AMENDMENT TO SECURITIES PURCHASE AGREEMENT
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EX-2.1 2 k49431exv2w1.htm EX-2.1 exv2w1
Exhibit 2.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this Amendment) is entered into as of July 12, 2010, by and among Chicago Venture Partners, L.P., an Illinois limited partnership, Pulse Systems Corporation, a California corporation, Vince Barletta, Demian Backs, Rodger Bell and Merrill Weber (collectively, the Sellers) and United American Healthcare Corporation, a Michigan corporation (the Buyer). The Buyer and the Sellers are referred to herein individually as a Party and collectively as the Parties.
RECITALS
WHEREAS, the Parties and others entered into that certain Securities Purchase Agreement dated as of June 18, 2010 (the Securities Purchase Agreement);
WHEREAS, the Parties wish to amend certain provisions of the Securities Purchase Agreement; and
WHEREAS, pursuant to Section 9.5 of the Securities Agreement, the Parties are entitled to amend the Securities Purchase Agreement by means of a written instrument mutually executed by the Buyer and each of the Sellers.
NOW THEREFORE, in consideration of the foregoing, and of the terms and conditions set forth herein, the Parties agree as follows:
(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Securities Purchase Agreement.
(b) All references in the Securities Purchase Agreement to Shareholder Approval are hereby amended and replaced in their entirety by the defined term Board Approval.
(c) The following definition of Board Approval is hereby added to Exhibit A of the Securities Purchase Agreement:
Board Approval means approval of the Board of Directors of the Buyer of the issuance by the Buyer of the Buyer Shares pursuant to the terms of this Agreement, which approval is subsequent to the Closing Date and separate and apart from the approval of the Board of Directors of the Buyer of the transactions contemplated by this Agreement.
(d) The definition of Shareholder Approval in Exhibit A of the Securities Purchase Agreement is hereby deleted in its entirety.
(e) Section 1.3(e) of the Securities Purchase Agreement is hereby deleted in its entirety.
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(f) Section 6.4(c) of the Securities Purchase Agreement is hereby amended and replaced in its entirety by the following:
Listing. The Buyer shall use best efforts to ensure that Common Stock is listed or quoted for trading on any of (a) NYSE Amex, (b) the New York Stock Exchange, (c) Nasdaq, or (d) the OTCQB Marketplace throughout the Filing Period.
(g) Section 6.6 of the Securities Purchase Agreement is hereby amended and replaced in its entirety by the following:
The Buyer covenants and agrees that, within fifteen (15) Business Days of its receipt of Board Approval, provided the Board Approval is received prior to December 31, 2010, it will deliver to the Seller Representative on behalf of the Sellers an executed certificate registered in each Sellers name representing such Sellers Pro Rata Share of the number of Buyer Shares set forth in Section 1.3(d) and shall deliver to the Escrow Agent pursuant to the Escrow Agreement the Stock Escrow Shares.
(h) The terms of this Amendment amend and modify the Securities Purchase Agreement as if fully set forth in the Securities Purchase Agreement. If there is any conflict between the terms, conditions and obligations of this Amendment and the Securities Purchase Agreement, this Amendments terms, conditions and obligations shall control. All other provisions of the Securities Purchase Agreement not specifically modified by this Amendment are preserved.
(i) This Amendment may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. This Amendment may be executed by facsimile or .pdf signature.
[signatures appear on the following page]
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IN WITNESS WHEREOF, each Party hereto has caused this Amendment to the Securities Purchase Agreement to be signed duly executed as of the date first above written.
THE SELLERS REPRESENTATIVE: | THE SELLERS: | |||||||||||||
Chicago Ventures Partners, L.P. | ||||||||||||||
/s/ John M. Fife | ||||||||||||||
John M. Fife | By: | Chicago Venture Management, L.L.C. | ||||||||||||
Its: | General Partner | |||||||||||||
THE BUYER: | ||||||||||||||
By: | CVM, Inc. | |||||||||||||
United American Healthcare Corporation | Its: | Manager | ||||||||||||
By: | /s/ William C. Brooks | By: | /s/ John M. Fife | |||||||||||
Name: | William Brooks | Name: John M. Fife | ||||||||||||
Title: | President and Chief Executive Officer | Title: President |
Pulse Systems Corporation | ||||
By: | /s/ Grayson Beck | |||
Name: | Grayson Beck | |||
Title: | Vice President/Secretary | |||
/s/ Vince Barletta | ||||
Vince Barletta | ||||
/s/Demian Backs | ||||
Demian Backs | ||||
/s/ Rodger Bell | ||||
Rodger Bell | ||||
/s/ Merrill Weber | ||||
Merrill Weber | ||||
[Signature page to Amendment to Securities Purchase Agreement]