-----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, IjG462km4EcXzzDHWbUUKC8KSNC3geJvqRCS9g9yjOh/WLlIDs+R8KtKdnwT3ZHb QrBxIh6bbmOKVxHDqnphOw== 0001038838-02-000951.txt : 20021127 0001038838-02-000951.hdr.sgml : 20021127 20021127143103 ACCESSION NUMBER: 0001038838-02-000951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021127 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK CITY GROUP INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03718 FILM NUMBER: 02843253 BUSINESS ADDRESS: STREET 1: 333 MAIN STREET STREET 2: , CITY: PARK CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 435-649-2221 MAIL ADDRESS: STREET 1: 333 MAIN STREET STREET 2: , CITY: PARK CITY STATE: UT ZIP: 84060 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: AMERINET GROUP COM INC DATE OF NAME CHANGE: 19990803 FORMER COMPANY: FORMER CONFORMED NAME: FIELDS TECHNOLOGIES INC DATE OF NAME CHANGE: 20010626 8-K 1 form8k112702.txt FORM 8-K DATED NOVEMBER 27, 2002 SEC 873 Potential persons who are to respond to the collection of information contained in this form are (10/2000) not required to respond unless the firm displays a currently valid OMB control number. ------------------------ OMB APPROVAL ------------------------ OMB NUMBER: 3235-0060 Expires: March 31, 2003 Estimated average burden hours per response: 1.25 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the securities Exchange Act of 1934 NOVEMBER 27, 2002 Date of Report PARK CITY GROUP, INC. (Exact Name of registrant as specified in its charter) NEVADA 000-03718 11-2050317 - --------------------------- ---------------------- ------------------- State or other jurisdiction Commission File Number (IRS Employer of incorporation) Identification No.) 333 Main Street #300; P.O. Box 5000; Park City, UT 84060 -------------------------------------------------------- (Address of principal executive Offices) (Zip Code) Registrants Telephone Number, including Area Code: (435) 649-2221 N/A ----------------------------------------------------------- (Former Name or former address, if changed since last report) Item 1-4 N/A Item 5 - Other Events Cooper Fifth Amendment Forbearance Agreement Item 6-8 N/A Item 9 - Regulation FD Disclosure 9.1 Note and Warranty Purchase Agreement 9.2 Exhibit A 9.3 Exhibit B On November 12, 2002, and subject to the Cooper matter described below, the Company completed a private offering consisting of $798,898 in promissory notes and warrants to purchase 19,972,451 of the Company's Common Stock at $.04 per share. The note and warrant are a non-registered offering made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 promulgated thereunder. The Company intends to use the net proceeds generated from the notes for working capital, capital expenditures, and debt reduction. The notes which were sold at a 7.5% discount, are payable to the Company's chief Executive Officer, various members of the board of directors and a third party investor. The note principal and interest, calculated at the rate of 10% per annum, are due July 31, 2003. The notes were issued in exchange for $150,000 dollars and the surrender of company notes issued August 16, 2002. As a condition to the private offering described above and because the Company's obligation to Cooper Capital, LLC had matured, the Company entered into a Fifth Amendment to Forbearance Agreement with Cooper Capital which established a payment schedule and a maturity date of September 1, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PARK CITY GROUP, INC. (Registrant) Date: November 27, 2002 /s/ Randall K. Fields --------------------------------- Randall K. Fields, Chairman & CEO /s/ Edward C. Dmytryk --------------------------------- Acting Chief Financial Officer and Director * Print name and title of the signing officer under his signature. 3 EX-9.1 3 ex91form8k112702.txt AMENDED AND RESTATED ESCROW AGREEMENT Exhibit 9.1 MCBB 111302 FIRST AMENDMENT TO THE AMENDED AND RESTATED ESCROW AGREEMENT This First Amendment to the Amended and Restated Escrow Agreement (this "Amendment") dated November ___, 2002, is by and among Cooper Capital LLC, a Georgia limited liability company ("Cooper Capital"); Park City Group, Inc., a Nevada corporation ("Parent PCG", successor by merger of Fields Technologies, Inc., which was formerly known as AmeriNet Group.com, Inc.) and First American Title Insurance Agency, Inc., a Utah corporation ("Escrow Agent"). 1. RECITALS A. Park City Group, Inc., a Delaware corporation ("Operating PCG"), the majority of the stock of which was on April 5, 2001 and January 1, 2001 owned by Riverview Financial Corp. ("Riverview"), executed and delivered its Secured Promissory Note dated April 5, 2001 and effective January 1, 2001, in the principal amount of $2,750,000.00, payable to the order of the Cooper Capital (the "Note"), pursuant to that certain Master Agreement of even date (the "Master Agreement") among Cooper Capital, Cooper Fields, LLC, a Utah limited liability company ("Cooper Fields"), Riverview, Operating PCG, and Randall K. Fields (collectively, and together with William D. Dunlavy, the "Fields Group"). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Master Agreement or in the documents listed in Article 1.1(a)(2) and Exhibit A of the Master Agreement (all of such agreements, together with the Amended Escrow Agreement, and the Forbearance Agreements among certain of the parties to the Master Agreement, as amended, collectively the "Transaction Documents"). B. In connection with the execution and delivery of the Transaction Documents, Riverview granted to Cooper Capital, pursuant to the terms of that certain Stock Pledge and Security Agreement of an even date (the "Security Agreement," which is also a Transaction Document), among other things, an additional security interest in a portion of the issued and outstanding shares of Operating PCG and of the equity and voting interest of Operating PCG, as defined in the Security Agreement (the "Additional Collateral"). C. Pursuant to a certain Escrow Agreement executed by Cooper Capital, Riverview and Escrow Agent (as defined therein) dated April 5, 2001 (the "Original Escrow Agreement"), the Additional Collateral and the Stock Power relating to the same were delivered to the Escrow Agent to be held in trust and delivered to Cooper Capital upon the occurrence of an Event of Default under the Transaction Documents pursuant to the terms of the Original Escrow Agreement or to be returned to Riverview upon payment in full of the Note and the satisfaction by the Fields Group of all of their obligations under the Transaction Documents. D. In 2001, Riverview assigned or otherwise transferred the pledged shares of Operating PCG common stock to AmeriNet Group.com, Inc. ("AmeriNet") in exchange for shares of AmeriNet common stock, $0.01 par value, and AmeriNet assumed the liabilities, obligations and responsibilities of Riverview under the Security Agreement pursuant to a certain Assumption Agreement dated June 13, 2001, between Riverview and AmeriNet, and in connection therewith, on June 13, 2001, Riverview, AmeriNet, Cooper Capital, and First American Title Insurance Agency Company, Inc. entered into a certain Amended and Restated Escrow Agreement (the "Amended Escrow Agreement"). E. On _______________, __________, AmeriNet changed its name to Fields Technologies, Inc. F. On June 5, 2002, Fields Technologies, Inc. merged with and into Parent PCG and by virtue thereof, all of the rights and obligations of Fields Technologies, Inc. became vested in Parent PCG, including, inter alia, the obligations under the Transaction Documents, the ownership of the Additional Collateral, and the continuing grant of pledges and security interests therein pursuant to the Security Agreement. AGREEMENT NOW, THEREFORE, in consideration of the forgoing recitals and the mutual promises and benefits set forth herein, the parties hereby amend the Amended Escrow Agreement as follows: Section 1 is hereby amended and restated in its entirety as follows: 1. Documents in Escrow The Escrow Agent continues to hold the following documents pursuant to the Amended Escrow Agreement (collectively, the "Documents"): (a) Certificate No. 46 representing 4,339,236 shares of the common stock of Operating PCG issued in the name of AmeriNet, which shares Parent PCG represents and warrants are owned by it, continue to be issued and outstanding and represented by Certificate No. 46, have not been replaced by another stock certificate, and constitute the portion of the issued and outstanding shares of Operating PCG and of the equity and interest of Operating PCG required as Additional Collateral under the Security Agreement (the "Shares"); and (b) Stock Power pertaining to the Shares executed by AmeriNet in favor of Cooper Capital, which Stock Power Parent PCG represents and warrants