0001144204-09-012520.txt : 20090306 0001144204-09-012520.hdr.sgml : 20090306 20090306125339 ACCESSION NUMBER: 0001144204-09-012520 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090306 DATE AS OF CHANGE: 20090306 GROUP MEMBERS: FROST GAMMA INVESTMENTS TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Modigene Inc. CENTRAL INDEX KEY: 0001268659 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82936 FILM NUMBER: 09661657 BUSINESS ADDRESS: STREET 1: 3 SAPIR STREET WEIZMANN SCIENCE PARK STREET 2: P.O. BOX 4101 CITY: NES ZIONA STATE: L3 ZIP: 74140 BUSINESS PHONE: (866) 644-7811 MAIL ADDRESS: STREET 1: 3 SAPIR STREET WEIZMANN SCIENCE PARK STREET 2: P.O. BOX 4101 CITY: NES ZIONA STATE: L3 ZIP: 74140 FORMER COMPANY: FORMER CONFORMED NAME: LDG INC DATE OF NAME CHANGE: 20031030 SC 13D/A 1 v141954_sc13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Modigene Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

607826104

(CUSIP Number)

Shai Novik

3 Sapir Street

Weizmann Science Park

Nes-Ziona, Israel 74140

(866) 644-7811

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 3, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 607826104

	1.	Names of Reporting Persons. Phillip Frost, M.D.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 7,434,332 (1)

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 7,434,332 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 7,434,332 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 20.40%

	14.	Type of Reporting Person (See Instructions) IN

(1) Consists of (i) 6,535,666 shares of Common Stock, (ii) vested and exercisable warrants to purchase 266,666 shares of Common Stock and (iii) 632,000 shares of Series A Preferred Stock that are convertible on a one-for-one basis into newly issued shares of Common Stock (the conversion ratio of the Series A Preferred Stock is subject to adjustment as described in Item 4). All securities reported are held by Frost Gamma Investments Trust, of which Phillip Frost, M.D. is the trustee and Frost Gamma, L.P. is the sole and exclusive beneficiary. Phillip Frost, M.D. is one of two limited partners of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Phillip Frost, M.D. is also the sole shareholder of Frost-Nevada Corporation.

CUSIP No. 607826104

	1.	Names of Reporting Persons. Frost Gamma Investments Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Florida

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 7,434,332 (1)

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 7,434,332 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 7,434,332 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 20.40%

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer

	This Amendment No. 5 to Schedule 13D amends the Schedule 13D filed on June 21, 2007, and amended on April 17, 2008, August 22, 2008, November 12, 2008 and February 10, 2009, by Phillip Frost, M.D. and Frost Gamma Investments Trust (the “Gamma Trust”) (collectively, the “Reporting Persons”), with respect to common stock, $.00001 par value (the “Common Stock”) of Modigene Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 3 Sapir Street, Weizmann Science Park, Nes-Ziona, Israel 74140. Information regarding each of the Reporting Persons is set forth below.

Item 2.	Identity and Background
	Dr. Frost’s principal occupation is Chairman and Chief Executive Officer of Opko Health, Inc., a Delaware corporation, focused on the commercialization and development of proprietary pharmaceuticals, therapeutic devices, drug delivery technology, diagnostic systems and instruments for the treatment and prevention of ophthalmic disease. Dr. Frost’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137. The Gamma Trust is a trust organized under the laws of the State of Florida. The Gamma Trust’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137. To the best knowledge of each of the Reporting Persons, neither such Reporting Person has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors), or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was subject to a judgment, decree or final order enjoining future violations of, or prohibiting activity subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. Dr. Frost is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration

	The source of funds for the acquisition of securities of the Issuer was from the working capital of the Gamma Trust.

