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EXHIBIT 2.9
RESTRUCTURING AGREEMENT
This Restructuring Agreement dated as of the 28th day of September, 1999
between The Recovery Network, Inc. (the "Company") and the parties identified
on Schedule A hereto (the "Investor" or "Investors"):
WHEREAS on June 29, 1998 some of the Investors had entered into a
subscription agreement with the Company, as amended by Amendment No. 1 dated as
of October 27, 1998 and as further amended by Agreement dated May 27, 1999
relating to the investment by such Investors in securities of the Company (a
"Subscription Agreement"); and
WHEREAS on March 18, 1999 pursuant to other subscription agreements
("Subscription Agreements") , certain of the Investors identified on Schedule A
invested in an aggregate $100,000 of principal amount Convertible Notes of the
Company; and
WHEREAS on June 10, 1999, certain of the Investors identified on
Schedule A invested in common stock of the Company pursuant to other
subscription agreements ("Subscription Agreements"); and
WHEREAS pursuant to the various Subscription Agreements and other
agreements with the Company, the Investors have certain reset rights ("Reset
Rights") and registration rights ("Registration Rights"), and conversion rights
("Conversion Rights"); and
WHEREAS the Company is in default of various obligations to the
Investors, and the Company and Investors are desirous of restructuring the
various transactions among them;
A. Annexed hereto as Schedule A is a schedule of Common Stock of the
Company held by the Investors and the amount of such Common Stock that is
presently not included in a currently effective registration statement.
B. Annexed hereto as Schedule B is a schedule identifying Investors who
are holders of common stock purchase warrants of the Company ("Warrants"),
exercise prices, underlying common shares included in a presently effective
registration statement and underlying shares not included in a presently
effective registration statement.
C. Capitalized terms employed in this Restructuring Agreement shall have
the same meanings as attributed to them in the Subscription Agreements and
other documents referred to therein and herein.
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D. Except as modified herein, the Subscription Agreements and other
documents referred to therein and herein, and all their terms and conditions
remain in full force and effect.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is acknowledged, the
parties agree as follows:
1. In lieu of all further Reset Rights granted to the Investors in
connection with the June 29, 1998 investment, each Investor accepts and the
Company agrees to issue to the Investor the amount of Common Shares of the
Company designated on Schedule C hereto ("1998 Reset Shares"), after which there
shall be no further Resets pursuant to the June 29, 1998 investment, except as
otherwise provided herein.
2. The Company agrees to issue to the Investors the amount of common
shares designated on Schedule C hereto ("1999 Reset Shares") as an initial Reset
of the Purchase Price of the Common Shares purchased pursuant to the June 10,
1999 Subscription Agreements. After such issuance, all further Resets, if any,
in connection with the June 10, 1999 investment will be determined based on a
Purchase Price of $.50 per common share.
3. The 1998 Reset Shares and 1999 Reset Shares must be delivered to the
Investors within five days of the date of this Restructuring Agreement.
4. The Company agrees to register with the Securities and Exchange
Commission all common stock of the Company held by the Investors and not
included in a currently effective Registration Statement, and the 1998 Reset
Shares and the 1999 Reset Shares and all common stock issuable upon exercise of
the Warrants not already included in an effective Registration Statement. In
respect of these common shares, the Investors and Warrantholders are granted the
same registration rights described in Section 10 of the Subscription Agreement
relating to the June 10, 1999 investment except that the Effective Date shall
be September 30, 1999. The Company further acknowledges its obligation to
maintain the effectiveness of the currently effective registration statements or
file such further registration statements pursuant to the Subscription
Agreements so that the common shares to be resold pursuant to such registration
statements will be included in an effective registration statement for a period
of riot less than two years from the date of this Restructuring Agreement.