continues to be a valid Stock Power with respect to the Shares as fully and completely as though Parent PCG was the signatory thereof. Section 4 is hereby amended and restated in its entirety as follows: 4. Instructions in the Event No Direction is Given. If the Escrow Agent does not receive directions from Cooper Capital to deliver the Documents according to the instructions contained in this Agreement by December 31, 2003, it is hereby directed, upon request by Parent PCG, to deliver the documents to Parent PCG. In no event may the Escrow Agent release the Documents to any party except according to this Agreement. Except for the specimen signatures provided in the Amended Agreement as indicated below, Section 5 is hereby amended and restated in its entirety as follows: 5. Authorized Signatories The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice or instruction furnished to it hereunder and believed by it to be genuine and to have been signed (i) in the case of Cooper Capital, by Cooper Capital, William V. Bryant, or by the law firm of Manning Curtis Bradshaw & Bednar LLC; (ii) in the case of Parent PCG, by Parent PCG or Randall K. Fields. The Escrow Agent may rely on the specimen signatures of Cooper Capital, William V. Bryant, Manning Curtis Bradshaw & Bednar LLC, and Randall K. Fields provided in the Original Escrow Agreement or Amended Escrow Agreement. Appearing below are the specimen signatures of Parent PCG: 2.1 For Cooper Capital: a. /s/ (see Amended Escrow Agreement) Frederick E. Cooper Or b. /s/ (see Amended Escrow Agreement) William V. Bryant Or c. MANNING CURTIS BRADSHAW & BEDNAR LLC By: /s/ (see Amended Escrow Agreement) Brent V. Manning Or By: /s/ (see Amended Escrow Agreement) Mary C. Gordon 2.2 For Parent PCG: a. ____________________________________ Name: Randall K. Fields Or b. ____________________________________ Name: ________________________ Cooper Capital and Parent PCG may each add or remove signatories for itself by filing with the Escrow Agent an appropriate certificate of change in signatories signed by one of its authorized signatories. 6. Duties of the Escrow Agent; Fees Section 6.1 is hereby amended and restated in its entirety as follows: 6.1 This Amendment shall constitutes Parent PCG's acknowledgment of continued pledge of the Shares and the continued direction and grant of full authority to the Escrow Agent to perform its obligations under the Amended Escrow Agreement to the fullest extent set forth therein with respect to the Documents for the benefit of Cooper Capital without proof of occurrence of an Event of Default under the Transaction Documents. All other provisions of Section 6 remain unchanged. Section 7 is hereby amended and restated in its entirety as follows: 7. Notice All notices, consents or other communications under this Amendment and the Amended Escrow Agreement must be in writing and must be sent to all of the parties at their respective addresses or fax numbers set forth above below, or, in the event of a change in any address or fax number, to such other address or fax number as to which notice of the change is given. If to Cooper Capital: Cooper Capital, LLC P.O. Box 52367 Atlanta, GA 30355-0367 Attn: Frederick E. Cooper Phone: (404) 467-0906 Fax: (404) 467-0907 And with a copy to: William V. Bryant, Esq. 325 Five Acre Road Alpharetta, GA 30004 Phone: (678) 366-9382 Fax: (678) 366-9381 And with a copy to: Brent V. Manning, Esq. Mary C. Gordon, Esq. Manning Curtis Bradshaw & Bednar LLC Third Floor Newhouse Building 10 Exchange Place Salt Lake City, Utah 84111 Phone: (801) 363-5678 Fax: (801) 364-5678 If to Parent PCG Riverview: Randall K. Fields Park City Group, Inc. 333 Main Street Park City, Utah 84060 Phone: (435) 649-2221 Fax: (435) 645-2012 With a copy to: __________________________ __________________________ __________________________ Phone: __________________ Fax: __________________ If to the Escrow Agent: Neil C. Moffett First American Title Insurance Agency 330 East 400 South, Suite 250 Salt Lake City, Utah 84111 Phone: (801) 536-3106 Fax: (801) 536-3211 All deliveries of Documents hereunder, and any notices, consents or other communications sent by means other than facsimile, must be sent via certified U.S. mail, first class, prepaid, or private overnight courier (e.g., Federal Express, DHL). Notice will be deemed given upon receipt. Section 8 is hereby amended and restated in its entirety as follows: 8. Exhibits Modified; Amendment; Other Provisions of Amended Escrow Agreement Unchanged Exhibit A and Exhibit B are modified and replaced in their entirety with the attached Exhibits to reflect changes in wording necessary due to the Amended Escrow Agreement and this Amendment. Except for the substitution of "Parent PCG" as pledgor for "Amerinet" as pledgor where appropriate in the remaining sections of the Amended Escrow Agreement, all provisions of the Amended Escrow Agreement not specifically and expressly amended hereby, shall remain in full force and effect. The Amended Escrow Agreement, as modified by this Amendment may not be further amended except by an instrument in writing signed by all of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates set forth below, to be effective for all purposes as of the date first written above. Escrow Agent COOPER CAPITAL, LLC, a Georgia limited liability company First American Title Insurance Agency, Inc. a Utah corporation By: _________________________ By: ____________________________ Its: _________________________ Its: ____________________________ Date: _________________________ Date: ____________________________ Park City Group, Inc., a Nevada corporation (successor by merger of Fields Technologies, Inc. (f/k/a AmeriNet Group.com, Inc.)) By: _________________________ Its: _________________________ Date: _________________________ 2. EXHIBIT A 3. NOTICE OF DEFAULT DATE: _____________, 20____ TO: ________________________________ [ESCROW AGENT] ________________________________ ________________________________ Attn: ___________________________ YOU ARE HEREBY NOTIFIED of the occurrence of an Event of Default under the Transaction Documents dated April 5, 2001 and effective January 1, 2001. Pursuant to Article 3.1 of the Amended Escrow Agreement dated June 13, 2001, as amended, you are hereby directed to immediately deliver, via hand delivery or Federal Express, as appropriate, the following documents: (a) Certificate No. [s] ______ representing ______ shares of the common stock of Park City Group, Inc., a Delaware corporation issued in the name of _________________ (the "Shares"); and (b) Stock Power pertaining to the Shares executed in blank form; to Cooper Capital or its designee at the following address: _______________________________ _______________________________ _______________________________ _______________________________ Attn: __________________________ BY COOPER CAPITAL, LLC: _________________________________ By: ___________________________ 4. Certificate of Delivery I hereby certify that on this ____________, 20____, I caused the foregoing NOTICE OF DEFAULT to be delivered, via hand delivery/Federal Express, to the following: ___________________ [Escrow Agent] ___________________ ___________________ Attn: ______________ Cooper Capital, LLC P.O. Box 52367 Atlanta, GA 30355-0367 Attn: Frederick E. Cooper William V. Bryant, Esq. 325 Five Acre Road Alpharetta, GA 30004 Brent V. Manning, Esq. Mary C. Gordon, Esq. Manning Curtis Bradshaw & Bednar LLC Third Floor Newhouse Building 10 Exchange Place Salt Lake City, Utah 84111 Randall K. Fields ________________________ ________________________ _________________________ _________________________ _________________________ _________________________ 5. EXHIBIT B 6. NOTICE OF SATISFACTION OF OBLIGATIONS DATE: _____________, 20____ TO: ________________________________ [ESCROW AGENT] ________________________________ ________________________________ Attn: ___________________________ YOU ARE HEREBY NOTIFIED of the Satisfaction of Obligations under the Transaction Documents dated April 5, 2001 and effective January 1, 2001. Pursuant to Article 3.2 of the Amended and Restated Escrow Agreement dated June 13, 2001, as amended, you are hereby directed to immediately deliver, via hand delivery or Federal Express, as directed by Park City Group, Inc., a Nevada corporation ("Parent PCG"), the following documents: (c) Certificate No. [s] ______ representing ______ shares of the common stock of Park City Group, Inc., a Delaware corporation issued in the name of ___________________________ (the "Shares"); and (d) Stock Power pertaining to the Shares executed in blank; to Parent PCG or its designee at such address as may be separately provided to you by Parent PCG. BY COOPER CAPITAL, LLC: _________________________________ By: ___________________________ 7. Certificate of Delivery I