Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - UNITED AMERICAN HEALTHCARE CORP | k49431e8vk.htm |
| EX-99.1 - EX-99.1 - UNITED AMERICAN HEALTHCARE CORP | k49431exv99w1.htm |
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 Seller’s name
representing such Seller’s 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
Amendment’s 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]