Item 4.	Purpose of Transaction

	The Reporting Persons acquired the securities of the Issuer for investment purposes only. On March 3, 2009, the Gamma Trust entered into a Securities Purchase Agreement with Centrum Bank AG, pursuant to which, on March 3, 2009, the Gamma Trust purchased 1,000,000 shares of Common Stock from Centrum Bank AG at a price per share of $0.40, for aggregate consideration of $400,000. On March 25, 2008, the Gamma Trust and other investors entered into a Securities Purchase Agreement (the “March 2008 Securities Purchase Agreement”) with the Issuer, pursuant to which the Gamma Trust purchased 632,000 shares of Series A preferred stock, par value $0.00001 per share (the “Series A Preferred Stock”) of the Issuer for aggregate consideration of $1,580,000. A total of 800,000 shares of Series A Preferred Stock were sold by the Issuer pursuant to the March 2008 Securities Purchase Agreement The Series A Preferred Stock is convertible, at the option of each holder, beginning on March 1, 2009 and ending at 5:00 p.m., Eastern time, on March 25, 2012, without the payment of any additional consideration, into Common Stock of the issuer at the applicable conversion price discussed below. If any holder of shares of Series A Preferred Stock has not exercised the conversion right on or before March 12, 2012, then at that time all outstanding shares of Series A Preferred Stock will automatically convert, without the payment of any additional consideration, into Common Stock at the applicable conversion price discussed below. Generally, each share of Series A Preferred Stock will be convertible into Common Stock based upon a conversion ratio equal to (x) the $2.50, divided by (y) the conversion price in effect at the time of conversion, which will initially be $2.50. Accordingly, the initial conversion ratio will be one share of Common Stock for one share of Series A Preferred Stock.

The conversion price will change in the event that a Market Capitalization Contingency occurs. A “Market Capitalization Contingency” is defined as the aggregate market value of the Common Stock, during any forty-five (45) trading days within any consecutive ninety (90) day period, equaling or exceeding one hundred fifty million dollars ($150,000,000.00). The aggregate market value of the Common Stock is determined for these purposes by multiplying (a) the number of shares of Common Stock outstanding (on a fully-diluted basis, as follows: taking into account the shares of Common Stock issuable upon the exercise of all outstanding warrants and other convertible securities or instruments issued by the Issuer, but excluding all shares of capital stock issued, issuable or reserved for issuance pursuant to or under the Issuer’s 2005 Stock Incentive Plan and the Issuer’s 2007 Equity Incentive Plan and excluding the shares of Common Stock issuable upon conversion of the Series A Preferred Stock), by (b) the closing sale price of a share of Common Stock, as reported on the over-the-counter bulletin board, or, if the Common Stock has been admitted to trading on a nationally recognized stock exchange or market quotation system (including, without limitation, the American Stock Exchange), as reported on such exchange or market quotation system. Upon a Market Capitalization Contingency, the initial conversion ratio will be five shares of Common Stock for one share of Series A Preferred Stock. The conversion ratio is subject to adjustment for subdivisions, combinations, consolidations and similar corporate events. The rights and preferences of the Series A Preferred Stock is described in full in the Issuer’s Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

On March 25, 2008, simultaneously with the closing of the issuance of the Series A Preferred Stock described above, the Issuer entered into a Credit Agreement and a Note and Security Agreement with The Frost Group, LLC, a Florida limited liability company (“TFG”). The Gamma Trust is a member of TFG.

Under this line of credit, TFG may lend up to $10,000,000 to the Issuer, in such amounts as may be requested in the Issuer’s discretion from time to time. The maturity date for the line of credit is March 25, 2009, unless (i) the Issuer has borrowed any funds under the line of credit prior to March 25, 2009, or (ii) the Issuer elects to extend the line of credit. In either of such events the maturity date will be extended until March 25, 2013. Interest on outstanding borrowings under the line of credit will accrue at a 10% annual rate. In the event that the Issuer draws on the line of credit, or the Issuer extends the maturity date until March 25, 2013, the Issuer will issue to TFG warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.99 per share. These warrants, if issued, will expire five years from the date of issuance. Under the line of credit, the Issuer granted to TFG a security interest in substantially all of the assets of the Issuer other than the Issuer’s intellectual property.

Except as set forth above in this Item 4, none of the Reporting Persons has any present plans or proposals which relate or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.	Interest in Securities of the Issuer

	The Gamma Trust directly owns (i) 6,535,666 shares of Common Stock, (ii) currently exercisable warrants that are exercisable for 266,666 newly issued shares of Common Stock and (iii) 632,000 shares of Series A Preferred Stock that are convertible on a one-for-one basis into newly issued shares of Common Stock (the conversion ratio of the Series A Preferred Stock is subject to adjustment as described in Item 4). The Gamma Trust is deemed to be the beneficial owner of 20.40% of the Issuer’s Common Stock. The percentage of beneficial ownership is calculated based upon (i) 35,549,028 shares of Common Stock outstanding as of November 13, 2008, (ii) 266,666 newly issued shares of Common Stock that would be issued upon the exercise of the warrants and (iii) 632,000 newly issued shares of Common Stock that would be issued upon the conversion of the Series A Preferred Stock owned by the Reporting Persons. The securities discussed above are directly owned by the Gamma Trust. As the sole trustee of the Gamma Trust, Dr. Frost may be deemed the beneficial owner of all shares owned by the Gamma Trust by virtue of his power to vote or direct the vote of such shares or to dispose or direct the disposition of such shares owned by such trust. Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons will be deemed to be the beneficial owner of the shares held by the other Reporting Person or shares that may be obtained by the other Reporting Person upon the exercise of warrants or the conversion of Series A Preferred Stock within the next 60 days. Except as described herein, neither of the Reporting Persons has engaged in any transaction involving any of the securities of the Issuer since the filing of Amendment No. 4 to this Schedule 13D on February 10, 2009.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	Except as described in Item 4 above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.	Material to Be Filed as Exhibits

