Exhibit 10.59


 


PREFERRED STOCK PURCHASE AGREEMENT


 


This Preferred Stock
Purchase Agreement (this “Agreement”) is made as of March 3, 2003, by and
between Vista Medical Technologies, Inc., a Delaware corporation (the
“Company”), and the parties listed on Schedule A hereto (each, a
“Purchaser and collectively, the “Purchasers”).


 


THE PARTIES HEREBY AGREE
AS FOLLOWS:


 


1.                                       Sale
and Issuance of Preferred Stock. 
Subject to the terms and conditions of this Agreement, each Purchaser
agrees to purchase at the Closing, and the Company agrees to sell and issue to
each Purchaser at the Closing, that number of shares (the “Shares”) of the
Company’s Series A Preferred Stock set forth opposite such Purchaser’s name on Schedule
A, at a per share purchase price of $0.95.


 


2                                          Closing.  The purchase and sale of the Shares shall
take place at the offices of the Company, simultaneous with the execution of
this Agreement, or at such other place and time as the Company and the
Purchasers acquiring more than 50% of the Shares mutually agree, either orally
or in writing (the “Closing”).  At the
Closing, subject to the terms and conditions hereof, the Company shall deliver
to each Purchaser a certificate, in the name of such Purchaser, representing
the Shares purchased by such Purchaser, dated as of the Closing.


 


3                                          Representations
and Warranties of the Company.  The
Company hereby (i) represents and warrants to the Purchasers those items in
Sections 3(a) -3(o) (except as disclosed in the Company Reports (as defined in
Section 3(n) below) and (ii) covenants to the Purchasers the item in Section
3(p) as follows:


 


(a)          No consent, approval,
authorization or order of any court, governmental agency or body or arbitrator
having jurisdiction over the Company is required for the execution of this Agreement
or the sale of the Shares to the Purchaser. 
The Company is not required to give notice to, or make any filing or
registration with, any court or other federal state, local or other
governmental authority or other person or entity in connection with the
execution and delivery of this Agreement and the Registration Rights Agreement
(the “Registration Rights Agreement”) to be entered into simultaneously among
the Company and the Purchasers (each, a “Transaction Document” and, together,
the “Transaction Documents”), other than the application to The Nasdaq Stock
Market (“Nasdaq”) for the listing of the Common Stock to be issued upon
conversion of the Shares  (the
“Conversion Shares”) into which the Shares are convertible, the filing of a
Form D with the Securities and Exchange Commission (the “SEC”), the filing of a
Form 8-K with the SEC and notification to Nasdaq with respect to the same, and
applicable Blue Sky filings in those states where necessary.


 


(b)         The Company is an entity
duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, with the requisite
power and authority to own and use its properties and assets and to carry on
its business as currently conducted. 
The Company is not in violation of any of the provisions of its
certificate or articles of incorporation, bylaws or other organizational or
charter documents.  The Company is duly
qualified to conduct business and is in good standing as a foreign corporation


 

















 


in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, would not,
individually or in the aggregate, have or reasonably be expected to result in:
(i) a material adverse effect on the legality, validity or enforceability of
the Transaction Documents, (ii) a material adverse effect on the results of
operations, assets, prospects, business or financial condition of the Company,
or (iii) a material adverse impairment to the Company’s ability to perform
fully on a timely basis its obligations under any Transaction Document (any of
(i), (ii) or (iii), a “Material Adverse Effect”).


 


(c)          Neither the sale of the
Shares nor the performance of the Company’s other obligations pursuant to this
Agreement will violate, conflict with, result in a breach of, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under (i) the Certificate of Incorporation or the Bylaws of the
Company, (ii) any decree, judgment, order or determination of any court,
governmental agency or body, or arbitrator having jurisdiction over the Company
or any of the Company’s properties or assets; (iii) any law, treaty, rule or
regulation applicable to the Company (including the federal securities laws,
and the requirements of Nasdaq); or (iv) the terms of any bond, debenture, note
or other evidence of indebtedness, in any event above, which violation,
conflict or breach would have a Material Adverse Effect on the Company.


 


(d)         The Company has the
requisite corporate power and corporate authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents
and otherwise to carry out its obligations thereunder.  The Company has taken all corporate action
required to authorize the execution and delivery of each of the Transaction
Documents and the performance of its obligation thereunder, and when each is
delivered in accordance with the terms hereof, such will constitute the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms.


