-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tem65mhkNJ70Ra6IOQcde8qDQfSFsH2OpKI/78lwXLFA+RwUf4TNo0r1s1ddYAGO OQIFmHGGI0cJLzbBUds+GA== 0000950172-98-001272.txt : 19981204 0000950172-98-001272.hdr.sgml : 19981204 ACCESSION NUMBER: 0000950172-98-001272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981203 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: IMPRIMIS INVESTORS LLC GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD MANAGEMENT LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPLETE WELLNESS CENTERS INC CENTRAL INDEX KEY: 0001022828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 521910135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52319 FILM NUMBER: 98763498 BUSINESS ADDRESS: STREET 1: 666 11TH ST N W SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 BUSINESS PHONE: 2026399700 MAIL ADDRESS: STREET 1: 666 11TH STREET N W STREET 2: SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 2) COMPLETE WELLNESS CENTERS, INC. ------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.0001665 per share ------------------------------------------------------------------------ (Title of Class and Securities) 20452H4-10-3 ------------------------------------------------------------------------ (CUSIP Number of Class of Securities) Arthur Amron, Esq. 411 West Putnam Avenue, Suite 125 Greenwich, Connecticut 06830 (203) 862-7000 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Randall H. Doud, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 September 10, 1998, September 30, 1998, and October 22 - 31, 1998 ------------------------------------------------------------------------ (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) See Rule 13d-1(a) for other parties to whom copies are to be sent. CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Imprimis Investors LLC --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------------------- 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 2,449,716 OWNED BY ----------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 2,449,716 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,449,716 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.7% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,061,207 shares of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Wexford Spectrum Investors LLC --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 615,241 EACH ----------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 615,241 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 615,241 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,061,207 shares of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Wexford Management LLC --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut --------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,061,207 EACH ----------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,061,207 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,061,207 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.9% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,061,207 shares of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Joseph M. Jacobs --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America --------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,061,207 EACH ----------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,061,207 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,061,207 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.9% (based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,061,207 shares of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN --------------------------------------------------------------------------- CUSIP No. 20452H4-10-3 13D --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Charles E. Davidson --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) --------------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF --------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) --------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America --------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,061,207 EACH ----------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,061,207 --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,061,207 --------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.9% ((based on 2,416,635 shares of Common Stock outstanding on September 30, 1998 and 3,061,207 shares of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D). See Items 5 and 6. --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN --------------------------------------------------------------------------- Item 4. Purpose of Transaction. Imprimis and Wexford, as the holders of all of the Preferred Stock, have the right, pursuant to the Certificate of Designation, Preferences and Rights for the Preferred Stock, to hold majority representation on the Company's Board of Directors in the event that the Company fails to redeem all of the Preferred Stock on or prior to January 3, 1999. Imprimis and Wexford intend to exercise this right if the Company should fail to redeem all of the Preferred Stock. Except as described above, the Reporting Persons do not have any plans or proposals, other than those described in the preceding paragraph, which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire or dispose of Common Stock or the Preferred Stock or to formulate other purposes, plans or proposals regarding the Company or the Common Stock or the Preferred Stock held by the Reporting Persons to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. In a series of private transactions from October 22, 1998 through October 31, 1998, the Reporting Persons sold in the aggregate 100,000 shares of Common Stock at $2.50 per share, of which Imprimis sold 80,000 shares and Wexford sold 20,000 shares. The Reporting Persons sold their shares of Common Stock pursuant to stock purchase agreements (each, a "Stock Purchase Agreement"), a form of which is attached as Exhibit X hereto and is incorporated by reference herein. On September 10, 1998, Frederick B. Simon, an officer of Wexford Management, resigned as a director of the Company, a result of which options to purchase 3,750 shares of Common Stock that had been granted to Mr. Simon lapsed without vesting. The Reporting Persons may be deemed to have had an interest in Mr. Simon's options. On September 30, 1998, the