hereby certify that on this ____________, 20____, I caused the foregoing NOTICE OF SATISFACTION OF OBLIGATIONS to be delivered, via hand delivery/Federal Express, to the following: ___________________ [Escrow Agent] ___________________ ___________________ Attn: ______________ Cooper Capital, LLC P.O. Box 52367 Atlanta, GA 30355-0367 Attn: Frederick E. Cooper William V. Bryant, Esq. 325 Five Acre Road Alpharetta, GA 30004 Brent V. Manning, Esq. Mary C. Gordon, Esq. Manning Curtis Bradshaw & Bednar LLC Third Floor Newhouse Building 10 Exchange Place Salt Lake City, Utah 84111 Randall K. Fields ________________________ ________________________ ________________________ ________________________ ________________________ FIFTH AMENDMENT TO FORBEARANCE AGREEMENT This Fifth Amendment to Forbearance Agreement (this "Fifth Amendment") dated effective as of November ____, 2002, is entered into by and among Cooper Capital, LLC, a Georgia limited liability company ("Cooper"), Park City Group, Inc., a Delaware corporation ("Operating PCG"), Randall K. Fields, a Utah resident ("Fields"), Riverview Financial Corp., a California corporation ("Riverview"), William D. Dunlavy, a Utah resident ("Dunlavy"), Fresh Market Manager, LLC (formerly known as Cooper Fields, LLC), a Utah limited liability company ("FMM"), and Park City Group, Inc. (formerly known as Fields Technologies, Inc. and before that known as AmeriNet Group.com, Inc.), a Nevada corporation ("Parent PCG"). RECITALS A. Operating PCG is the maker of a certain Secured Promissory Note (the "Note") and each of the parties is party to one or more of certain contracts and agreements, and is subject to certain obligations, arising under and relating to the Note and a certain Master Agreement dated April 5, 2001 and effective as of January 1, 2001, as modified by a certain Assignment Agreement whereby certain rights and obligations of Riverview were assumed by and assigned to Parent PCG's predecessor, Fields Technologies, Inc. (then known as AmeriNet.com, Inc.) as of June 13, 2001 (the "Assumption"), all of which agreements were entered into among certain of the parties hereto in varying combinations, all relating to the "Transaction" defined in the Master Agreement (with the documents related to the Transaction, the Note, the related security agreement and guaranties, or referred to or contemplated in the Master Agreement and/or the Assumption Agreement, together with the Master Agreement, the Note, the security agreements and guaranties, the Assumption Agreement, and this and all previous Forbearance Agreements, referred to herein as the "Transaction and Assumption Documents"). B. In connection with the Transaction and the Assumption, Riverview, Fields, Dunlavy, FMM, and Parent PCG (collectively, the "Guarantors"), inter alia, guaranteed the obligations of Operating PCG under the Note, and Riverview, Fields, FMM, and Parent PCG pledged certain assets to secure the obligations under the Note and the Guaranty, including a portion of the Operating PCG common stock, the FMM membership interests, and certain real estate and other assets (the Operating PCG stock pledges, the FMM membership interest pledge, and the real estate and other collateral interests and all related documentation collectively referred to herein as the "Security Documents"). C. Effective as of December 14, 2001, the parties hereto entered into a certain Forbearance Agreement in which the parties made certain agreements in exchange for Cooper Capital's agreement to forbear from the exercise of certain remedies under the Transaction and Assumption Documents and the guaranties and Security Documents (the "Forbearance"). D. Effective as of June 7, 2002, the parties hereto entered into a certain Amendment to Forbearance Agreement in which the parties made certain agreements in exchange for Cooper Capital's agreement to forbear from the exercise of certain remedies under the Transaction and Assumption Documents and the guaranties and Security Documents (the "Amended Forbearance"). E. Effective as of July 31, 2002, the parties hereto entered into a certain Second Amendment to Forbearance Agreement in which Cooper Capital agreed to forbear for a limited time from the exercise of certain remedies under the Transaction and Assumption Documents and the guaranties and Security Documents (the "Second Amended Forbearance"). F. Effective on June 5, 2002, Fields Technologies, Inc. merged with and into Park City Group, Inc., a Nevada corporation, thereby effecting a change of name and state of incorporation, with all of the obligations of Fields Technologies, Inc. under the Transaction and Assumption Documents becoming the obligations of Parent PCG (the "Merger"). G. Effective as of August 16, 2002, the parties hereto entered into a certain Third Amendment to Forbearance Agreement in which Cooper Capital agreed to forbear for a limited time from the exercise of certain remedies under the Transaction and Assumption Documents and the guaranties and Security Documents (the "Third Amended Forbearance") H. Effective as of October 1, 2002, the parties hereto entered into a certain Fourth Amendment to Forbearance Agreement in which Cooper Capital agreed to forbear for a limited time from the exercise of certain remedies under the Transaction and Assumption Documents and the guaranties and Security Documents (the "Fourth Amended Forbearance"). I. Operating PCG failed to make the principal and interest installments due on September 30, 2002 and October 31, 2002 under the Note and the Third Amended Forbearance and the period of forbearance under the Fourth Amended Forbearance has expired. Operating PCG and the Guarantors have asked that Cooper Capital forbear for a period of time in the enforcement of its rights to accelerate the Note, proceed against the collateral under the Security Documents, and pursue collection under the Note and the guaranties that arose from the failure to make timely payment. Provided the terms and conditions of this Fifth Amendment and the other terms of the Transaction and Assumption Documents, guaranties and Security Documents and the Forbearance a previously amended are met on a timely basis, Cooper Capital shall agree to forbear enforcement of such rights with respect to the payments not timely made. Until executed and delivered by all parties hereto, this Fifth Amendment shall be of no force or effect. In the event any of the terms and conditions contained herein are not met in a timely manner at any time during the term of this Fifth Amendment, Cooper Capital shall have the right to pursue any or all of its rights and remedies under this or any the previous Forbearance Agreements, the Note, the guaranties, the Security Documents or any of the other Transaction and Assumption Documents. AGREEMENT In consideration of the promises and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and to induce Cooper Capital to forbear from pursuing collection and other remedies granted to it, Operating PCG and the Guarantors agree to the following terms: 8. Payments of Principal and Interest Due on the Note: Operating PCG shall pay the remaining principal under the Note plus interest accrued but unpaid as of the date hereof and all interest accruing hereafter at the per annum default rate of sixteen percent (16%) in accordance with the following schedule (the "Formula Amount" is defined below the schedule of payments):
Date Due On or before: Principal Amount Interest Amount - ------------- ---------------- --------------- Date of execution hereof -0- All accrued but unpaid interest November 30, 2002 -0- All accrued but unpaid interest December 31, 2002 $ 200,000.00 All accrued but unpaid interest January 31, 2003 Greater of: $50,000.00 or the Formula Amount All accrued but unpaid interest February 28, 2003 Greater of: $50,000.00 or the Formula Amount All accrued but unpaid interest March 31, 2003 Greater of: $50,000.00or the Formula Amount All accrued but unpaid interest April 30, 2003 Greater of: $50,000.00or the Formula Amount All accrued but unpaid interest May 31, 2003 Greater of: $50,000.00or the Formula Amount All accrued but unpaid interest June 30, 2003 Greater of: $50,000.00or the Formula Amount All accrued but unpaid interest July 1, 2003 One-Third of then remaining principal All accrued but unpaid interest August 1, 2003 One-Half of then remaining principal All accrued but unpaid interest September 1, 2003 All remaining unpaid principal All accrued but unpaid interest Total principal $1,325,000.00
