Exhibit
10.1
AMENDED AND
RESTATED
SUMMARY OF PROPOSED TERMS
for a
REVERSE MERGER ACQUISITION
of
HEALTHCARE PROVIDERS DIRECT
INC.
and the Issuance of the
BRIDGE LOAN
The following
BINDING term sheet (the “Term Sheet”) summarizes
the principal terms with respect to a stock merger of and the
issuance of a Bridge Loan to Healthcare Providers Direct Inc. In
addition, Healthcare Providers Direct Inc. will have the right to
issue additional shares of Common Stock to Investa Capital Partners
Inc. in one or more tranches. These agreements will be subject to
such terms and conditions as are customary in a transaction of this
type.
Issuer/Borrower:
Subject to the conditions precedent
set forth herein, Healthcare Providers Direct Inc., or its
successor (the “Company” or "HPD"), shall effect a
reverse merger with
Alpha Motorsport, Inc. (“MergerCo”).
MergerCo shall be listed on the US OTC Bulletin Board, domiciled in
the United States, and current on its SEC filings. At closing,
MergerCo shall
cease its existing operations upon which its
balance sheet shall be free of all material liabilities.
Closing:
As soon as practicable, HPD and
MergerCo will complete the reverse merger (the "Closing"), subject
to the conditions to closing set forth below.
Share
Issuance: The pre-merger shareholders of MergerCo at
Closing shall own 23.7% - 44.9% of the fully diluted shares
outstanding post-merger which ownership will be issued
shall
be based on HPD’s cash balance at Closing.
At the Closing, HPD shall be required to have raised in its
offering of its shares of Series B Preferred Stock (the
“Series B Offering”) from
the date hereof, a maximum of no more than
$1,400,000. (In the event that the HPD raises less than $1,400,000
in its Series B Offering, the share percentage shall be
calculated
proportionally as set forth below). It is
presently contemplated that MergerCo will cancel the restricted
shares outstanding and issue or reserve for issuance at the
Closing, to existing
shareholders of HPD in an amount equal to 55.1%
- 76.3% of the outstanding shares MergerCo, after giving effect to
the Closing.
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Additional Series B
|
Investments
|
|
MergerCo%
|
|
|
|
|
|
|
|
-
|
|
44.9%
|
|
|
100,000
|
|
43.5%
|
|
|
200,000
|
|
42.0%
|
|
|
300,000
|
|
40.5%
|
|
|
400,000
|
|
39.1%
|
|
|
500,000
|
|
37.6%
|
|
|
600,000
|
|
36.2%
|
|
|
700,000
|
|
34.7%
|
|
|
800,000
|
|
33.2%
|
|
|
900,000
|
|
31.6%
|
|
|
1,000,000
|
|
30.0%
|
|
|
1,100,000
|
|
28.5%
|
|
|
1,200,000
|
|
26.9%
|
|
|
1,300,000
|
|
25.3%
|
|
Maximum
|
1,400,000
|
|
23.7%
|
MergerCo Liquidity:
MergerCo shall have $500,000 in cash
at Closing except that the balance outstanding under the Bridge
Loan may be included in the determination of MergerCo liquidity, at
the sole discretion of MergerCo. MergerCo shall sell all of the
outstanding stock of its British Columbia operating subsidiary,
Alpha Motorsport Inc., which proceeds shall also be included in the
determination of MergerCo liquidity. Existing MergerCo shareholders
shall invest the capital necessary to meet the cash requirement in
a Private Placement (the “Private Placement”). Any
shares issued pursuant to this Private Placement shall be
registered pursuant to the Registration Rights caption below. The
Private Placement shall be conducted in accordance with the
applicable securities laws, to the satisfaction of HPD and its
counsel.
Bridge
Loan: The Bridge Loan to the Company shall be in an
amount of $100,000 for general corporate purposes, subject to
approval by the MergerCo, which approval will not be
unreasonably withheld, substantially as
described in the "sources and uses" provided to the Investor. The
bridge loan shall bear interest at 10% and shall be secured by a
first lien on
all of the assets of the Company. The Bridge
Loan shall mature and be repaid upon the sooner of (i) Closing or
(ii) January 20, 2007.
Investa
Warrants: At
closing, HPD shall issue warrants to Investa Capital Partners Inc.
or its assignees (“Investa”) such that (a) Investa may
purchase up to an additional $1.0 million of common stock of
MergerCo or (b) MergerCo may require Investa to purchase up to an
additional $1.0 million of common stock of MergerCo. The warrants
shall be exercisable at the Exercise Price by Investa in whole or
in part for a period of 365 days after closing. The Exercise Price
shall be calculated such that the pre-money equity value
(Enterprise value less Total Debt) shall equal $7.5 million for the
first $500,000 of warrants exercised (“Strike A”) and
$10.0 million for the second $500,000 of warr
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