ptx_sc13da.htm

0001354488-13-005637.txt : 20131011 0001354488-13-005637.hdr.sgml : 20131011 20131011153255 ACCESSION NUMBER: 0001354488-13-005637 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131011 DATE AS OF CHANGE: 20131011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERNIX THERAPEUTICS HOLDINGS, INC. CENTRAL INDEX KEY: 0001024126 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330724736 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50927 FILM NUMBER: 131147961 BUSINESS ADDRESS: STREET 1: 33219 FOREST WEST STREET CITY: MAGNOLIA STATE: TX ZIP: 77354 BUSINESS PHONE: (832) 934-1825 MAIL ADDRESS: STREET 1: 33219 FOREST WEST STREET CITY: MAGNOLIA STATE: TX ZIP: 77354 FORMER COMPANY: FORMER CONFORMED NAME: GOLF TRUST OF AMERICA INC DATE OF NAME CHANGE: 19961002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Collins Cooper C. CENTRAL INDEX KEY: 0001485508 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 33219 FOREST WEST DRIVE CITY: MAGNOLIA STATE: TX ZIP: 77354 SC 13D/A 1 ptx_sc13da.htm SCHEDULE 13D ptx_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Pernix Therapeutics Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

71426V108

(CUSIP Number)

Cooper C. Collins

33219 Forest West Drive

Magnolia, TX 77354

(832) 934-1825

(Name, address and telephone number of person

authorized to receive notices and communications)

July 23, 2013

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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 the 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 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. 71426V108

SCHEDULE 13D

Page 2 of 5 Pages

1	NAME OF REPORTING PERSONS Cooper C. Collins
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o N/A
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		7	SOLE VOTING POWER 7,790,046 (see Item 5)
SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH		9	SOLE DISPOSITIVE POWER 6,540,046(1) (see Item 5)
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,790,046(1) (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o N/A
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.99%(2)
14	TYPE OF REPORTING PERSON IN

(1) Subject to shared power of spouse under applicable Texas marital property laws.

(2) Based on 37,120,890 shares of the Issuer’s common stock issued and outstanding as of August 5, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission (the “SEC”) for the three months ended July 30, 2013.

CUSIP No. 71426V108

SCHEDULE 13D

Page 3 of 5 Pages

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the common stock, par value $0.01 per share (the “Common Stock”) of Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Issuer”) and amends the Schedule 13D filed by the Reporting Person on March 19, 2010 (the “Initial Statement”) and amended by Amendment No. 1 to the Initial Statement, dated July 29, 2011 (“Amendment No.1” and, together with this Amendment No. 2, the “Schedule 13D”). Except as specifically amended by this Amendment No. 2, the Initial Statement remains in full force and effect.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a), (b) and (c) are hereby amended and restated in their entirety as follows:

(a) As of the date hereof, the Reporting Person is the beneficial owner of 7,790,046 shares representing approximately 20.99% of the aggregate Common Stock outstanding, based on 37,120,890 shares of the Issuer’s Common Stock issued and outstanding as of August 5, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC for the three months ended July 30, 2013. This amount includes 1,250,000 shares of Common Stock transferred to a third party for which the Reporting Person retains sole voting power until January 23, 2014.

(b) The responses of the Reporting Person to Rows (7) through (11) of the cover pages and Item 5 (a) of this Amendment No. 2 are incorporated herein by reference.

(c) As previously reported on Form 4 of the Issuer, filed July 25, 2013, on July 23, 2013, for personal investment purposes, the Reporting Person entered into the Stock Purchase Agreement, dated July 23, 2013 (the “Stock Purchase Agreement”) between the Reporting Person and SBT Investments VI, L.L.C (“SBT”), pursuant to which the Reporting Person transferred 1,250,000 shares of Common Stock (the “Subject Shares”) to SBT in exchange for 250 units of Sigmableyzer Investment Group LLC as more fully described in Exhibit 1 to this Amendment No. 2. The closing price of a share of Common Stock on the closing date of the Stock Purchase Agreement was $4.04. Under the Stock Purchase Agreement, SBT appointed the Reporting Person as SBT’s attorney-in-fact and proxy to exercise the voting rights attached to the Subject Shares on SBT’s behalf until January 23, 2014, on which date the attorney-in-fact and proxy will terminate with respect to the Reporting Person. If SBT transfers any of the Subject Shares prior to January 23, 2014, SBT will cause the transferee of such shares of Common Stock to appoint the Reporting Person as attorney-in-fact and proxy with respect to such shares on identical terms to the Reporting Person’s appointment under the Stock Purchase Agreement.