All accrued but unpaid Forbearance Fees (as defined below) shall be due and payable in three installments of one-third each on July 1, 2003, August 1, 2003, and September 1, 2003 or at the time of any earlier prepayment in full of the remaining principal due under the Note. The "Formula Amount", which will be the amount of principal due for each respective month set forth above beginning January, 2003, shall equal fifty percent (50%) of the collective cash receipts of Operating PCG and FMM for such month in excess of $400,000.00; provided that for each month beginning in February, 2003, any amount by which the cash receipts for the prior month(s) beginning with January, 2003 were less than $400,000, that short fall shall be "carried forward" for future months to offset against cash receipts for that month for purposes of this calculation such that the calculation in any given month shall give effect to the cumulative effect of prior shortfalls in calculations after January, 2003. Cash receipts for purposes of this formula include all receipts (including prepayments or deposits) for licenses, pilots, studies, tests, maintenance, upgrades, and any other form of payment received related to the products or services of Operating PCG, FMM and any related entity that now or hereafter exists. Operating PCG and FMM agree that they shall make no attempts to "manage" collections of any such receipts in order to impact the amount of the Formula Amount for any month. By way of example, if the receipts for January, February and March of 2003 were $350,000, $425,000 and $475,000, respectively, the Formula Amounts would be zero in January, zero in February due to the carryover, and $25,000 in March (50% of $50,000 excess over $400,000 left after application of $25,000 remaining carryover from January). Since the Formula Amount under this example is less than the $50,000 fixed minimum amount for each of the three months, the principal due would have been $50,000 for each month of the example. 2. Forbearance Fee. The Forbearance Fee set forth in the Amended Forbearance dated June 7, 2002 (the "Initial Forbearance Fee"), remains in effect unaltered by this Fifth Amendment except as to the dates on which the payment of such fee is due as set forth above. Due to the extent of the forbearance requested by Operating PCG and the Guarantors, the parties agree that in partial consideration for the agreements of Cooper Capital hereunder there shall be a "Second Forbearance Fee" payable with respect to this Fifth Amendment as follows (the Initial Forbearance Fee and the Second Forbearance Fee, collectively the "Forbearance Fees"): (a) On the last day of each month from November 30, 2002 through and including June 30, 2003, unless all amounts due under the Note and with respect to Security Documents, the Forbearances and all other Transaction and Assumption Documents are paid in full on or before each such date, there shall accrue a forbearance fee of $25,000 for each such month of this forbearance payable by Operating PCG and/or the Guarantors to Cooper Capital (the Second Forbearance Fee shall not continue to accrue after such payment in full); provided, however (i) If payment in full of all amounts now or hereafter due under the Note, the Forbearances, the Security Documents, and any other of the Transaction and Assumption Documents is made on or before March 31, 2003, Cooper Capital agrees that as a prepayment discount it will waive all four months of the Second Forbearance Fee accruing before the date of such payment in full and, combined with the months of the fee avoided by such prepayment, no Second Forbearance Fee shall be due; (ii) If payment in full of all amounts now or hereafter due under the Note, the Forbearances, the Security Documents, and any other of the Transaction and Assumption Documents is made on or before April 30, 2003, Cooper Capital agrees that as a prepayment discount it will waive three months of the Second Forbearance Fee accruing before the date of such payment in full and, combined with the months of the fee avoided by such prepayment, two months of the Second Forbearance Fee (or $50,000.00) will remain due and payable at the time of such prepayment; (iii) If payment in full of all amounts now or hereafter due under the Note, the Forbearances, the Security Documents, and any other of the Transaction and Assumption Documents is made on or before May 31, 2003, Cooper Capital agrees that as a prepayment discount it will waive two months of the Second Forbearance Fee accruing before the date of such payment in full and, combined with the months of the fee avoided by such prepayment, four months of the Second Forbearance Fee (or $100,000.00) will remain due and payable at the time of such prepayment; (iv) If payment in full of all amounts now or hereafter due under the Note, the Forbearances, the Security Documents, and any other of the Transaction and Assumption Documents is made on or before June 30, 2003, Cooper Capital agrees that as a prepayment discount it will waive one month of the Second Forbearance Fee accruing before the date of such payment in full and, combined with the month of the fee avoided by such prepayment, six months of the Second Forbearance Fee (or $150,000.00) will remain due and payable at the time of such prepayment; The Forbearance Fees shall be paid by means of cash or an addition to the principal amount due under the Note, with such principal amount due as set forth above. At the election of Cooper Capital, the addition of the Initial and Second Forbearance Fees to the principal due under the Note shall be documented at the time the amount of the total of such fees is determinable by an amendment to the Note and to the Security Documents and the other Transaction and Assumption Documents to the extent required. It shall be the express intent of all of the parties hereto that the fee shall constitute an amount due under the Note as fully and completely as if it had been included in the original Note amount, with all of the protections, rights, collateral and other security and guaranties as are provided to the original Note amount. Such addition shall be effected by means of an amendment to the Note and the other applicable documents and shall not constitute a new note or a novation of the Note. The parties agree to cooperate with Cooper Capital to effect this in a manner as to preserve in effect all of the protections, rights, dates of perfection, collateral and other security and guaranties; provided however, in the event this can not be accomplished, all of the parties hereto agree that if requested by Cooper Capital they will execute and enter into replacement guaranties, Security Documents and other related agreements to provide the same protections to Cooper Capital as relate to the original Note amount. The parties agree and acknowledge that the fees are reasonable consideration for the agreements made herein and are not, and shall not be deemed, penalties or other punitive charges. It is the express intent of the parties that the Forbearance Fees are consideration for the forbearance by Cooper Capital of its rights under the Transaction and Assumption Documents for the time periods and under the circumstances set forth in the respective Forbearance Agreements, and are not, and are not intended to be, interest. If notwithstanding the intent of the parties, (i) either or both the Initial or Second Forbearance Fees are determined by a court having jurisdiction over the enforcement of the rights of the parties hereto to be additional interest and (ii) such amounts together with the interest rates (including the default rates) actually in effect under the Note collectively exceed, for one or more periods during the term of the Note and Forbearances, the rates that can be lawfully charged under the Note as modified by the Forbearance Agreements, the amount of the interest and fees accruing under the Note and the Forbearances for such periods shall be reduced to the maximum allowable by applicable law. 3. Acknowledgement of Current Default; Conditional Waiver. Operating PCG and the Guarantors expressly acknowledge that Operating PCG's and Guarantors' failure to pay the Notes when due is a default under the Transaction and Assumption Documents and prior Forbearances; that Operating PCG and the Guarantors are unable to cure the default; and that Operating PCG and the Guarantors have no offsets, claims or defenses against Cooper Capital under the guaranties, the Security Documents and the other Transaction and Assumption Documents and at the election of Cooper Capital, the Note would be immediately due and payable. Notwithstanding the foregoing, pursuant to this Fifth Amendment, Cooper Capital has agreed to forbear from the exercise of certain of its rights and remedies under such agreements with respect to the above identified default, subject to full compliance with the conditions of this Fifth Amendment. On the condition precedent that Operating PCG and the Guarantors achieve and maintain compliance with the terms of this Fifth Amendment, the Forbearances and of the Transaction and Assumption Documents (except with respect to payments, which shall be in accordance with the schedule set forth above), this Fifth Amendment shall constitute a limited waiver of the payment default referred to in recital I above; provided however, that upon and during the continuation of a breach or default of any of the terms of this Fifth Amendment or of any other default under the Forbearance as amended, the Note, the Security Documents or any of the other Transaction and Assumption Documents, the waiver of such payment default shall be terminated and the default condition shall once again exist. 