sc13dza

0000950123-10-081836.txt : 20100827 0000950123-10-081836.hdr.sgml : 20100827 20100827164844 ACCESSION NUMBER: 0000950123-10-081836 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100827 DATE AS OF CHANGE: 20100827 GROUP MEMBERS: JACOB CAPITAL, L.L.C. GROUP MEMBERS: RICHARD LEVY GROUP MEMBERS: VICTORY PARK CREDIT OPPORTUNITES MASTER FUND, LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIGENE LABORATORIES INC CENTRAL INDEX KEY: 0000352747 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 222328609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39337 FILM NUMBER: 101044542 BUSINESS ADDRESS: STREET 1: 81 FULTON STREET CITY: BOONTON STATE: NJ ZIP: 07005 BUSINESS PHONE: 973-265-1100 MAIL ADDRESS: STREET 1: 81 FULTON STREET CITY: BOONTON STATE: NJ ZIP: 07005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Victory Park Capital Advisors, LLC CENTRAL INDEX KEY: 0001413834 IRS NUMBER: 208996172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 c60056sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

UNIGENE LABORATORIES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

904753100

(CUSIP Number)

Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 W. Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786

Copy to:

Mark R. Grossmann, Esq.
Mark D. Wood, Esq.
Katten Muchin Rosenman LLP
525 West Monroe Street
Suite 1900
Chicago, Illinois 60661
(312) 902-5200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 28, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		904753100	13D	Page		2		of		10 Pages


1	NAMES OF REPORTING PERSON Victory Park Credit Opportunities Master Fund, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,645,814

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			8,645,814

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,645,814

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.4%(1)

14	TYPE OF REPORTING PERSON

	OO

(1) Based on 92,233,551 outstanding shares of the Common Stock of the Issuer on August 2, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on August 9, 2010.


CUSIP No.		904753100	13D	Page		3		of		10 Pages


1	NAMES OF REPORTING PERSON Victory Park Capital Advisors, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,645,814

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			8,645,814

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,645,814

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.4%(2)

14	TYPE OF REPORTING PERSON

	OO

(2) See footnote 1 above.


CUSIP No.		904753100	13D	Page		4		of		10 Pages


1	NAMES OF REPORTING PERSON Jacob Capital, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Illinois

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,645,814

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			8,645,814

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,645,814

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.4%(3)

14	TYPE OF REPORTING PERSON

	OO

(3) See footnote 1 above.


CUSIP No.		904753100	13D	Page		5		of		10 Pages


1	NAMES OF REPORTING PERSON Richard Levy


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,645,814

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			8,645,814

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,645,814

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.4%(4)

14	TYPE OF REPORTING PERSON

	IN

(4) See footnote 1 above.


CUSIP No.		904753100	13D	Page		6		of		10 Pages

This Amendment No. 1 (this “Amendment No. 1”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2010 (the “Schedule 13D”), on behalf of (i) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company; (ii) Victory Park Capital Advisors, LLC, a Delaware limited liability company; (iii) Jacob Capital, L.L.C., an Illinois limited liability company; and (iv) Richard Levy. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following paragraph:

Effective as of July 28, 2010, the Credit Opportunities Fund and VPC Fund II, L.P., a Delaware limited partnership (the “VPC Fund”), entered into an Assignment and Assumption Agreement (the “Convertible Note Transfer Agreement”) pursuant to which the Credit Opportunities Fund sold and assigned to the VPC Fund a portion of the Convertible Note equal to $7,103,393.84 in principal amount, plus $396,606.16 in payment-in-kind interest accrued thereon through the date of the Convertible Note Transfer Agreement, for a total purchase price of $7,500,000 in cash. The funds for such purchase were derived from the capital of the VPC Fund. The description and summary of the Convertible Note Transfer Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of such document, which is attached as Exhibit 1 to this Amendment No. 1 and is incorporated herein by reference.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following paragraph:

The Credit Opportunities Fund currently plans to purchase additional shares of Common Stock, representing less than one percent of the outstanding Common Stock, in open market and/or privately negotiated transactions in the near term.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a), (b) According to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on August 9, 2010, 92,233,551 shares of the Common Stock of the Issuer were outstanding as of August 2, 2010. Based on the foregoing, the Subject Shares represented approximately 9.4% of the Common Stock outstanding as of such date.