 


(e)          The Company has duly
authorized the issuance of the Shares and has reserved sufficient shares of
Common Stock to be issued upon conversion thereof (the “Conversion
Shares”).  When issued and delivered to
(and paid for by) the Purchasers in accordance with the terms hereof, the
Shares will be duly and validly issued, fully paid and nonassessable.  When issued in accordance with the
provisions of the Company’s Certificate of Incorporation, the Conversion Shares
will be duly and validly issued, fully paid and nonassessable.


 


(f)            As of February 25,
2003 (without giving effect to the sale of the Shares hereunder), the Company
had a total of 5,001,749 shares of Common Stock issued and outstanding;
approximately 967,701 shares of Common Stock were subject to outstanding
options granted under the Company’s 1997 Stock Option/Stock Issuance Plan; approximately
100,000 shares of Common Stock were reserved for issuance under the Company’s
Employee Stock Purchase Plan or which 82,400 shares have been issued; and
49,805 shares were reserved for issuance pursuant to exercise of outstanding
warrants.  No securities of the Company
are entitled to preemptive or similar rights, and no person has any right of
first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents.  The issue and sale of the Shares and
Conversion Shares will not,


 


2

















 


immediately or with the passage of time, obligate the Company to issue
shares of Common Stock or other securities to any person (other than the
Purchasers or their successors) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under such securities.


 


(g)         There is no action, suit
or proceeding before or by any court or governmental agency or body, domestic
or foreign, now pending, or, to the knowledge of the Company, threatened,
against or affecting the Company which, singly or in the aggregate, might
result in any material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the Company, or
which might materially and adversely affect the consummation of the Transaction
Documents or the Company’s performance thereunder.


 


(h)         The Company is not : (i)
in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a
default by the Company under), nor has the Company received notice of a claim
that it is in default under or that it is in violation of, any loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) in violation of any order of any court,
arbitrator or governmental body, or (iii) in violation of any statute, rule or
regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and
employment and labor matters, except in each case as does not, individually or
in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect.


 


(i)             The Company, to the best
of its knowledge in the course of diligent inquiry, owns or is licensed to use
all patents, patent applications, inventions, trademarks, trade names,
applications for registration of trademarks, service marks, service mark
applications, copyrights, know-how, manufacturing processes, formulae, trade
secrets, license and rights in any thereof and any other intangible property
and assets that are material to the business of the Company as now conducted
and as proposed to be conducted (in this Agreement called the “Proprietary
Rights”), or is seeking, or will seek, to obtain rights to use such Proprietary
Rights that are material to the business of the Company as proposed to be
conducted.


 


(1)          The Company has not
received written notice of any pending conflict with or infringement upon such
third-party proprietary rights.


 


(2)          The Company has not
entered into any consent, indemnification, forbearance to sue or settlement
agreement with respect to Proprietary Rights other than in the ordinary course
of business.  No claims have been
asserted by any person with respect to the validity of the Company’s ownership
or right to use the Proprietary Rights and, to the best knowledge of the
Company, there is no reasonable basis for any such claim to be successful.


 


(3)          The to best knowledge of
the Company, no person is infringing on or violating the Proprietary Rights.


 


3

















 


(j)             The Company possesses
and is operating in compliance with all material licenses, certificates, consents,
authorities, approvals and permits from all state, federal, foreign and other
regulatory agencies or bodies necessary to conduct the businesses now operated
by it, and the Company has not received any notice of proceedings relating to
the revocation or modification of any such permit.


 


(k)          The Company has good and
marketable title to its properties, free and clear of all material security
interests, mortgages, pledges, liens, charges, encumbrances and claims of
record.  The properties of the Company
are, in the aggregate, in good repair (reasonable wear and tear excepted), and
suitable for their respective uses.  Any
real property held under lease by the Company is held under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
interfere with the conduct of the business of the Company.  The Company owns or leases all such
properties as are necessary to its business or operations as now conducted.


 


(l)             No brokerage or
finder’s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other person with respect to the transactions contemplated by
this Agreement.  The Purchasers shall
have no obligation with respect to any fees or with respect to any claims made
by or on behalf of other persons for fees of a type contemplated in this
Section that may be due in connection with the transactions contemplated by
this Agreement.  The Company shall
indemnify and hold harmless the Purchasers, their employees, officers,
directors, agents, and partners, and their respective affiliates, from and
against all claims, losses, damages, costs (including the costs of preparation
and attorney’s fees) and expenses suffered in respect of any such claimed or
existing fees, as such fees and expenses are incurred.