4. No Effect on Other Provisions, Defenses, Rights or Remedies. All terms and provisions contained in the Forbearance as amended, the Note, the Security Documents and the other Transaction and Assumption Documents and not specifically changed hereby shall remain in full force and effect. The Guarantors acknowledge that, although under the terms of such agreements their consent or concurrence to this Fifth Amendment is not required and that their obligations, rights and defenses are not changed by this Fifth Amendment (except to the extent a fee has been, and an additional fee may hereafter be, added to the Note), the Guarantors have executed and delivered this Fifth Amendment for the purpose of expressly (i) acknowledging notice of this Fifth Amendment (although notice is not required), (ii) consenting to the provisions hereof (although their consent is not required), (iii) agreeing that their obligations and responsibilities under the guaranties, the other Security Documents and other Transaction and Assumption Documents shall continue in full force and effect, not diminished or affected by this Fifth Amendment or by Cooper Capital's delay or willingness to forbear in the enforcement of its rights under the Forbearance as amended, the Note, the Security Documents or the other Transaction and Assumption Documents, and (iii) agreeing that no defenses to their obligations and responsibilities have arisen or are strengthened by virtue of this Fifth Amendment or Cooper Capital's conduct with respect to its rights under any of such agreements. 5. Limited Waiver. Operating PCG and the Guarantors acknowledge and agree that except as specifically provided herein, nothing herein shall be construed or considered as a waiver by Cooper Capital of any event of default under the Note, the Security Documents or any of the other Transaction and Assumption Documents or a waiver of Cooper Capital's right to resort to any remedy under any of such agreements. Operating PCG and the Guarantors acknowledge and agree that in the event Operating PCG and/or any Guarantor default in any respect hereunder or under the Forbearance as amended, the Note, the Security Documents or any of the other Transaction and Assumption Documents, Cooper Capital shall have the right to resort to all of its rights and remedies under such any or all of such agreements. Notwithstanding the provisions of this Fifth Amendment providing for forbearance and notwithstanding any prior forbearances or waivers issued by Cooper Capital, Operating PCG and Guarantors acknowledge that Operating PCG and Guarantors are not entitled to any further forbearance, modifications, extensions or waivers other than those set forth herein, either expressly, implicitly, by operation of law or otherwise. No waiver and no modifications, extension, amendment, discharge, or change of the Forbearance as amended, the Note, the Security Documents or other Transaction and Assumption Documents, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such waiver, modification, extension, amendment, discharge, or change is sought. Subject to the provisions of the Forbearance as amended, the Note, the Security Documents or the other Transaction and Assumption Documents, this Fifth Amendment contains the entire agreement between the parties relating to the subject matter of this Fifth Amendment, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged herein. 6. Obligation to Execute and File Amendments and Documents, Extensions and Other Actions; Subordination Agreement. Operating PCG and the Guarantors agree to execute and/or file all documentation, filings (including UCC's) or notices that Cooper Capital or its attorneys deem necessary or advisable to protect Cooper Capital's rights, interests, remedies, and protections that may have been impacted by the change of name and state of incorporation of Parent PCG such that Cooper Capital's rights, interests, remedies, perfection, and protections will be the same as if the change, change of state of incorporation, extensions, or forbearances had not occurred. All of such documentation, filings and notices shall be completed within two weeks of the date hereof. The parties also agree to take all steps and execute all documentation, including without limitation, execution of an amendment or extension of the Escrow Agreement among the parties that are necessary or deemed advisable by Cooper Capital due to the extension of time for payment of the Note contemplated herein. Operating PCG and the Guarantors covenant and agree to cause to be executed appropriate subordination agreements (similar to those previously used by PCG's lenders) for the purpose of subordinating any additional borrowings undertaken by Operating PCG during the term hereof to the Note and the obligations hereunder. Operating PCG shall provide copies of all such subordination agreements to Cooper Capital. 7. Certain Representations and Covenants. Operating PCG and the Guarantors hereby represent, warrant, and covenant the following: (a) There are currently 25,880,136 shares of the Common Stock of Operating PCG outstanding on the date hereof, of which 25,559,802 shares are owned by Parent PCG, and no additional shares shall be issued during the term of this Forbearance; (b) There are no shares of any other class of stock of Operating PCG outstanding on the date hereof and no shares of any class of stock of Operating PCG shall be issued during the term of this Forbearance; (c) There are 100 shares of the Common Stock of Vallarta Cuatro, Ltd, a Colorado corporation, outstanding on the date hereof, 50 of which are owned by Fields, and no additional shares shall be issued during the term of this Forbearance. (d) There are no shares of any other class of stock of Vallarta Cuatro, Ltd outstanding on the date hereof and no shares of any class of stock of Vallarta Cuatro, Ltd shall be issued during the term of this Forbearance. (e) The villa owned by Vallarta Cuatro, Ltd. was not damaged by the hurricane that recently passed through Puerto Vallarta, Mexico or by any other event occurring since the representations of valuation and pictures received by Cooper Capital recently from the real estate agent located there and referred to Cooper Capital by Operating PCG. (e) Neither Operating PCG nor the Guarantors have taken any acts or omitted to take any acts that have or will with the passage of time result in a loss or reduction in the validity or perfection of the security interests of Cooper Capital granted in the various Security Documents and other Transaction and Assumption Documents. In the event any acts, or the execution and delivery of any documents, are required of Operating PCG or any of the Guarantors to maintain or reinstate the security interests or perfection of Cooper Capital in any collateral relating to the Transaction, Operating PCG and the Guarantors each agrees to take any such action and execute and deliver any such documents promptly (but in no event later than two weeks) upon request of Cooper Capital. 8. Default Under this Fifth Amendment; Expenses. Operating PCG's and/or any Guarantor's failure to make any payments required hereunder or to perform any obligation required by this Fifth Amendment, the Forbearance as amended, the Note, the Security Documents, or any of the other Transaction and Assumption Documents shall constitute an event of default under this Fifth Amendment and in the event of such a default, Cooper Capital may thereafter elect to exercise any and all of its rights or remedies hereunder and under any of such agreements. Regardless of Cooper Capital's election of rights and remedies under the preceding sentence, interest on the principal balance due under the Note shall continue to accrue during any period of a default under this Forbearance as amended at the default rate (which is equal to the rates set forth in Section 1). The parties further expressly acknowledge and agree that Cooper Capital's costs and attorneys' fees incurred in connection with the preparation and enforcement of this Fifth Amendment are costs of enforcement and collection payable by Operating PCG and the Guarantors under the Note and Transaction and Assumption Documents. As detailed on Schedule 1 hereto there are outstanding expenses of $ 21,352.18 for which Cooper Capital has received billings related to negotiations and drafting of this and previous Forbearances and prior amendments to other documents for which reimbursement is required under the Transaction and Assumption Agreements and Forbearances. The parties agree that these amounts shall be reimbursed to Cooper Capital on or before December 31, 2002. Any remaining or future billings for reimbursable costs will be paid within 20 days of invoice. 