NOVEMBER 16, 2007
BENEFICIARY:
APPLICANT:
SOVEREIGN BANK
3 FRIENDS LANE, 3RD FLOOR
NEWTOWN, PA 18940
ATTENTION: STANDBY LETTER OF CREDIT DEPARTMENT
MEDICAL SOLUTIONS MANAGEMENT INC.
237 CEDAR HILL STREET
MARLBOROUGH, MA 01752
GENTLEMEN/LADIES:
WE HEREBY, BY MEANS OF THIS AMENDMENT NO. 2, AMEND OUR IRREVOCABLE STANDBY
LETTER OF CREDIT NO. 00034 ORIGINALLY ISSUED ON MARCH 16, 2007 (AS AMENDED BY
AMENDMENT NO. 1 THERETO DATED AS OF MAY 15, 2007, THE "LETTER OF CREDIT") AS
FOLLOWS:
(A) BY AMENDING AND RESTATING THE "EXPIRATION DATE" SECTION THEREOF IN ITS
ENTIRETY TO READ AS FOLLOWS:
"EXPIRATION DATE:
MARCH 15, 2008, SUBJECT TO AUTOMATIC ONE-YEAR RENEWAL AS SET FORTH BELOW, BUT IN
ANY EVENT NO LATER THAN MARCH 15, 2009.
THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLY EXTENDED, WITHOUT AMENDMENT,
FOR AN ADDITIONAL PERIOD OF ONE (1) YEAR FROM THE EXPIRATION DATE, UNLESS AT
LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION DATE WE NOTIFY YOU IN WRITING, BY
REGISTERED MAIL, AT YOUR ADDRESS STATED ABOVE OR SUCH OTHER ADDRESS OF WHICH YOU
NOTIFY US IN WRITING BY REGISTERED MAIL FROM TIME TO TIME, OF OUR INTENTION NOT
TO RENEW THIS LETTER OF
CREDIT FOR ANY SUCH ADDITIONAL PERIOD. SUCH NOTICE OF OUR INTENTION TO NOT
RENEW THIS LETTER OF CREDIT SHALL AUTHORIZE YOU TO DRAW UPON THIS LETTER OF
CREDIT WITHOUT THE NEED TO DELIVER THE WRITTEN STATEMENT DESCRIBED BELOW."; AND
(B)
BY DELETING THE PHRASE "THIS LETTER OF CREDIT EXPIRES ON MARCH 15, 2008"
CONSTITUTING THE 2ND PARAGRAPH THEREOF.
THIS AMENDMENT NO. 2 TO THE LETTER OF CREDIT SHALL BE ATTACHED TO THE LETTER OF
CREDIT, AND FORM ONE INSTRUMENT THEREWITH. EXCEPT AS MODIFIED EXACTLY AS SET
FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH, ALL TERMS AND CONDITIONS OF THE
LETTER OF CREDIT SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT.
VERY TRULY YOURS,
CUSTODIAL TRUST COMPANY
BEN J. SZWALBENEST PRESIDENT
Exhibit B
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE
HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE
GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF
SECTION 7 OF THIS WARRANT.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE
SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THAT CERTAIN LOCK-UP AND LEAK-OUT
AGREEMENT, DATED AS OF JUNE 28, 2006, AS MAY BE AMENDED OR MODIFIED FROM TIME TO
TIME, BY AND BETWEEN MEDICAL SOLUTIONS MANAGEMENT INC. AND THE HOLDER.
SERIES CS WARRANT TO PURCHASE SHARES
OF COMMON STOCK
Warrant Number
CS-
Date of Grant
, 200
(the "Grant Date")
Exercise Term
The purchase right represented by this Warrant is exercisable, in whole or in
part, at any time from the Grant Date and from time to time