The Credit Opportunities Fund is the record holder of the Subject Shares. Capital Advisors, as the investment manager of the Credit Opportunities Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of)


CUSIP No.		904753100	13D	Page		7		of		10 Pages

the Subject Shares. As the manager of Capital Advisors, Jacob Capital may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of Richard Levy’s position as sole member of Jacob Capital, Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Therefore, each of Capital Advisors, Jacob Capital and Richard Levy may be deemed to be the beneficial owner of the Subject Shares for purposes of this Schedule 13D.

As of the date hereof, none of the Reporting Persons should be deemed to be the beneficial owner of shares of Common Stock issuable upon conversion of the Convertible Notes because the Convertible Notes are not currently convertible or convertible within sixty (60) days, and, consequently, no shares of Common Stock issuable upon conversion of the Convertible Notes have been included in the number of Subject Shares reported as beneficially owned by the Reporting Persons on this Schedule 13D.

(c) Except for (i) the transfer pursuant to the Convertible Note Transfer Agreement as described in Item 3 and (ii) the grant of the Option as described in Item 6, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares covered by this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

Pursuant to the Convertible Note Transfer Agreement, effective as of July 28, 2010, the Credit Opportunities Fund sold and assigned to the VPC Fund a portion of the Convertible Note equal to $7,103,393.84 in principal amount, plus $396,606.16 in payment-in-kind interest accrued thereon through the date of the Convertible Note Transfer Agreement, for a total purchase price of $7,500,000 in cash. The description of the Convertible Note Transfer Agreement set forth above in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 1 to this Amendment No. 1 and is incorporated herein by reference.

In connection with the Convertible Note Transfer Agreement, the Credit Opportunities Fund assigned to the VPC Fund rights under the Restated Registration Rights Agreement with respect to the portion of the Convertible Note transferred by the Credit Opportunities Fund to the VPC Fund pursuant to the Convertible Note Transfer Agreement.

On August 11, 2010, the Issuer granted to Richard Levy an option to purchase 75,000 shares of Common Stock (the “Option”), at an exercise price of $0.52. The Option becomes exercisable on April 30, 2011, and expires on August 10, 2021.


CUSIP No.		904753100	13D	Page		8		of		10 Pages

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended to add the following:


Exhibit 1		Assignment and Assumption Agreement, dated as of July 28, 2010, between Victory Park Credit Opportunities Master Fund, Ltd. and VPC Fund II, L.P.


CUSIP No.		904753100	13D	Page		9		of		10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 27, 2010


VICTORY PARK CREDIT OPPORTUNITIES
MASTER FUND, LTD.

By: Name:		/s/ Richard Levy Richard Levy
Its:		Attorney-in-Fact

VICTORY PARK CAPITAL ADVISORS, LLC

By:		Jacob Capital, L.L.C., its Manager

By: Name:		/s/ Richard Levy Richard Levy
Title:		Sole Member

JACOB CAPITAL, L.L.C.

By: Name:		/s/ Richard Levy Richard Levy
Title:		Sole Member

RICHARD LEVY

/s/ Richard Levy

Richard Levy


CUSIP No.		904753100	13D	Page		10		of		10 Pages

Exhibit Index


Exhibit 1		Assignment and Assumption Agreement, dated as of July 28, 2010, between Victory Park Credit Opportunities Master Fund, Ltd. and VPC Fund II, L.P.

EX-99.1 2 c60056exv99w1.htm EX-99.1 exv99w1

Exhibit 1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”) is dated as of July 28, 2010 (the “Assignment Date”), by and between Victory Park Credit Opportunities Master Fund, Ltd. (the “Assignor”) and VPC Fund II, LP (the “Assignee”).

WHEREAS, reference is made to (a) that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among Unigene Laboratories, Inc., as borrower, the lenders party thereto and Victory Park Management, LLC, as agent (the “Financing Agreement”); and (b) those certain other Transaction Documents executed in connection therewith. Except as otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Financing Agreement.