9. Further Assurances. Operating PCG and each of the Guarantors agree to, and to cause each of its affiliates to, from time to time, execute and deliver such additional instruments, documents (including without limitation UCC financing statements and similar notice instruments and documents), assumptions or assurances and take such other actions as may be necessary, or otherwise requested by Cooper Capital to confirm and assure that their obligations with respect to or related to this Fifth Amendment, the Forbearance as amended, the Note, the Security Documents, or any of the other Transaction and Assumption Documents. In the event this Fifth Amendment diminishes or eliminates any of the rights, interests or remedies of Cooper Capital under any of such agreements in any respect (other than delaying enforcement of any of such rights as set forth herein), Operating PCG and the Guarantors agree that they shall take all steps necessary to cure or reverse any such diminution or elimination as requested by Cooper Capital. If appropriate action to promptly cure or reverse is not taken, or it is not possible to cure or reverse, then at the election of Cooper Capital, Operating PCG and the Guarantors agree that this Forbearance shall be null and void and of no effect and Cooper Capital's rights and remedies under the Forbearance as amended, the Note, the Security Documents, and the other Transaction and Assumption Documents shall be reinstated as if the Fifth Amendment had not occurred, with all appropriate documentation executed (and filed if applicable) to effect such reversion and restore the rights and obligations owed to Cooper Capital. 10. Governing Law. This Fifth Amendment shall be governed by the laws of the State of Utah. 11. Counterparts. This Fifth Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Fifth Amendment and all of which, when taken together, will be deemed to constitute one and the same instrument. Signatures executed and transmitted via facsimile shall be as effective as original signatures. In witness whereof, the parties to this Fifth Amendment have executed this instrument effective as of the date first above written, regardless of the actual date of signing. Operating PCG and each of the Guarantors accepts the terms and conditions of the foregoing Fifth Amendment. RIVERVIEW FINANCIAL CORP., PARK CITY GROUP, INC., a California corporation a Nevada corporation ("Parent PCG") By: ______________________________ By: ______________________________ Its: _____________________________ ts: ______________________________ Date: ____________________________ Date: ____________________________ PARK CITY GROUP, INC. FRESH MARKET MANAGER, LLC, a Delaware corporation ("Operating PCG") a Utah limited liability company By: ______________________________ By: ______________________________ Its: _____________________________ ts: ______________________________ Date: ____________________________ Date: ____________________________ COOPER CAPITAL, LLC, a Georgia limited liability company ______________________________ Randall K. Fields By: ______________________________ Its: _____________________________ ______________________________ Date: ____________________________ William D. Dunlavy SCHEDULE 1 Detail of Costs Related to Amendments and Forbearances Billings from William V. Bryant, Esq. for negotiations & drafting of various amendments of documents and forbearances: Billing Period Amount of Billing From December, 2001 - June 2002 $ 8,643.75 From July, 2002 - October, 2002 $ 8,950.00 Billings from Manning Curtis Bradshaw & Bednar, Attorneys, for assistance in local law aspects of negotiations & drafting of various amendments of documents and forbearances: Billing Period Amount of Billing Through December 31, 2001 $ 2,712.52 January - June, 2002 $ 1,045.91 ---------- Total $21,352.18 ========== EX-9.2 4 ex92form8k112702.txt NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 9.2 NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of the 12th day of November, 2002 (the "Effective Date") by and among PARK CITY GROUP. INC. a Nevada corporation (the "Company"), and A (the "Purchaser"). In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. AMOUNT AND TERMS OF THE LOAN 1.1. The Loan. Subject to the terms of this Agreement, the Purchaser agrees to purchase, for $30,000 (the "Loan Amount"), and the return to the Company of its note in favor of the Purchaser, dated August 16, 2002, having a face amount of $________________ (the "Original Convertible Promissory Note"), a new note from the Company having a face value equal to $ B plus accrued interest under the Original Convertible Promissory Note as of date hereof (the "Principal Amount") and shall receive, upon the purchasing of such note and in consideration therefor: 1.1.1. A promissory note in substantially the form attached hereto as Exhibit A (the "Note"). 1.1.2. A warrant (the "Warrant") to purchase C shares (the "Warrant Share Number") of common stock, par value $.01 per share, of the Company (the "PCG Common Stock"). The Warrant shall be in substantially the form attached hereto as Exhibit B. 1.1.3. Value of Note and Warrant. The Company and the Purchaser, having adverse interests and as a result of arm's length bargaining, agree that Neither the Purchaser nor any affiliated company has rendered any services to the Company in connection with this Agreement. The aggregate fair market value of the Note, if issued apart from the Warrant is D , and the aggregate fair market value of the Warrant, if issued apart from the Note is E . 2. THE CLOSING 2.1. Closing Date. The closing of the purchase and sale of the Note and the Warrant (the "Closing") shall be held on the Effective Date, or at such other time as the Company and the Purchaser shall agree (the "Closing Date"). 2.2. Delivery. At the Closing (i) the Purchaser will deliver to the Company, (a) a check or wire transfer of funds in the amount of the Loan Amount, (b) the original Convertible Promissory Note and (c) the original Warrant to Purchase Common Stock; and (ii) the Company shall issue and deliver to the Purchaser (a) a Note in favor of the Purchaser payable in the principal amount of the Principal Amount, (b) a Warrant issued in the name of Purchaser and exercisable for the Warrant Share Number of shares of Fields Common Stock and (c) a second warrant, to replace the warrant delivered by Purchaser pursuant to provision 2.2.(c)above, identical in all respects except that the exercise price is $0.04 per share. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows: 3.1. Corporate Power. The Company has, and will have at the Closing Date, all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. 3.2. Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder, has been taken. 3.3. Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes and Warrants are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "1933 Act"), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws. 3.4. Financial Statements. The Company has previously made available to the Purchaser, or indicated the online location of, a copy of its audited financial statements (i) as of and for the fiscal year ended December 31, 2000 and 1999 certified by Sorenson, Vance & Co. the "Audited 2000 Financials", and (ii) as of and for the six months ended June 30, 2001 (the Audited 2001 Financials") certified by Tanner & Co., and with true and complete copies of each registration statement and proxy statement (including supplements and amendments thereto) filed by the Company with the Securities and Exchange Commission (the "SEC") since June 30, 2001 and of the following reports filed by the Company with the SEC: the Company's Annual Reports on Form 10-K[SB] for each of the two fiscal years in the periods ended December 31, 1999, and 2000, and the six months ending June 30, 2001, and all Quarterly Reports on Form 10-QSB and all Current Reports on Form 8-K filed after June 30, 2001 (the "SEC Filings"). The Company Financial Statements and the audited year-end and unaudited interim financial statements and schedules contained in the SEC Filings (or incorporated therein by reference) were prepared in accordance with the books and records of the Company in all material respects and were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise noted therein and except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the aggregate are not material. Each of the financial statements referred to above fairly presents the financial position of the Company as of the respective dates set forth therein or the results of operations and changes in financial position of the Company for the respective fiscal periods or as of the respective dates set forth therein, except that the unaudited interim financial statements were or are subject to normal year-end and audit adjustments that in the aggregate are not material. Each such registration statement, proxy statement and SEC Filing did not, on the date of effectiveness in the case of such registration statements, on the date of mailing and on the date of any stockholder meetings in the case of such proxy statements and on the date of filing in the case of such SEC Filings, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each SEC filing, as of the date of its filing, complied as to form with the requirements of the Securities Exchange Act of 1934, as amended. 