	1.	Credit Agreement dated as of March 25, 2008, by and between Modigene Inc. and The Frost Group, LLC (previously filed as Exhibit 1 to Amendment No. 2 to Schedule 13D filed by the Reporting Persons on August 22, 2008).

	2.	Note and Security Agreement dated as of March 25, 2008, by and between Modigene Inc. and The Frost Group, LLC (previously filed as Exhibit 2 to Amendment No. 2 to Schedule 13D filed by the Reporting Persons on August 22, 2008).

	3.	Securities Purchase Agreement dated as of March 3, 2009, by and between Frost Gamma Investments Trust and Centrum Bank AG.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: March 5, 2009	/s/ Phillip Frost, M.D.
	Phillip Frost, M.D.


Dated: March 5, 2009	FROST GAMMA INVESTMENTS TRUST


	By:	/s/ Phillip Frost, M.D., Trustee
		Phillip Frost, M.D. Trustee

EX-99.3 2 v141954_ex99-3.htm

SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of March 03rd, 2009, among CENTRUM BANK AG, LI-9490 Vaduz / Liechtenstein (the "Seller") and Frost Gamma Investments Trust (the "Purchaser").

RECITALS

WHEREAS, the Seller currently owns 1,000,000 of the issued and outstanding shares of the Common Stock (the “Purchased Securities”), $0.00001 par value, of Modigene Inc., a Nevada corporation (the "Corporation"); and

WHEREAS, the Seller desires to sell to the Purchaser and the Purchaser desires to purchase from the Seller, the Purchased Securities for a purchase price of $0.40 per share of Purchased Security (the "Purchase Price").

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Purchase and Sale of the Purchased Securities.

Subject to the terms and conditions hereof, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, all of the Seller’s right, title and interest in, to and under, the Purchased Securities.

Section 2. Closing.

The closing of the sale of the Purchased Securities (the "Closing") shall take place on March , 2009, or as soon thereafter as is practicable.

Section 3. Deliveries.

A. Seller Deliverables. At the Closing, upon delivery of the Purchase Price, the Seller shall deliver to the Purchaser

(a)

an executed counterpart of this Agreement; and

(b)

copies of the letter of transmittal and direction letter to the Corporation providing for delivery of the Purchased Securities to the Purchaser.

B. Purchaser Deliverables. At the Closing, the Purchaser shall deliver to the Seller:

(i)

an executed counterpart of this Agreement; and

(ii)

the applicable Purchase Price by wire transfer of immediately available funds.

Section 4. Representations, Warranties and Acknowledgements of the Seller.

The Seller hereby represents and warrants to the Purchaser, as follows:.

A. Due Authorization; Due Execution; No Conflicts. This Agreement has been duly executed and delivered by the Seller and is the valid and binding obligation of the Seller, enforceable in accordance with its terms. The execution, delivery and performance by the Seller of this Agreement does not (a) violate any provision of law, statute, rule or regulation applicable to the Seller or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Seller or (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time or both) a default under any agreement, contract or instrument to which the Seller is a party.

B. Title to the Securities. The Seller good and valid title to the Purchased Securities, free and clear of all liens, claims, encumbrances and similar restrictions. The Seller has the absolute legal right, power and authority to sell to the Purchaser the Purchased Securities, and upon transfer to the Seller of the Purchase Price, the Seller will pass to the Purchaser good and valid title to the Purchased Securities, free and clear of all liens, claims, encumbrances and similar restrictions.

C. Brokers and Finders. No Person acting on behalf or under the authority of the Seller is or will be entitled to any broker’s, finder’s, or similar fee or commission in connection with the transactions contemplated hereby.

D. Acknowledgements. The Seller acknowledges and agrees as follows:

(i)

The Purchaser and its affiliates, and other related parties, may now possess and may hereafter possess certain information, including material and/or non-public information ("Information"), concerning the Corporation and its affiliates and/or the Corporation’s securities that may or may not be independently known to the Seller.