 


(m)       The Company is eligible to
register the resale of the Conversion Shares under Form S-3 as promulgated
under the Securities Act of 1933, as amended. 
Except for the Company’s registration obligations pursuant to the
Registration Rights Agreement, the Company has not granted or agreed to grant
to any person any rights (including “piggy–back” registration rights) to have
any securities of the Company registered with the Securities and Exchange
Commission or any other governmental authority that have not been satisfied in
full.


 


(n)         Reports and Financial
Statements.  The Company has
previously furnished or made available to Purchaser complete and accurate
copies, as amended or supplemented, of its (a) Form 10-Q for the period
ended September, 2002 as filed with the Securities and Exchange Commission
(“SEC”) and (b) all other reports filed by the Company under
Section 13 or subsections (a) or (c) of Section 14 of the
Exchange Act with the SEC since January, 2002 (such reports are collectively
referred to herein as the “Company Reports”). 
The Company Reports constitute all of the documents required to be filed
by the Company under Section 13 or subsections (a) or (c) of
Section 14 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) with the SEC from January, 2002 through the date of this
Agreement.  The Company Reports have
been duly and timely filed, were in compliance in all material respects with
the requirements of the Exchange Act and the rules and regulations thereunder
when filed, and were complete and correct in all material respects as of the
dates at which the information


 


4

















 


therein was furnished.  As of
their respective dates, the Company Reports did not 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.  The audited financial statements and
unaudited interim financial statements of the Company included in the Company
Reports (i) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto when filed, (ii) were prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods covered thereby (except as may be indicated therein or in the notes
thereto, and in the case of quarterly financial statements, as permitted by
Form 10-Q under the Exchange Act), (iii) fairly present the
consolidated financial condition, results of operations and cash flows of the
Company as of the respective dates thereof and for the periods referred to
therein, and (iv) are consistent with the books and records of the
Company.  To the knowledge of the
Company, all reports required to be filed by stockholders, officers and
directors of the Company pursuant to Section 16(a) of the Exchange Act have
been timely filed.


 


(o)         Material Changes.  Since the date of the latest audited
financial statements included within the Company Reports, except as
specifically disclosed in the Company Reports, (i) there has been no event, occurrence
or development that has had or that could result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to GAAP
or required to be disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting or the identity of its
auditors, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock other than as contained in the Certificate of Designations filed in
connection herewith, and (v) the Company has not issued any equity securities
to any officer, director or affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Securities and
Exchange Commission any request for confidential treatment of information.


 


(p)         Sale of Technology
Assets.  The Company shall use its
best efforts with respect to its engagement of Adams Harkness & Hill to
achieve the disposition of its OEM endoscopic and 3D business lines.


 


4.                                       Representations
and Warranties of the Purchasers. 
Each Purchaser hereby represents and warrants to the Company as follows:


 


(a)          Authorization.  The Purchaser has the requisite legal power
and authority to enter into this Agreement and this Agreement, when executed,
shall constitute a valid and legally binding obligation of the Purchaser.


 


(b)         Investment Intent.  This Agreement is made with the Purchaser in
reliance upon the Purchaser’s representation to the Company, which by the
Purchaser’s execution hereof


 


5

















 


the Purchaser confirms, that the Shares have been acquired with the
Purchaser’s own property for investment for an indefinite period for the
Purchaser’s own account, not as a nominee or agent, and not with a view to the
sale or distribution of any part thereof, and that the Purchaser has no present
intention of selling, granting participation in, or otherwise distributing the
same.  By executing this Agreement, the
Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer, or
grant participations, to such person or to any third person, with respect to
any of the Shares acquired pursuant to this Agreement.


 


(c)          Reliance Upon the
Purchaser’s Representations.  The
Purchaser understands (i) that the Shares are not registered under the
Securities Act or qualified under the California Corporate Securities Law of
1968, as amended (the “Law”), and (ii) that the Shares are being issued to the
Purchaser on the ground that the sale provided for in this Agreement and the
issuance of securities hereunder is exempt from registration under the
Securities Act pursuant to Section 4(2) thereof and/or Regulation D promulgated
thereunder and the exemption from qualification provided by Section 25102(f) of
the Law, and (iii) that the Company’s reliance on such exemptions is predicated
on the Purchaser’s representations set forth herein.  The Purchaser realizes that the basis for the exemptions may not
be present if, notwithstanding such representations, the Purchaser has in mind
merely acquiring the Common Stock for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise.  The Purchaser does not have any such
intention.  These exemptions only exempt
the issuance of the Shares to the Purchaser and not any sale or other
disposition of the Shares or any interest therein by the Purchaser.