As previously reported on the Issuer’s Form 5 filed February 7, 2012 for the twelve months ended December 31, 2011 (“Form 5”), the Reporting Person created the CCC-2011-1 GRAT (the “CCC GRAT”) on August 11, 2011 for estate planning purposes. Also as previously reported on Form 5, Stacey B. Cooper, the Spouse of the Reporting Person (the “Spouse”), created the SBC 2011-1 GRAT (the “SBC GRAT”) on August 11, 2011 for estate planning purposes. Each of the CCC GRAT and the SBC GRAT was irrevocable. The Reporting Person was the “trustee” of each of the CCC GRAT and the SBC GRAT, and was granted the sole voting power and sole dispositive power over the assets of each such GRAT.

CUSIP No. 71426V108

SCHEDULE 13D

Page 4 of 5 Pages

In connection with the creation and funding of each of the CCC GRAT and the SBC GRAT, the Reporting Person and the Spouse entered into a partition agreement whereby 1,271,688 shares of Common Stock owned by the Reporting Person and the Spouse as community property under the marital property laws of the State of Texas were partitioned into two equal portions of separate property, such that after the partition each of the Reporting Person and the Spouse owned 635,844 shares of Common Stock as his or her separate property under the marital property laws of the State of Texas. The Reporting Person transferred his 635,844 shares of Common Stock to the CCC GRAT on August 11, 2011. The Spouse transferred her 635,844 shares of Common Stock to the SBC GRAT on August 11, 2011.

Under the terms of the trust agreement creating the CCC GRAT, the trustee of the CCC GRAT was required to pay two annual annuities to the Reporting Person. On September 12, 2012, the trustee of the CCC GRAT transferred 245,163 shares of Common Stock to the Reporting Person in satisfaction of the first annual annuity payment. On August 12, 2013, the trustee of the CCC GRAT transferred 390,681 shares of Common Stock to the Reporting Person in Satisfaction of the second and final annuity payment. Following the satisfaction of the second annuity payment, the CCC GRAT terminated and the remaining assets of the CCC GRAT were distributed to the CCC Family Remainder Trust. The Reporting Person is the trustee of the CCC Family Remainder Trust, and has the sole voting power and sole dispositive power over the assets of such trust.

Under the terms of the trust agreement creating the SBC GRAT, the trustee of the SBC GRAT was required to pay two annual annuities to the Spouse. On September 12, 2012, the trustee of the SBC GRAT transferred 245,163 shares of Common Stock to the Spouse in satisfaction of the first annual annuity payment. On August 12, 2013, the trustee of the SBC GRAT transferred 390,681 shares of Common Stock to the Spouse in Satisfaction of the second and final annuity payment. Following the satisfaction of second annuity payment, the SBC GRAT terminated and the remaining assets of the SBC GRAT were distributed to the SBC Children’s Remainder Trust. The Reporting Person is the trustee of the SBC Children’s Remainder Trust, and has the sole voting power and sole dispositive power over the assets of such trust.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended and supplemented as follows:

Item 5(c) is hereby incorporated by reference into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The exhibits listed in Item 7 are amended and supplemented as follows:


Exhibit 1		Stock Purchase Agreement, dated July 23, 2013, between SBT Investments VI, L.L.C. and the Reporting Person.

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.


October 11, 2013			/s/ Cooper C. Collins
Date			Signature

EX-1 2 ptx_ex1.htm STOCK PURCHASE AGREEMENT ptx_ex1.htm

Exhibit 1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into this 23rd day of July, 2013 by and between SBT Investments VI LLC, a Texas limited liability company (“Purchaser”) and Cooper C. Collins (“Seller”).

WHEREAS, Seller desires to sell and Purchaser desire to purchase an aggregate of 1,250,000 shares of common stock of Pernix Therapeutics, Inc. (“PTX”) in exchange for the issuance of 250 Units (as defined in the Second Amended and Restated Limited Liability Company Agreement of Purchaser dated May 14, 2013 (the “LLC Agreement”)) to the Seller by the Purchaser;

NOW, THEREFORE, in consideration of the foregoing, and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

1. Sale and Purchase of Shares. Subject to and in accordance with the terms and conditions of this Agreement, Seller hereby sells, transfers and assigns to Purchaser, and Purchaser hereby purchases, 1,250,000 shares of PTX common stock (the “Shares”).

