EXHIBIT 4.12
ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND
SECURITIES PURCHASE AGREEMENT
This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and
Securities Purchase Agreement ("Addendum") is entered into as of the 28th
day of April 2006 by and between American HealthChoice, Inc., a New York
corporation ("American") and Golden Gate Investors, Inc., a California
corporation ("GGI").
WHEREAS, American and GGI are parties to that certain 4 3/4% Convertible
Debenture dated as of December 29, 2005 ("Debenture"); and
WHEREAS, American and GGI are parties to that certain Warrant to Purchase
Common Stock dated as of December 29, 2005 ("Warrant"); and
WHEREAS, American and GGI are parties to that certain Securities Purchase
Agreement dated as of December 29, 2005 ("Securities Purchase Agreement");
and
WHEREAS, the parties desire to amend the Debenture, Warrant and Securities
Purchase Agreement in certain respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, American and GGI agree as
follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
2. The Debenture Principal Amount shall be $1,000,000. The Purchase Price
for the Debenture shall be $1,000,000. All amounts previously advanced
by GGI to American, and any additional amounts advanced by GGI to
American prior to the Effective Date, shall be applied to the Purchase
Price
3. Upon notification and verification that the Registration Statement for
the Conversion Shares has been filed with the Securities and Exchange
Commission, GGI shall immediately send via wire $200,000 of the
Purchase Price.
4. Upon notification and verification that the Registration Statement for
the Conversion Shares has been declared effective by the Securities and
Exchange Commission (such date, the "Effective Date"), and such shares
can legally be issued to GGI, American shall immediately deliver that
number of American registered Common Shares (in 50 certificates of
equal amount) equal to three times $1,000,000 divided by 80% of the
Volume Weighted Average Price of American's Common Shares for the five
Trading Days prior to the Effective Date, registered in the name of
Golden Gate Investors, Inc., to ▇▇▇▇ ▇. Atlas, Esq., who shall hold the
shares in trust as a joint escrow agent for American and GGI. The
delivery of such shares shall occur no later than five days after the
Effective Date. Upon receipt of the American registered Common Shares
by ▇▇▇▇ ▇. Atlas, Esq., GGI shall immediately send via wire the
remainder of the Purchase Price, which shall occur no later than five
days after the Effective Date. Such shares may only be released by ▇▇▇▇
▇. Atlas, Esq. pursuant to valid Debenture conversion notices submitted
by GGI. Any shares not released to GGI for Debenture conversions shall
be returned to American. It is understood that GGI shall not be
considered the owner of the American Common Shares held in escrow, and
GGI agrees that it will not vote the shares in escrow or exercise any
control whatsoever over such shares until such time as the shares are
released to GGI by the escrow agent.
5. The Deadline is hereby extended by an additional 60 days.
6. The second sentence of section 3.1(a) of the Debenture is amended to
read as follows: "The number of shares into which this Debenture may be
converted is equal to the dollar amount of the Debenture being
converted divided by the Conversion Price." Clause (i) in the
definition of Conversion Price in section 3.1(a) of the Debenture shall
be $0.75 regardless of the Debenture Principal Amount.
7. The 5% monthly minimum figure in the next to last paragraph of section
3.1(a) of the Debenture is hereby changed to 3%, and the 10% monthly
maximum figure in the next to last paragraph of section 3.1(a) of the
Debenture is hereby changed to 30%. American may reduce the monthly
maximum figure from 30% to 10% for any three calendar months (but not
two consecutive calendar months) during the term of the Debenture by
giving written notice of such election to GGI at least ten business
days prior to the first day of the applicable calendar month.
8. The 120% figure in the last paragraph of section 3.1(a) of the
Debenture is hereby changed to 112%.
9. The Warrant is hereby cancelled.
10. Except as specifically amended herein, all other terms and conditions
of the Debenture and Securities Purchase Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, American and GGI have caused this Addendum to be signed
by its duly authorized officers on the date first set forth above.
American HealthChoice, Inc. Golden Gate Investors, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Financial Officer Title: Portfolio Manager