 


(d)         Restricted Securities.  The Purchaser hereby confirms that the
Purchaser has been informed that the Shares are restricted securities under the
Securities Act and may not be resold or transferred unless the Shares are first
registered under the Federal securities laws or unless an exemption from such
registration is available.  In addition,
the Purchaser understands that any resale or transfer must comply with
applicable state securities laws. 
Accordingly, the Purchaser hereby acknowledges that the Purchaser is
prepared to hold the Shares for an indefinite period, and that the Purchaser is
familiar with the provisions of Rule 144 of the Securities and Exchange
Commission issued under the Securities Act, and is aware that Rule 144 is not
presently available to exempt the sale of the Shares from the registration
requirements of the Securities Act. 
Nothing contained herein shall be deemed a representation or warranty by
such Purchaser to hold Shares or Conversion Shares for any period of time.


 


(e)          Receipt of
Information.  The Purchaser
acknowledges that the Purchaser has received all the information the Purchaser
considers necessary or appropriate for deciding whether to purchase the
Shares.  The Purchaser further
represents that the Purchaser has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the
offering of the Shares and the business, properties, prospects, and financial
condition of the Company and to obtain additional information (to the extent
the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of any information
furnished to the Purchaser or to which the Purchaser had access.


 


6

















 


(f)            Investment
Experience.  In connection with
representations made herein, the Purchaser represents that the Purchaser has
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the Purchaser’s investment, has
the ability to bear the economic risks of the Purchaser’s investment and has
been furnished with and has had access to all of the information the Purchaser
considers necessary or appropriate to evaluate the risks and merits of an
investment in the Shares, and the Purchaser had an opportunity to discuss the
Company’s business, management and financial affairs with the Company’s
management.


 


(g)         Limitations on
Disposition.  The Purchaser agrees
that in no event will the Purchaser make a disposition of any of the Shares,
unless and until (a) the Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a statement of
the circumstances surrounding the proposed disposition, and (b) the Purchaser
shall have furnished the Company with an opinion of counsel satisfactory to the
Company to the effect that (i) such disposition will not require registration
of such Shares under the Securities Act, or (ii) that appropriate action
necessary for compliance with the Securities Act has been taken, or (c) the
Company shall have waived, expressly and in writing, its rights under clauses
(a) and (b) of this subparagraph.  The
opinion shall also indicate that the disposition is exempt from, in compliance
with, or qualified under all applicable state securities laws.  Nothing contained herein shall limit a
disposition of the Shares pursuant to an effective registration statement under
the Securities Act.


 


(h)         Legends.  All certificates representing any shares of
the Company subject to the provisions of this Agreement shall have endorsed
thereon customary legends regarding:


 


(1)          Restrictions on transfer
under the Federal Securities Act of 1933.


 


(2)          Any legend required by
state securities laws.


 


5.                                       Indemnification.


 


(a)          The Company agrees to
indemnify and hold harmless each Purchaser, each person, if any, who controls a
Purchaser, within the meaning of Section 15 of the Act and each officer,
director, employee and agent of the Purchaser and of any such controlling
person against any and all liabilities, claims, damages or expenses whatsoever,
as incurred arising out of or resulting from any breach or alleged breach or
other violation of any representation, warranty, covenant or undertaking by the
Company contained in this Agreement, and the Company will reimburse the
Purchaser for its reasonable legal and other expenses (including the reasonable
cost of any investigation and preparation, and including the reasonable fees
and expenses of counsel) incurred in connection therewith.


 


(b)         Each Purchaser severally
agrees to indemnify and hold harmless the Company, each person, if any, who
controls the Company within the meaning of Section 15 of the Act and each
officer, director, employee and agent of the Company and of any such
controlling person against any and all losses, liabilities, claims, damages or
expenses whatsoever,


 


7

















 


as incurred arising out of or resulting from any breach or alleged
breach or other violation or alleged violation of any representation, warranty,
covenant or undertaking by the Purchaser contained in this Agreement, and the
Purchaser will reimburse the Company for its reasonable legal and other
expenses (including the reasonable cost of any investigation and preparation,
and including the reasonable fees and expenses of counsel) incurred in
connection therewith.


 


6.                                       Closing
Deliveries.


 


(a)          At the Closing, the
Company shall deliver or cause to be delivered to each Purchaser the following:


 


(1)          A certificate in the
name of each Purchaser, representing the Shares purchased by each Purchaser,
dated as of the Closing.


