii) Common Stock Purchase Warant AA-8 for 800,000 shares of Common Stock in the form attached hereto as Exhibit M, and (iii) Common Stock Purchase Warrant AA-8 for 800,000 shares of Common Stock in the form attached hereto as Exhibit N.
(f) Except as specifically provided for otherwise in this Plan of Recapitalization, there are no changes to any other securities of the Company which have been issued, or authorized but unissued, and each and every certificate representing one or more securities of the Company which has been issued immediately prior to the taking effect of the Plan shall thereafter represent the same security immediately after the taking effect of the Plan.