5. The Investors who hold Convertible Notes issued March 18, 1999 agree
that for a period of ninety (90) days commencing on the date of this
Restructuring Agreement, the Conversion Price as
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described in Section 2.1(a) of the Convertible Note shall be $.50
6. (a) The Company and Investors who hold in the aggregate, 500,000
common stock purchase warrants of the Company issued on May 27, 1999 which are
exercisable until May 30, 2002 at a Purchase Price (as defined in such warrant)
of $.01 per common share, agree that the Purchase Price shall be increased to
$.25.
(b) The following shall be deemed included as Section 14 in and be a
part of the common stock purchase warrants described in Paragraph 6(a) above:
"14. Call Option. The Company shall have the option to
"call" the Warrants (the "Warrant Call"), in accordance
with and governed by the following:
(a) The Company shall exercise the Warrant Call by
giving to each Warrant Holder a written notice of call
(the "Call Notice") during the period in which the Warrant
Call may be exercised.
(b) The Company's right to exercise the Warrant
Call shall commence the first trading day after the
Company's Common Stock shall have had a closing bid price
on the NASD OTC Bulletin Board of $.75 per share or more
for five consecutive trading days (such trading price to
be adjusted in the same manner and for the same reasons as
the Purchase Price) and, thereafter, shall be coterminous
with the exercise period of the Warrants for all or part
of the Common Stock issuable upon the exercise of the
Warrants (the "Warrant Shares"), provided, that the
Warrant Shares are included in a registration statement
effective at the date the Call Notice is given and through
the period ending 14 business days thereafter. In no event
may the Company exercise the Warrant Call at any time
unless the Warrant Shares to be delivered upon exercise of
the Warrant, will be upon delivery, immediately resalable,
without restrictive legend and upon such resale freely
transferable on the transfer books of the Company.
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(c) Unless otherwise agreed to by the Warrant
Holders, the Call Notices must be given to all Warrant
Holders in proportion to the amounts of Common Stock which
can be purchased by the respective Warrant Holders in
accordance with the respective Warrant held by each.
(d) The respective Warrant Holders may exercise
their Warrant rights and purchase the appropriate Warrant
Shares and pay for same all within 21 business days of the
date of the Call Notice. Thereafter the Warrant will no
longer be exercisable."
7. In the event that (i) the 1998 Reset Shares or 1999 Reset Shares are
not timely delivered to the Investors as described above; or (ii) if the
Registration Statement described in Paragraph 4 above is not declared effective
on or before the Effective Date, or upon the occurrence of any other
Non-Registration Event; or (iii) if a Significant Event as described in
Paragraph 10 below does not "timely" occur (as defined in Paragraph 10 below)
then the Company shall not he relieved of its obligations hereunder.
Furthermore, except as otherwise described in Paragraph 8 below, (x) the
Investors shall be restored to their Reset Rights, (x) the Conversion Price
referred to in Paragraph 5 above shall be restored to the Conversion Price as
described in Section 2.1(a) of the March 18, 1999 Convertible Notes, (y) the
Purchase Price described in Paragraph 6 above shall be restored to $.01, and (z)
the Company shall no longer have the right to give a Call Notice in connection
with the common stock purchase warrants described in Paragraph 6 above.
8. Provided the 1998 Reset Shares are timely delivered and the
Registration Statement described in Paragraph 4 above is declared effective on
or before the Effective Date and a Non-Registration Event does not occur, then
the Investors' Reset Rights relating to tile June 29, 1998 investment shall not
be restored whether or not a Significant Event occurs.
9. Absent any default by the Company hereunder, neither the Company nor
the Investors will exercise Reset Rights in connection with the June 10, 1999
investment until 91 days after the date of this Agreement. In the event the
Company is not in default of any of its obligations to the Investor hereunder or
pursuant to any other agreement with the Investor and (i) the 1999 Reset Shares
are timely delivered; (ii) the Registration Statement described in Paragraph 4
above is declared effective on or before the Effective Date and a
Non-Registration Event does not occur; and (iii) the
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Significant Event occurs "timely", then the Investor shall have no
further Reset Rights in connection with the June 10, 1999 investment.