2. Issuance of Units. Subject to and in accordance with the terms and conditions of this Agreement, Purchaser hereby sells, transfers and assigns to Seller, and Seller hereby purchases, 250 Units (the “Issued Units”) from the Purchaser.

3. Closing; Deliveries.

(a) The closing of the transactions contemplated hereby (the “Closing”) shall occur simultaneously with the execution of this Agreement.

(b) At the Closing, Seller will deliver to Purchaser (1) certificates evidencing the Shares, duly endorsed for transfer to Purchaser or accompanied by such executed stock power as may be necessary to convey legal and beneficial title to such Shares to Purchaser, and (2) an executed counterpart of the LLC Agreement in the form set out as Exhibit A. Seller shall use commercially reasonable efforts to cause PTX to cause its transfer agent to issue and deliver to Purchaser certificates representing the Shares as soon as is reasonably practicable following the Closing.

(c) At the Closing, Purchaser will deliver to Seller (1) a certificate, issued in the name of Seller, evidencing the Issued Units and (2) an executed counterpart of the LLC Agreement in the form set out as Exhibit A

4. Representations and Warranties of Seller. Seller represents and warrants to Purchaser and Parent the following:

(a) Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) The Shares have been duly transferred to Purchaser free and clear of any liens and encumbrances (other than restrictions on transfer under applicable federal and state securities laws).

(c) Seller has been advised that the Issued Units have not been registered under Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, but are being offered and sold pursuant to exemptions from or in a manner that does not require registration under such laws, and that Purchaser's reliance upon such exemptions or manner of sale is predicated in part on Seller's representations contained herein. Seller acknowledges that Purchaser is relying in part upon Seller's representations and warranties contained herein for the purpose of determining whether the offer and sale of the Issued Units qualifies for applicable exemptions from registration or qualification or is not required to be registered pursuant to federal or state securities laws, rules and regulations.

(d) Seller is acquiring the Issued Units for his own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof. Seller does not have the present intention of selling or otherwise distributing any of the Issued Units in a manner contrary to the Securities Act, or any applicable state securities law; and Seller does not have any contract, undertaking, agreement or arrangement with any person to sell or transfer to such person or to any third person with respect to any of the Issued Units.

(e) Seller acknowledges that it has such financial or other information concerning the Purchaser as Seller considers necessary in connection with Seller's investment in the Issued Units. In making his investment decision, Seller is relying solely on investigations made by Seller and his representatives. The offer to sell the Issued Units was communicated to Seller in such a manner that he was able to ask questions of and receive answers from the management of Purchaser concerning the terms and conditions of the proposed transaction and that at no time was Seller presented with or solicited by or through any form of general or public advertising or solicitation.

(f) Seller, either alone or with the assistance of the Seller's professional advisor, is a sophisticated investor, is able to fend for the Seller in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that the Seller is capable of evaluating the merits and risks of the prospective investment in the Issued Units. Seller is in a financial position to purchase and hold the Issued Units and is able to bear the economic risk and withstand a complete loss of Seller's investment in the Issued Units.

(g) Seller understands that, as of the Closing, the Issued Units have not been registered under the Securities Act, or applicable state securities laws, and Seller hereby agrees not to make any sale, transfer or other dispositions of the Issued Units unless either (i) the Issued Units have been registered under the Securities Act, and all applicable state securities laws, and any such registration remains in effect or (ii) registration is not required under the Securities Act or applicable state securities laws with respect to such sale, transfer or other disposition.

(h) Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as such rule is presently in effect.

(i) The execution and delivery by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, will not (a) violate or conflict with any law or governmental order applicable to Seller or by which any of his properties or assets may be bound, (b) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or (c) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation, payment or acceleration or any right under) or result in the creation of any lien upon any of the properties or assets of Seller under, any contract, permit, or other obligation to which Seller is a party, or by which Seller or any of his properties or assets are bound.

(j) The Seller has held legal and beneficial title to the Shares for a period exceeding six months prior to the date of this Agreement.

5. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller the following:

(a) Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) Purchaser has been advised that the Shares have not been registered under Securities Act, or applicable state securities laws, but are being offered and sold pursuant to exemptions from or in a manner that does not require registration under such laws, and that Seller's reliance upon such exemptions or manner of sale is predicated in part on Purchaser's representations contained herein. Purchaser acknowledges that Seller is relying in part upon Purchaser's representations and warranties contained herein for the purpose of determining whether the offer and sale of the Shares qualifies for applicable exemptions from registration or qualification or is not required to be registered pursuant to federal or state securities laws, rules and regulations.

