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EXHIBIT 10.3
FIRST SUPPLEMENT TO LOAN AGREEMENT BETWEEN COMPLETE WELLNESS CENTERS, INC. AND
RVR CONSULTING GROUP, INC. DATED AUGUST 31, 1999
FIRST SUPPLEMENT TO LOAN AGREEMENT
FIRST SUPPLEMENT TO LOAN AGREEMENT, dated as of August 31, 1999 (this
"First Supplement"), by and among Complete Wellness Centers, Inc., a Delaware
corporation (the "Company"), and RVR Consulting Group, Inc. ("RVR").
WHEREAS, the Company and RVR are parties to the Loan Agreement,
dated as of February 19, 1999;
WHEREAS, pursuant to the Loan Agreement dated as of February 19,
1999 by and among the Company and RVR provided to the Company a
$100,000 term loan, of which the full $100,000 principal amount is
presently outstanding and due and payable by the Company to RVR;
WHEREAS, in order to permit the Company to meet certain
requirements for the continued listing of its Common Stock on the
NASDAQ SmallCap market, the Company and RVR desire to restructure the
Loan in the Company in the manner provided in this First Supplement;
WHEREAS, RVR desire to exchange the Loan held by them for shares
of a new series of Junior Convertible Preferred Stock, $0.01 par value
per share, of the Company (the Series D Junior Preferred Stock), which
Preferred Stock shall have the rights as described in the Certificate
of Designation (the Certificate) attached hereto as Exhibit A; and
WHEREAS, capitalized terms used in this First Supplement without
definition shall have the respective meanings ascribed to them in the
Loan Agreement.
It is therefore agreed as follows:
8. Exchange of Loan for Shares. RVR hereby agrees to exchange $100,000
principal amount of the Loan for newly issued shares of Series D
Junior Convertible Preferred Stock
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(collectively, the Shares). The Certificate in the form of Exhibit A
attached hereto shall be filed with the Secretary of State of the
State of Delaware on the date hereof, the Certificate having been
approved by the Board of Directors of the Company and by RVR. New
certificates representing validly issued, fully paid and nonassessable
shares of the Preferred Stock as provided in the Certificate are being
issued to RVR. The Loan is hereby deemed paid in full and the
promissory note evidencing the Loan (the Note) shall be marked
canceled and returned to the Company.
9. Issuable Common Stock. The Common Stock issuable upon conversion of
the Preferred Stock shall constitute Registrable Securities for
purposes of the Registration Rights Agreement.
10. Representations and Warranties of RVR. RVR represents and warrants to
the Company as follows:
RVR is acquiring the Shares for its own account and not on
behalf of any other person, and not with a view to sale or distribution in whole
or in part in a manner that would violate the Securities Act of 1933, as amended
(the Act).
RVR understands that the Shares have not been registered
under the Act and will be restricted securities within the meaning of the
regulations under the Act, and by reason of the foregoing the Shares may not be
resold in the absence of an effective registration statement under, or an
applicable exemption from, the Act.
RVR has full right, power and authority to execute and
deliver this Agreement and perform its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of RVR, enforceable against
such Exchangee in accordance with its terms.
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11. Representations and Warranties of the Company.
The Company represents and warrants to RVR that the Shares
to be issued hereunder will, when issued and delivered to RVR, be duly
authorized, validly issued, fully paid and nonassessable.
The Company has full right, power and authority to execute
and deliver this Agreement and perform its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
12. Choice of Brokerage Firm. The parties hereto acknowledge and agree
that the Company shall have the right to specify the brokerage firm
that shall execute the sales of the common stock of the Company which
is acquired by RVR upon conversion of the Preferred Stock. Such
brokerage firm shall be obligated in each case to obtain the best
execution with respect to any such sales of common stock.
13. Choice of Law. This Agreement shall be governed by the laws of
Delaware without regard to the conflict of law provisions thereof.
14. Miscellaneous. This Agreement is a complete statement of the agreement
between the parties with respect to the matters provided for and there
are no agreements, promises, warranties, covenants or undertakings
other than as expressly set forth in this Agreement. This Agreement
supersedes any previous agreements and understandings between the
parties with respect to the matters provided for herein and cannot be
changed or terminated except in writing signed by each of the parties.
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IN WITNESS WHEREOF, the parties have executed this First Supplement as of
the date first above written.
COMPLETE WELLNESS CENTERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
RVR CONSULTING GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: XXXXXX XXXXXXX
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Title: Vice President
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