10. A Significant Event shall mean either (i) the obtention by the
Company of a binding written commitment from a strategic investor, for such
investor to invest not less than $3,000,000 for not more than 19.9% of the
equity of the Company with the actual receipt by the Company of such $3,000,000
within thirty days of the execution of such binding written commitment; or (ii)
the entry into a binding agreement by the Company and a major media entity for
such entity to distribute the company's programming, thereby substantially
increasing the number of households actually receiving the company's
programming, from 5,000,000 households currently to 10,000,000 households. As
employed in Paragraph 7 above, "timely" shall mean within ninety (90) days of
the date of this Restructuring Agreement.
11. The Company, on behalf of itself and its successors, assigns
administrators and representatives (the "RELEASORS"), hereby releases, remises,
acquits and discharges forever, irrevocably and unconditionally the investors
and their respective representative affiliates, successors and assigns (the
"RELEASEES"), from, against and with respect to any and all claims which any of
the Releasors has, ever had or may hereafter against the Releasees arising on or
prior to the date of this Restructuring Agreement or on account of or arising
out of any matter, cause or event occurring on or prior to the date of this
agreement; provided, however, that nothing in this Section 11 will operate to
release any obligation of the Investors arising under this agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK)
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
/s/ [Signature Illegible]
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
/s/ [Signature Illegible]
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
/s/ [Signature Illegible] /s/ XXXXXX XXXXX
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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10
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
/s/ [Signature Illegible]
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
/s/ [Signature Illegible]
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
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This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------- -------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------- -------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------- -------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------- -------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------- -------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------- -------------------------------
TLG REALTY THE SARGON FUND, L.P.
/s/ [Signature Illegible]
------------------------------
ZAKENI, LTD.
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SCHEDULE A
================================================================================
INVESTORS JUNE, 1998 JUNE, 1999 JUNE, 1999
COMMON SHARES COMMON SHARES COMMON SHARES
-------------- -------------- --------------
NOT REGISTERED REGISTERED NOT REGISTERED
--------------------------------------------------------------------------------
AUSTOST ANSTALT XXXXXX 378,348 100,000 100,000
--------------------------------------------------------------------------------
BALMORE FUNDS, S.A. 348,049 100,000 100,000
--------------------------------------------------------------------------------
ZAKENI LTD. 264,118 -- --
--------------------------------------------------------------------------------
BL SQUARED FOUNDATION 67,996 -- --
--------------------------------------------------------------------------------
THE SARGON FUND, L.P. 43,918 -- --
--------------------------------------------------------------------------------
TLG REALTY 22,221 -- --
--------------------------------------------------------------------------------
XXXXXX XXXXX 55,999 -- --
--------------------------------------------------------------------------------
AMRO INTERNATIONAL S.A. -- 100,000 100,000
--------------------------------------------------------------------------------
NESHER, INC. -- 50,000 50,000
--------------------------------------------------------------------------------
TALBIYA B. INVESTMENTS LTD. -- 10,000 --
--------------------------------------------------------------------------------
LIBRA FINANCE, S.A. -- 130,929 11,591
--------------------------------------------------------------------------------
GUARANTEE & FINANCE CORP. -- -- 100,000
================================================================================
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SCHEDULE B
================================================================================
WARRANTHOLDER COMMON SHARES PURCHASE PRICE AMOUNT OF
ISSUABLE UPON UNDERLYING
EXERCISE SHARES NOT
INCLUDED IN
REG. STATEMENT
& DATE OF REG.