(c) Purchaser is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof. Purchaser does not have the present intention of selling or otherwise distributing any of the Shares in a manner contrary to the Securities Act, or any applicable state securities law; and Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell or transfer to such person or to any third person with respect to any of the Shares.

(d) Purchaser acknowledges that it has such financial or other information concerning PTX (including such information as is set forth in PTX’s reports and other information filed with the U.S. Securities and Exchange Commission) as Purchaser considers necessary in connection with Purchaser's investment in the Shares.

(e) Purchaser, either alone or with the assistance of the Purchaser's professional advisor, is a sophisticated investor, is able to fend for the Purchaser in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the prospective investment in the Shares. Purchaser is in a financial position to purchase and hold the Shares and is able to bear the economic risk and withstand a complete loss of Purchaser's investment in the Shares.

(f) Purchaser understands that, as of the Closing, the Shares have not been registered under the Securities Act, or applicable state securities laws, and Purchaser hereby agrees not to make any sale, transfer or other dispositions of the Shares unless either (i) the Shares have been registered under the Securities Act, and all applicable state securities laws, and any such registration remains in effect or (ii) registration is not required under the Securities Act or applicable state securities laws with respect to such sale, transfer or other disposition.

(g) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as such rule is presently in effect.

(h) The execution and delivery by Purchaser of this Agreement, and the consummation by Purchaser of the transactions contemplated hereby, will not (a) violate or conflict with any provision of Purchaser’s certificate of formation or the LLC Agreement, (b) violate or conflict with any law or governmental order applicable to Purchaser or by which any of its properties or assets may be bound, (c) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation, payment or acceleration or any right under) or result in the creation of any lien upon any of the properties or assets of Purchaser under, any contract, permit, or other obligation to which Purchaser is a party, or by which Purchaser or any of its properties or assets are bound.

(i) Purchaser is aware of and hereby acknowledges (i) Seller's membership on the board of directors of PTX, and (ii) Seller’s position as an executive of PTX. Purchaser (A) is aware of and hereby acknowledges the insider trading policy of PTX (the "Policy"), (B) acknowledges that the transactions contemplated hereby will occur during the closed window period set forth in the Policy, (C) acknowledges that Seller may have or may be deemed to have material, nonpublic information which may impact the value of the Shares and, (D) nevertheless, agrees to proceed with the consummation of the transactions contemplated hereby, and hereby waives any claim against Seller and PTX with respect to the matters described in (A), (B) and (C) of this Section 6(i) with the exception of any claims based on fraud or violations of Rule 10b-5 promulgated under the Securities Act.

(j) Purchaser is not an “investment company” as such term is used in Section 721 of the Internal Revenue Code of 1986, as amended.

6. Valuation Adjustment. If Purchaser sells any of the Shares and the Closing Price (as defined below) is below $3.80 on the date of the closing of such sale, then Purchaser shall promptly following such sale redeem from Seller, and Seller shall transfer to Purchaser, for no further consideration, a pro rata portion of the Issued Units Seller received under this Agreement equal to (I) (i) 100 percent, less (ii) the ratio determined by dividing the Closing Price on the date of such sale by the Closing Price on the date of this Agreement, and (II) the ratio determined by dividing the number of Shares sold by Purchaser by 1,250,000.

In this Section 6, “Closing Price” means the closing price per share of PTX common stock as reported on the Nasdaq Stock Market or a similar national exchange. Exhibit B sets out a sample calculation of the number of Issued Units to be transferred and redeemed pursuant to this Section 6

Such redemption and transfer shall be pursuant to such transfer documents as are reasonably agreed between the parties, provided that such documents shall require Seller to provide customary representations and warranties as concern title to and ownership of the applicable Units, his capacity, execution and delivery of relevant documents, and enforceability of such documents against Seller.

7. Power of Attorney for Voting of Shares. Purchaser hereby appoints Seller as Purchaser’s true and lawful attorney and proxy to exercise the voting rights attached to the Shares in Purchaser’s name and on Purchaser’s behalf at all or any meetings of the shareholders of PTX, as Seller in his discretion deems fit, or by executing any resolution in writing by such shareholders as fully as Purchaser would be able to do if personally present, provided, however, that the rights and powers conferred upon the Seller pursuant to this Section 9 shall terminate on the date that is six months following the date of this Agreement (the “Voting Termination Date”). Purchaser shall procure that any person to whom Purchaser sells any Shares prior to the Voting Termination Date shall issue a power of attorney substantially in the form set out in this Section 9 in favor of Seller, such power of attorney to terminate on the Voting Termination Date.

