Exhibit 3.4
A G R E E M E N T
AGREEMENT, dated as of August , 1996, Renaissance Capital Partners II,
Ltd., a Texas limited partnership ("Renaissance"), Xxxx Xxxxxxxx, Xxxxxx
Xxxxxxxx and Xxxxxxxx Xxxxxxxx (the "Holders").
A. The undersigned Holders are the holders of all of the outstanding
shares of Series A Preferred Stock, par value $1.00 per share (the "Series A
Stock"), of Consolidated Health Care Associates, Inc., a Nevada company (the
"Company"), holding the number of shares of Series A Stock listed opposite their
signatures below.
B. Renaissance is the holder of 500,000 shares of Series B Preferred
Stock of the Company, par value $1.00 per share (the "Series B Stock"),
constituting all of the Series B Stock outstanding.
C. The Company has issued shares of Common Stock of the Company, par
value $0.012 per share (the "Common Stock") for consideration as low as $0.25
per share and may be deemed to have issued shares of Common Stock without
consideration in connection with the renegotiation of certain financial
obligations of the Company.
D. Notwithstanding anything to the contrary contained in the
Certificate of Designation of Preferred Stock of the Company,
filed October 24, 1994 with the Secretary of State of the State of Nevada (the
"Certificate of Designations"), or any other document or agreement to which the
Company or any of the Holders is a party, the Holders agree that the conversion
price (as that term is used in the Certificate of Designations with respect to
the Series A Stock and Series B Stock, respectively) of the Series A Stock shall
be $0.57 per share and the conversion price of the Series B Stock shall be $0.25
per share, until further adjusted in accordance with the terms of the
Certificate of Designations.
E. No adjustment shall be made to the conversion price of the Series A
Stock or the Series B Stock in respect of the issuance after the date hereof of
shares of Common Stock below the respective conversion prices set forth in the
preceding paragraph, if such issuance is pursuant to the terms of any agreement
in writing of the Company as in effect on the date hereof.
F. The Holders acknowledge that the agreement set forth herein is in
the best interests of the Company and will substantially enhance the value of
the Holder's investment in the Company and that, accordingly, the Holders have
received good and valuable consideration for their agreement set forth herein.
G. Nothing in this Agreement shall be deemed a waiver of the rights of
the Holders under the Certificate of Designations or otherwise to adjustment of
the conversion price of the Series A Stock or the Series B Stock, as the case
may be, by reason of any issuance of Common Stock of the Company after the date
of this Agreement. Nothing in this Agreement shall be deemed to
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waive or modify any provision of the Certificate of Designation, except to the
extent expressly set forth herein.
H. This Agreement shall inure to the benefit of and be binding upon the
Company and the Holders and their respective successors and assigns.
IN WITNESS WHEREOF, the Holders have executed this Agreement as of the
date written above.
1,195,984 Shares of RENAISSANCE CAPITAL PARTNERS
Series A Preferred Stock II, LTD.
By:/s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
15,661 Shares of /s/ Xxxx Xxxxxxxx
Series A Preferred Stock -----------------
Xxxx Xxxxxxxx
7,380 Shares of /s/ Xxxxxx Xxxxxxxx
Series A Preferred Stock -------------------
Xxxxxx Xxxxxxxx
7,380 Shares of /s/ Xxxxxxxx Xxxxxxxx
Series A Preferred Stock ---------------------
Xxxxxxxx Xxxxxxxx
ACKNOWLEDGED AND AGREED TO:
CONSOLIDATED HEALTH CARE
ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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