STATEMENT
--------------------------------------------------------------------------------
AUSTOST ANSTALT XXXXXX 150,000 $.01 150,000
160,000 * $.25 * 160,000
--------------------------------------------------------------------------------
BALMORE FUNDS, S.A. 150,000 $.01 150,000
160,000 * $.25 * 160,000
--------------------------------------------------------------------------------
ZAKENI LTD. 100,000 $.01 100,000
85,000 $.25 * 85,000
--------------------------------------------------------------------------------
BL SQUARED FOUNDATION 40,000 * $.25 * 40,000
--------------------------------------------------------------------------------
THE SARGON FUND, L.P. 50,000 50,000
30,000 $.25 * 30,000
--------------------------------------------------------------------------------
TLG REALTY 10,000 $.25 * 10,000
--------------------------------------------------------------------------------
XXXXXX XXXXX 15,000 $.25 * 15,000
--------------------------------------------------------------------------------
AMRO INTERNATIONAL S.A. 50,000 $.35 50,000
--------------------------------------------------------------------------------
TALBIYA B. INVESTMENTS LTD. 50,000 $.35 50,000
--------------------------------------------------------------------------------
LIBRA FINANCE, S.A. 100,000 $.35 100,000
================================================================================
* Pursuant to Section 6 of Restructuring Agreement
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SCHEDULE C
================================================================
INVESTORS 1998 RESET 1999 RESET
SHARES SHARES
----------------------------------------------------------------
AUSTOST ANSTALT XXXXXX 150,000 100,000
----------------------------------------------------------------
BALMORE FUNDS, S.A. 160,000 100,000
----------------------------------------------------------------
ZAKENI LTD. 95,000
----------------------------------------------------------------
BL SQUARED FOUNDATION 40,000
----------------------------------------------------------------
THE SARGON FUND, L.P. 30,000
----------------------------------------------------------------
TLG REALTY 10,000
----------------------------------------------------------------
XXXXXX XXXXX 15,000
----------------------------------------------------------------
AMRO INTERNATIONAL S.A. 100,000
----------------------------------------------------------------
NESHER, INC. 50,000
----------------------------------------------------------------
GUARANTEE & FINANCE CORP. 50,000
----------------------------------------------------------------
TOTALS 500,000 400,000
================================================================
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17
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
18
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
19
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
20
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
21
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
22
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
/s/ [Signature Illegible] /s/ XXXXXX XXXXX
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
23
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
24
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
/s/ [Signature Illegible]
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
25
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
/s/ [Signature Illegible] /s/ [Signature Illegible]
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
-----------------------------------
ZAKENI, LTD.
26
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT
This Amendment No. 1 to the Restructuring Agreement is dated as of the
28th day of September, 1999 between The Recovery Network, Inc. (the "Company")
and the parties identified on the signature page hereto (the "Investor" or
"Investors"):
WHEREAS, the Company and the Investors have entered into a Restructuring
Agreement dated on or about September 28, 1999 relating to subscription
agreements entered into by some of the Investors with the Company for
investment by such Investors in the securities of the Company dated June 29,
1998, as amended by Amendment No. 1 dated as of October 27, 1998 and as further
amended by Agreement dated May 27, 1999 and pursuant to other subscription
agreements dated March 18, 1999 where certain of the Investors invested in an
aggregate $100,000 of principal amount Convertible Notes of the Company
("Subscription Agreements").
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. The term Effective Date as it appears in Paragraph 4 of the
Restructuring Agreement shall be amended to mean October 25, 1999.
2. Except as modified herein, the Subscription Agreements, the
Restructuring Agreement and other documents referred to therein and herein, and
all their terms and conditions remain in full force and effect.
This agreement may be executed in multiple counterparts, and by facsimile
signature and may be delivered via telecopier.
----------------------------------- -----------------------------------
THE RECOVERY NETWORK, INC. AMRO INTERNATIONAL, S.A.
----------------------------------- -----------------------------------
AUSTOST ANSTALT XXXXXX XXXXXXX FUNDS, S.A.
----------------------------------- -----------------------------------
BL SQUARED FOUNDATION XXXXXX XXXXX
----------------------------------- -----------------------------------
GUARANTEE & FINANCE CORP. LIBRA FINANCE, S.A.
----------------------------------- -----------------------------------
NESHER, INC. TALBIYA B. INVESTMENTS LTD.
----------------------------------- -----------------------------------
TLG REALTY THE SARGON FUND, L.P.
/s/ [Signature Illegible]
-----------------------------------
ZAKENI, LTD.