 


(2)          A legal opinion of
Company counsel, in agreed form, addressed to the Purchasers.


 


(3)          A Registration Rights
Agreement duly executed by the Company;


 


(b)         At the Closing, each
Purchaser shall deliver or cause to be delivered to the Company the following:


 


(1)          The subscription amount
for the Shares purchased by such Purchaser;


 


(2)          A Registration Rights
Agreement duly executed by such Purchaser;


 


7.                                       Miscellaneous.


 


(a)          Further Assurances.  Each of the parties hereby agrees to execute
and deliver such other documents and to take such further actions as may
reasonably be requested by the other party in order to consummate the
transactions contemplated herein or to carry out the intent of this Agreement.


 


(b)         Fees and Expenses.  At the Closing, the Company shall reimburse
Purchasers up to $15,000 for their legal fees and due diligence expenses in
connection with the preparation and negotiation of the Transaction Documents.


 


(c)          Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed to the other parties
hereto at the addresses hereinafter shown below such parties’ signatures or at
such other addresses as such parties may designate by advance written notice to
the other parties hereto.


 


(d)         Governing Law.  This Agreement has been negotiated, executed
and delivered in the State of California. 
The parties hereto agree that all questions pertaining to the validity


 


8

















 


and interpretation of this Agreement shall be determined in accordance
with the laws of the State of California.


 


(e)          Successors and
Assigns.  Except as otherwise
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of the successors and assigns of the Company and, subject to the
restrictions on transfer herein set forth, be binding upon the Purchasers, and
their respective successors and assigns.


 


(f)            Amendments and
Waivers.  This Agreement represents
the entire understanding of the parties with respect to the subject matter
hereof and supersedes all previous understandings, written or oral.  This Agreement may only be amended with the
written consent of the Company and Purchasers holding a majority of the Shares
then-outstanding, or the successors or assigns of the foregoing, and no oral
waiver or amendment shall be effective under any circumstances whatsoever.


 


(g)         Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be considered one and the same Agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


 


(h)         Severable Provisions.  The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.


 


(i)             Entire Agreement.  This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants except as specially set forth herein or therein.


 


(j)             Survival of
Warranties.  The warranties,
representations and covenants of the Company and the Purchasers contained in or
made pursuant to this Agreement shall survive the execution and delivery of
this Agreement and the Closing for two years and shall in no way be affected by
any investigation of the subject matter thereof made by or on behalf of the
Purchasers or the Company.


 


[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]


 


9

















 


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


 


	
  COMPANY:

  	
  VISTA MEDICAL
  TECHNOLOGIES, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John R. Lyon

  	
   

  
	
   

  	
  John R. Lyon, President
  and CEO

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2101 Faraday Avenue

  	
   

  
	
   

  	
   

  	
  Carlsbad, CA 92008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASERS:

  	
  VECTRA PARTNERS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: /s/ Scott Pancoast

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:Scott Pancoast

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  P.O. Box 675161

  	
   

  
	
   

  	
   

  	
  Rancho Santa Fe, CA
  92067

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SBIC PARTNERS, L.P.

  
	
   

  	
  201 Main Street

  
	
   

  	
  Suite 2700

  
	
   

  	
  Fort Worth, Texas  76102

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Forrest Binkley & Brown L.P.,

  	 

	
   

  	
   

  	
  General Partner

  	 

	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Forrest Binkley & Brown Venture Co.,

  	 

	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas B. Binkley

  	
   

  
	
   

  	
   

  	
  Nicholas B. Binkley

  
	
   

  	
   

  	
  Office of the President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  265 Santa Helena #110

  
	
   

  	
   

  	
  Solana Beach, CA 92075

  
								



 


[SIGNATURE PAGE TO
PREFERRED STOCK PURCHASE AGREEMENT]


 


10

















 


SCHEDULE
A


 


SCHEDULE
OF INVESTORS


 


 


	
  Name

  	
   

  	
  Number of Shares

  	
   

  	
  Aggregate Purchase Price

  	
   

  
	
  Vectra
  Partners LLC

  	
   

  	
  631,579

  	
   

  	
  $

  	
  600,000

  	
   

  
	
  SBIC
  Partners, L.P.

  	
   

  	
  368,421

  	
   

  	
  $

  	
  350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  1,000,000

  	
   

  	
  $

  	
  950,000

  	
   

  



 


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