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Company as follows: 4.1. Purchase for Own Account. The Purchaser is acquiring the Note, the equity securities into which the Note may be converted, the Warrant and the Fields Common Stock issuable upon exercise of the Warrant (collectively, the "Securities") solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. The Purchaser understands that the Securities have not been registered under the 1933 Act and applicable state securities laws and, therefore, cannot be resold unless they are subsequently registered under the 1933 Act and applicable state securities laws or unless an exemption from such registration is available. The Purchaser further understands and agrees that, until so registered or transferred pursuant to the provisions of Rule 144 under the Securities Act, such securities shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "These securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. These securities have been acquired for investment and not with a view to their distribution or resale, and may not be sold, pledged, or otherwise transferred without an effective registration statement for such securities under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Corporation to the effect that such registration is not required." Such legend shall be removed when such securities may be sold pursuant to Rule 144(k). 4.2. Information and Sophistication. The Purchaser acknowledges that it has made inquiry concerning the Company, its business, operations, financial condition and its personnel and received all the information it has requested from the Company that it considers necessary or appropriate for deciding whether to acquire the Securities. The officers of the Company have made available to the Purchaser any and all written information which the Purchaser has requested and have answered to the Purchaser's satisfaction all inquiries made by the Purchaser. The Purchaser represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser. The Purchaser further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment and that the Purchaser has the capacity to protect its own interests in connection with the purchase of the Securities by reason of the Purchaser's business or financial experience. 4.3. Ability to Bear Economic Risk. The Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 4.4. Risk. The Company's operations are subject to all of the risks inherent in any early-stage business enterprise and the likelihood of the success of the Company must be evaluated in light of various factors, including the need for additional capital to fund the Company's activities, working capital deficits, competition with established and well-financed entities, the need for further refinements of the Company's products and services, changes in technology, reliance on key personnel, changes in markets generally for the Company's products and services, and changes and uncertainties in the securities markets. There can be no assurance that the Company will be able to generate sufficient revenues to support its operations and/or achieve profitable results. 4.5. Accredited Investor Status. The Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. 4.6. Further Assurances. The Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement. 5. MISCELLANEOUS 5.1. Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5.2. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Utah as applied to agreements among Utah residents, made and to be performed entirely within the State of Utah. 5.3. Counterparts. 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. 5.4. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 5.5. Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit with the United States Post Office, postage prepaid, addressed to the Company 333 Main Street Suite #300; P.O. Box 5000; Park City, UT 84060, or to the Purchaser at fill in , or at such other address as such party may designate by ten (10) days advance written notice to the other party. 5.6. Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchaser. 5.7 Entire Agreement. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. 5.8 Purchaser's Expenses. The Company will pay Purchaser's reasonable out-of-pocket expenses associated with this Loan, including, but not limited to, expenses of counsel; provided, however, that all Purchasers work with the Company's financial advisor and such advisor's counsel in such efforts. IN WITNESS WHEREOF, the parties have executed this NOTE AND WARRANT PURCHASE AGREEMENT as of the date first written above. COMPANY: PARK CITY GROUP INC. By:_________________________________ Name: Randall K. Fields Title: Chief Executive Officer, President PURCHASER: NAME - fill in By: ________________________________ Name: Title: An Individual EX-9.3 5 ex93form8k112702.txt PROMISSORY NOTE Exhibit 9.3 EXHIBIT A THIS PROMISSORY NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS PROMISSORY NOTE AND, IF APPLICABLE, THE SECURITIES INTO WHICH IT IS CONVERTED, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. PROMISSORY NOTE $____________ B November 12, 2002 Park City, Utah For value received PARK CITY GROUP, INC. a Nevada corporation ("Payor" or the "Company") promises to pay to fill in , or his assigns ("Holder") the principal sum of $ B with interest on the outstanding principal amount at the rate of 10% per annum, based on a 365-day year. Interest shall commence with the date hereof and shall continue on the outstanding principal until paid in full. Principal and accrued interest shall be due as provided herein on or before the earlier to occur of (i) July 31, 2003 or, (ii) the maturity of the Company debt to Cooper Capital or Riverview Financial Corporation, or (iii) the date on which the Company closes on the Additional Funding, or (vi) an Event of Default (as defined below) (each, the "Maturity Date"). 1. All payments of interest and principal shall be in lawful money of the United States of America. This Note may be prepaid at any time. All payments shall be applied first to accrued interest and thereafter to principal. 2. If there shall be any Event of Default hereunder, Payor shall pay all reasonable attorneys' fees and court costs incurred by Holder in enforcing and collecting this Note, and this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an Event of Default: (a) Payor fails to pay (i) timely the principal amount due under this Note on the date the same becomes due and payable or (ii) any accrued interest or other amounts due under this Note within three (3) business days following the date the same becomes due and payable; (b) Payor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or (c) An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within sixty (60) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor; or (d) The Payor shall after any required notice thereunder and after the expiration of applicable grace periods (i) default in the repayment of any principal of or the payment of any interest on any indebtedness, or (ii) breach or violate any term or provision of any promissory note, loan agreement, mortgage, indenture or other evidence of such indebtedness, if the effect of such breach is to permit the acceleration of such indebtedness. 3. Payor hereby waives demand, notice, presentment, protest and notice of dishonor. 