WHEREAS, the Assignor wishes to sell and assign, and the Assignee wishes to assume and purchase, a portion of that certain Senior Secured Convertible Note initially issued to the Assignor by Unigene Laboratories, Inc., a Delaware corporation (“Unigene”) on March 17, 2010, in the original principal amount of $33,000,000 (the “Note”), as allocated and set forth on Exhibit A attached hereto, for the purchase price equal to $7,500,000 (the “Purchase Price”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Assignor and the Assignee hereby agree as follows:

1. Assignment and Assumption.

(a) The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, all of the Assignor’s rights, title and interest in and to the portion of the Note allocated and set forth on Exhibit A attached hereto (the “Assigned Interest”) as of the Assignment Date, including, without limitation, all of Assignor’s rights and obligations under the Financing Agreement, the Registration Rights Agreement and the other Transaction Documents with respect to the Assigned Interest. The Assignee hereby acknowledges receipt of a copy of each of the Transaction Documents and agrees to be bound by the provisions of each of the Transaction Documents as they relate to the Assigned Interest. Except as otherwise set forth in this Agreement, from and after the Assignment Date, solely to the extent of the Assigned Interest, (i) the Assignee shall be a party to and be bound by the provisions of the Transaction Documents and have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall relinquish its rights and be released from its obligations under the Transaction Documents.

(b) As consideration for the sale and assignment contemplated hereby, the Assignee shall, on the Assignment Date, pay to the Assignor an amount equal to the Purchase Price in immediately available funds by wire transfer to the account designated in writing by the Assignor, without setoff, deduction, or counterclaim.

2. Representations and Warranties of Assignee.

The Assignee represents and warrants that:

(a) The Assigned Interest is being acquired by Assignee for Assignee’s own account without a view to the public resale or distribution of any part thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws (provided, however, that by making this representation, Assignee does not agree to hold the Assigned Interest for any minimum or specific term and reserves the right to dispose of the Assigned Interest at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and any applicable state securities laws);

(b) Assignee has had an opportunity to review the public filings of Unigene and to discuss with Assignor, and ask questions of Assignor regarding, the business of Unigene, and its management and financial affairs and the terms and conditions of the Note and the other Transaction Documents;

(c) Assignee understands that the transfer of the Assigned Interest from Assignor to Assignee has not been, and shall not be, registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the accuracy of Assignee’s representations expressed herein;

(d) Assignee understands that the Assigned Interest is a “restricted security” under applicable U.S. laws and that, pursuant to these laws, Assignee must hold the Assigned Interest unless it is registered with the U.S. Securities and Exchange Commission and under applicable state securities laws or an exemption from such registration and qualification requirements is available (and may bear restricted legends to such effect), and further understands that the Assigned Interest is subject to certain restrictions on transfer pursuant to the Transaction Documents;

(e) Assignee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Assigned Interest;

(f) The Assigned Interest was not offered or sold to Assignee by way of any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act); and

(g) Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

3. Representations and Warranties of Assignor.

The Assignor represents and warrants that:

(a) Neither Assignor nor any of its affiliates has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D

under the 1933 Act) in connection with the transfer of the Assigned Interest from Assignor to Assignee or any of the other transactions described in this Agreement;

(b) Assignor is the legal and beneficial owner of the Assigned Interest;

(d) Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

4. No Other Representations or Warranties. Neither the Assignor nor the Assignee makes any representation or warranty, nor shall any such party have any responsibility to the other party, with respect to the accuracy of any recitals, statements, representations or warranties contained in any of the Transaction Documents, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of any of the Transaction Documents or any other document referred to or provided for therein or for any failure by the Borrowers, Guarantor or any other Person to perform any of its obligations thereunder or for the existence, value, perfection or priority of any Collateral, collateral security or the financial or other condition of the Borrowers or any other obligor or guarantor, or any other matter relating to any of the Transaction Documents.

5. Further Assurances. Each of the parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

6. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

7. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

8. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

9. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to conflicts of laws.

10. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

12. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the respective parties hereto have executed and delivered this Assignment and Assumption Agreement as of the day and year first above written.


ASSIGNOR:	VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

	By:	Victory Park Capital Advisors, LLC
	Its:	Investment Manager

	By:	/s/ Scott R. Zemnick
	Name: Scott R. Zemnick
	Title: General Counsel

ASSIGNEE:	VPC FUND II, LP

	By:	Victory Park GP II, LLC
	Its:	General Partner

	By:	Jacob Capital, LLC
	Its:	Sole Member and Manager

	By:	/s/ Richard Levy

	Name: Richard Levy
	Title: Sole Member

EXHIBIT A


Legal Name of the Assignor:		Victory Park Credit Opportunities Master Fund, Ltd.

Legal Name of Assignee:		VPC Fund II, LP


Allocation	Amount
Original Principal	$	7,103,393.84
Capitalized PIK Interest	$	0.00
Accrued Cash Interest	$	0.00
Accrued PIK Interest	$	396,606.16

Total Purchase Price	$	7,500,000.00