(ii)

The Seller has entered into this Agreement and agrees to consummate the purchase and sale of the Purchased Securities pursuant hereto notwithstanding that it is aware that Information may exist and that it may not have been disclosed by the Purchaser to it, and confirms and acknowledges that neither the existence of any Information, nor the substance of it, nor the fact that it may not have been disclosed by the Purchaser to it, is material to it or its determination to enter into this Agreement and to consummate the purchase and sale of the Purchased Securities pursuant hereto. The Seller shall not sue, commence litigation or make any claim arising out of or related to the omission of the Purchaser to disclose any Information to the Seller.

(iii)

The Purchaser has not made and does not make any representation or warranty, whether express or implied, including without limitation with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Corporation or with respect to the value of any of the Purchased Securities, of any kind or character and the Purchaser does not have any obligations to the Seller, whether express or implied, including without limitation, fiduciary obligations, except as expressly set forth in this Agreement.

Section 5. Representations, Warranties and Acknowledgements of the Purchaser.

The Purchaser represents to the Seller as follows:

A. Investment Representations.

(i)

The Purchaser is acquiring the Purchased Securities for its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same.

(ii)

The Purchaser understands that the Purchased Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.

(iii)

The Purchaser understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts.

(iv)

The Purchaser has had a reasonable time prior to the date hereof to ask questions and receive answers concerning the terms and conditions of the sale and purchase of the Purchased Securities, and to obtain any additional information which the Seller possesses or could acquire without unreasonable effort or expense, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities as to enable the Purchaser to understand and evaluate the risks of such investment and form an investment decision with respect thereto.

(v)

The Purchaser is an "accredited investor," as such term is defined in Rule 501 (the provisions of which are known to the Purchaser) promulgated under the Securities Act.

(vi)

The Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement and this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

B. Brokers and Finders. No Person acting on behalf or under the authority of the Purchaser is or will be entitled to any broker’s, finder’s, or similar fee or commission in connection with the transactions contemplated hereby.

C. Acknowledgements. The Purchaser acknowledges and agrees as follows:

(i)

The Seller and its affiliates, and other related parties, may now possess and may hereafter possess Information concerning the Corporation and its affiliates and/or the Corporation’s securities that may or may not be independently known to the Purchaser.

(ii)

The Purchaser has entered into this Agreement and agrees to consummate the purchase and sale of the Purchased Securities pursuant hereto notwithstanding that it is aware that Information may exist and that it may not have been disclosed by the Seller to it, and confirms and acknowledges that neither the existence of any Information, nor the substance of it, nor that the fact that it may not have been disclosed by the Seller to it, is material to it or its determination to enter into this Agreement and to consummate the purchase and sale of the Purchased Securities pursuant hereto. The Purchaser shall not sue, commence litigation or make any claim arising out of or related to the omission of Seller to disclose any Information to the Purchaser.

(iii)

The Purchaser has appropriate sophistication with respect to the Purchased Securities to undertake their purchase as contemplated herein and has independently and without reliance on the Seller or its affiliates and based on such information as the Purchaser had deemed appropriate in its independent judgment made its own analysis and decision to enter into this Agreement.

(iv)

The Seller has not made and does not make any representation or warranty, whether express or implied, including without limitation with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Corporation or with respect to the value of any of the Purchased Securities, of any kind or character except as expressly set forth in this Agreement and the Seller has no obligations to the Purchaser, whether express or implied, including without limitation, fiduciary obligations, except as expressly set forth in this Agreement.

Section 6. Successors and Assigns.

This Agreement shall bind and inure to the benefit of the parties and their respective successors, assigns, administrative agents, heirs and estate, as the case may be. No party may assign its rights and obligations under this Agreement to any third party without the prior consent of the other parties hereto.

Section 7. Entire Agreement.

This Agreement and the other writings and agreements referred to herein or delivered pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements or understandings between such parties with respect thereto. This Agreement shall become effective and be in full force and effect, immediately upon execution and delivery of this Agreement by all parties hereto.

Section 8. Amendments.

The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, except pursuant to the written consent of the parties hereto.

Section 9. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute one instrument.

Section 10. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be executed as of the date first written above.


	SELLER:

	Vaduz, 03.03.2009

	CENTRUM BANK AG

	/s/ B. Huwyler
	B. Huwyler




	PURCHASER:



	Frost Gamma Investments Trust


	/s/ Phillip Frost, M.D.
	Name:	Phillip Frost, M.D.
	Title:	Trustee