4. Payor shall organize a private placement of its equity securities pursuant to which Payor will seek to raise a minimum of approximately $2.4 million (the "Private Placement"). If the Private Placement is consummated prior to the Maturity Date, upon the receipt by Payor of gross proceeds from the Private Placement of at least that amount of additional funds that would allow the Note to become the senior debt of the Company by virtue of the repayment of all debt senior to the Note ("the Additional Funding") prior to July 31, 2003, all principal and interest due on this Note shall become due. 7. The terms of this Note shall be construed in accordance with the laws of the State of Utah, as applied to contracts entered into by Utah residents within the State of Utah, which contracts are to be performed entirely within the State of Utah. 8. Any term of this Note may be amended or waived with the written consent of Payor and Holder. IN WITNESS WHEREOF, the Payor has caused this Promissory Note to be executed by its duly authorized officer as of the date first set forth above. PARK CITY GROUP, INC. By:_____________________________ Name: Randall K. Fields Title: Chief Executive Officer and President EX-9.4 6 ex94form8k112702.txt WARRANT TO PURCHASE COMMON STOCK Exhibit 9.4 EXHIBIT B THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING SHARES OF COMMON STOCK, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. PARK CITY GROUP, INC. WARRANT TO PURCHASE COMMON STOCK November 12, 2002 Void After November 12, 2007 THIS CERTIFIES THAT, for value received, name , with his principal office at address , or its assigns (the "Holder"), is entitled to subscribe for and purchase at the Exercise Price (defined below) from PARK CITY GROUP, INC., a Nevada corporation, with its principal office at 333 Main Street Suite 300; P.O. Box 5000; Park City, Utah 84060 (the "Corporation") up to C shares of common stock, par value $.01 per share, of the Corporation (the "Common Stock"). 1. Definitions. AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING RESPECTIVE MEANINGS: (a) "Exercise Period" shall mean the period commencing with the date hereof and ending five years from the date hereof, unless sooner terminated as provided below. (b) "Exercise Price" shall mean $0.04 per share, subject to adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean the shares of Common Stock issuable upon exercise of this Warrant. 2. Exercise of Warrant. 2.1 THE RIGHTS REPRESENTED BY THIS WARRANT MAY BE EXERCISED IN WHOLE OR IN PART AT ANY TIME DURING THE EXERCISE PERIOD, BY DELIVERY OF THE FOLLOWING TO THE CORPORATION AT ITS ADDRESS SET FORTH ABOVE (OR AT SUCH OTHER ADDRESS AS IT MAY DESIGNATE BY NOTICE IN WRITING TO THE HOLDER): (a) An executed Notice of Exercise in the form attached hereto; (b) Payment of the Exercise Price either in cash or by check; and (c) This Warrant. Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 9. 2.2 Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined in good faith by the Corporation's Board of Directors; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 at a time when the Common Stock is publicly traded, the fair market value per share shall be the closing sale price of the Common Stock on the last business day preceding the date of exercise. 3. Covenants of the Corporation. 3.1 Covenants as to Exercise Shares. The Corporation covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Corporation further covenants and agrees that the Corporation will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. 3.2 No Impairment. Except and to the extent as waived or consented to by the Holder, the Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment. 3.3 Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Corporation shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution. 4. Representations of Holder. 4.1 Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant solely for its account for investment and not with a view to or for sale or distribution of said Warrant or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only. 4.2 Securities Are Not Registered. (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the "Act") on the basis that no distribution or public offering of the stock of the Corporation is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. (b) The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Corporation has no obligation to register the Warrant or the Exercise Shares of the Corporation, or to comply with any exemption from such registration. (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Corporation, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Corporation presently has no plans to satisfy these conditions in the foreseeable future. 4.3 Disposition of Warrant and Exercise Shares. The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. 5. Adjustment of Exercise Price. 5.1 In the event of changes in the outstanding Common Stock of the Corporation by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like prior to the exercise of this Warrant (or portion thereof), the number and class of shares available under the Warrant (or portion thereof) in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant (or portion thereof), on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant (or portion thereof) been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. 5.2 If at any time or from time to time after the date hereof, the Corporation shall issue or sell shares of Common Stock ("New Shares"), other than as a dividend or upon a subdivision or combination of shares of Common Stock, for a consideration per share less than the then effective Exercise Price, then and in each case the Exercise Price shall be reduced, as of the opening of business on the date following such issuance or sale, to a price equal to the price at which the New Shares are sold. In no event shall any adjustment under this Section 5.2 result in an increase in the Exercise Price. 6. Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Corporation shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction. 7. No Stockholder Rights. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Corporation. 8. Transfer of Warrant. Subject to applicable laws, the restriction on transfer set forth on the first page of this Warrant, this Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any transferee designated by Holder. The transferee shall sign an investment letter in form and substance satisfactory to the Corporation. 9. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Corporation may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. 10. Notices, etc. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by telex, telegram, express mail or other form of rapid communications, if possible, and if not then such notice or communication shall be mailed by first-class mail, postage prepaid, addressed in each case to the party entitled thereto at the following addresses: (a) if to the Corporation, to Park City Group, Inc., Attention: Secretary, 333 Main Street Suite 300; P.O. Box 5000, Park City, Utah 84060 and (b) if to the Holder, address , or at such other address as one party may furnish to the other in writing. Notice shall be deemed effective on the date dispatched if by personal delivery, telecopy, telex or telegram, two days after mailing if by express mail, or three days after mailing if by first-class mail. 11. Registration Rights. The Corporation shall use its best efforts to include the Exercise Shares in any registration statement filed with the Securities and Exchange Commission following the issuance of this Warrant. 12. Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. 13. Governing Law. This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of the State of Utah. IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its duly authorized officer as of November 12, 2002. PARK CITY GROUP, INC. By:____________________________ Name: Randall K. Fields Title: Chief Executive Officer and President NOTICE OF EXERCISE TO: PARK CITY GROUP, INC (1) [ ] The undersigned hereby elects to purchase ______________ shares of the Common Stock of PARK CITY GROUP, INC (the "Company") pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. [ ] The undersigned hereby elects to purchase ______________ shares of the Common Stock of PARK CITY GROUP, INC. (the "Company") pursuant to the terms of the net exercise provisions set forth in Section 2.2 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: Name: _____________________________ Address: _____________________________ _____________________________ (3) The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. ________________________ ____________________________ ___________________ (Signature) (Print Name) (Date) ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name:_____________________________________________________________________ (Please Print) Address:__________________________________________________________________ (Please Print) Dated: __________________________________________________ Holder's Signature: _____________________________________ Holder's Address: _____________________________________ _____________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. -----END PRIVACY-ENHANCED MESSAGE-----