Reporting Persons received as a dividend on their shares of Preferred Stock a total of 2,610 additional shares of Preferred Stock, of which 2,088 shares were payable as a dividend to Imprimis and 522 shares were payable as a dividend to Wexford. The Reporting Persons may be deemed to beneficially own the respective percentages and numbers of outstanding shares of Common Stock set forth below, including 3,750 shares of Common Stock issuable pursuant to an option, which is currently vested, granted to Mr. Simon on May 26, 1998 at an exercise price of $2.81 per share in connection with his prior services as a director of the Company, in which the Reporting Persons may be deemed to have an interest. Such percentages have been calculated using information obtained from the Company's quarterly report on Form 10-QSB for the quarterly period ended September 30, 1998, on the basis of 2,416,635 shares of Common Stock issued and outstanding on September 30, 1998 and based on an assumed 3,061,207 shares of Issuable Common Stock at an assumed conversion price of $1.75 per share of Common Stock issuable to the Reporting Person and the other Reporting Persons filing this Schedule 13D. A. Imprimis (a) Aggregate number of shares of Common Stock beneficially owned: 2,449,716, composed of 2,445,966 shares of Issuable Common Stock and 3,750 shares of Common Stock issuable upon exercise of Mr. Simon's option. Percentage: 44.7% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 2,449,716 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 2,449,716 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Imprimis during the past 60 days. (d) Not applicable. (e) Not applicable. B. Wexford Spectrum Investors LLC (a) Aggregate number of shares of Common Stock beneficially owned: 615,241, composed of 611,491 shares of Issuable Common Stock and 3,750 shares of Common Stock issuable upon exercise of Mr. Simon's option. Percentage: 11.2% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 615,241 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 615,241 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Wexford during the past 60 days. (d) Not applicable. (e) Not applicable. C. Wexford Management (a) Aggregate number of shares of Common Stock beneficially owned: 3,061,207, composed of 3,057,457 shares of Issuable Common Stock and 3,750 shares of Common Stock issuable upon exercise of Mr. Simon's option. Percentage: 55.9% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 3,061,207 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 3,061,207 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Wexford Management during the past 60 days. (d) Not applicable. (e) Not applicable. C. Joseph M. Jacobs (a) Aggregate number of shares of Common Stock beneficially owned: 3,061,207, composed of 3,057,457 shares of Issuable Common Stock and 3,750 shares of Common Stock issuable upon exercise of Mr. Simon's option. Percentage: 55.9% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 3,061,207 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 3,061,207 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Mr. Jacobs during the past 60 days. (d) Not applicable. (e) Not applicable. D. Charles E. Davidson (a) Aggregate number of shares of Common Stock beneficially owned: 3,061,207, composed of 3,057,457 shares of Issuable Common Stock and 3,750 shares of Common Stock issuable upon exercise of Mr. Simon's option. Percentage: 55.9% (b) 1. Sole power to vote or to direct to vote: -0- 2. Shared power to vote or to direct to vote: 3,061,207 3. Sole power to dispose or to direct the disposition: -0- 4. Shared power to dispose or to direct the disposition: 3,061,207 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by Mr. Davidson during the past 60 days. (d) Not applicable. (e) Not applicable. Wexford Management may, by reason of its status as manager of Imprimis and Wexford, be deemed to own beneficially the Common Stock of which Imprimis and Wexford possess beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of Wexford Management, be deemed to own beneficially the Common Stock of which Imprimis and Wexford possesses beneficial ownership. Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management shares the power to vote and to dispose of the shares of Common Stock Imprimis and Wexford beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Item 5 above. The Company has agreed, pursuant to each Stock Purchase Agreement, to amend its S-3 registration statement filed with the Securities and Exchange Commission to include the name of the purchaser in such registration statement, upon closing of the sale of the Common Stock. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit X - Form of Stock Purchase Agreement SIGNATURE 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. Date: December 3, 1998 IMPRIMIS INVESTORS LLC By: /s/ Arthur H. Amron ------------------------------ Name: Arthur H. Amron Title: Vice President WEXFORD SPECTRUM INVESTORS LLC By: /s/ Arthur H. Amron ------------------------------- Name: Arthur H. Amron Title: Vice President WEXFORD MANAGEMENT LLC By: /s/ Arthur H. Amron ------------------------------- Name: Arthur H. Amron Title: Senior Vice President /s/ Charles E. Davidson ----------------------------------- /s/ Joseph M. Jacobs ----------------------------------- EX-99 2 EXHIBIT X - FORM OF STOCK PURCHASE AGREEMENT EXHIBIT X STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the [ ] day of October 1998, by and among [ ] (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the"Company"), and [ ] ("Purchaser"). RECITALS A. As of the date hereof, Seller owns [ ] shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of [ ] to: Chase Manhattan ABA [ ] Account # [ ] [ ] against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requested by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. iii. All registration rights held by Seller assigned to Purchaser. iv. The S-3 Registration Statement filed with the Securities and Exchange Commission shall be amended to include the name of the Purchaser upon closing of the sale of the Common Stock held by Seller. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. SELLER PURCHASER [ ] By _______________________ By: ___________________________ COMPANY Complete Wellness Centers, Inc. By: ___________________________ -----END PRIVACY-ENHANCED MESSAGE-----