8. Tax Issues. The parties intend that the sale and issuance transactions contemplated by this Agreement will qualify as a “contribution of property to the partnership in exchange for an interest in the partnership” in accordance with Section 721 of the Internal Revenue Code of 1986, as amended, such that no gain or loss would be recognized to the Purchaser or the Seller in respect of such transactions. Each party shall, except as otherwise required by applicable law, refrain from taking a position contrary to such intention in any filings made by such party with any tax authority.

9. Miscellaneous. This Agreement (and the documents and instruments referred to herein) constitute the entire Agreement between the parties with respect to the matters herein addressed, and supersede and cancel all prior or contemporaneous agreements, representations, warranties, communications or understandings, whether oral or written. This Agreement may not be modified or amended except by a writing duly executed and delivered by the parties. No waiver of any provision of this Agreement shall be effective against a party unless in a writing duly executed and delivered by such party. No waiver of any particular provision of this Agreement shall constitute a waiver of any other provision hereof. No waiver of any provision of this Agreement in respect of a particular event or circumstance shall constitute a waiver of the same provision in respect of any other event or circumstance. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors, administrators, successors and assigns. The invalidity or unenforceability of any provision of this Agreement shall not render invalid or unenforceable any other provision hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its choice of law provisions. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party shall perform any further acts and sign and deliver any further documents that are reasonably necessary to carry out the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.

	SBT Investments VI LLC
	By: SigmaBleyzer Investment Group L.L.C., its managing member

	By:	/s/ Lev Bleyzer
	Name:	Lev Bleyzer
	Title:	Director


		/s/ Cooper C. Collins
		Cooper C. Collins

Exhibit A

SUPPLEMENTAL SIGNATURE PAGE TO LLC AGREEMENT

Reference is made to the Second Amended and Restated Limited Liability Company Agreement of SBT Investments VI, L.L.C. dated as of May ___, 2013, as the same may be amended from time to time (the “LLC Agreement”). Capitalized terms used in this Supplemental Signature Page and not otherwise defined therein shall have the meaning set forth in the LLC Agreement.

SBT Investments VI, L.L.C. (the “Company”) and Cooper C. Collins (the “New Member”) have agreed that New Member shall be admitted as a Member of the Company effective as of August 13, 2013.

New Member is being admitted as a Member of the Company as a result of (check one):

(A) XXX the issuance by the Company to New Member of 169 Units as described in the Stock Purchase Agreement, dated the date of this Supplemental Signature Page, among the New Member, the Company and SigmaBleyzer Investment Group L.L.C.; or

(B) _____ the transfer by ______________ to New Member of ____________ Units.

New Member hereby accepts, assumes and agrees to be subject to and bound by all of the terms, obligations and conditions of the LLC Agreement. New Member hereby agrees that any Units received by New Member in connection with New Member's Membership Interest in the Company shall be and remain subject to all of the terms and conditions of the LLC Agreement. Upon execution of this Supplemental Signature Page, New Member shall be deemed a signatory to the LLC Agreement and this Supplemental Signature Page shall be attached to the LLC Agreement and shall form a part thereof without any further action. New Member hereby acknowledges that New Member has read and understands the LLC Agreement and has had ample opportunity to consult with legal, tax and other advisors of New Member's choosing prior to signing this Supplemental Signature Page.

For purposes of Section 11.1 of the LLC Agreement (Notices), New Member's address is:

Cooper Collins

[address omitted]

This Supplemental Signature Page may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same signature page.

IN WITNESS WHEREOF, the Company and New Member have executed this Supplemental Signature Page effective as of the date set forth above.

SBT INVESTMENTS VI, L.L.C.
	By:	SigmaBleyzer Investment Group L.L.C.
	Its:	Managing Member

By:
Name:
Title:




Cooper C. Collins

Exhibit B

SAMPLE CALCULATION

If the Closing Price on the date of this Agreement is $4.05, the Closing Price on the date of the relevant sale is $3.60, and the number of Shares sold in the relevant sale is 1,000,000, the calculations under Section 6 are as follows:

●	Number of Issued Units: 250

●	The ratio determined by dividing the Closing Price on the date of such sale by the Closing Price on the date of this Agreement: $3.60/$4.05 = 88.889 percent

●	The ratio determined by dividing the number of Shares sold by Purchaser by 1,250,000: 1,000,000/1,250,000 = 80 percent

●	Number of Issued Units to be redeemed by Purchaser from Seller: 250 * (100% – 88.889%) * 80% = 22.222 Units