X0202 3 2007-07-27 0 0001368147 BTHC VII Inc BTVI 0000851909 MILLENNIUM PARTNERS, L.P. C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 1 0 0001273087 MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 0 1 May be deemed as group member. 0001017456 ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 0 1 May be deemed as group member. common stock, par value $0.001 per share ("Common Stock") 4385965 D warrant ("Warrant") 4.10 Common Stock 2192983 D As of the date hereof, Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners"), may be deemed to be the beneficial owner of 4,385,965 shares of common stock, par value $0.001 per share ("Common Stock"). The Common Stock was acquired pursuant to the securities purchase agreement dated July 27, 2007 between the Issuer and the purchasers named therein (including Millennium Partners), ("July 2007 Securities Purchase Agreement"). Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the managing partner of Millennium Partners and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millennium Partners. The warrant to purchase the Issuer's Common Stock ("Warrant") will become exercisable on or after the date that the Issuer's Certificate of Incorporation is amended to increase the number of authorized shares to 100,000,000 (the "Trigger Date") The Warrant is exercisable through and including the five year anniversary of the Trigger Date. While Millennium Partners acquired 2,192,983 Warrants in connection with the July 2007 Securities Purchase Agreement, the number of shares of Common Stock into which the Warrants are exercisable is limited pursuant to the terms of the Warrant to that number of shares which would result in Millennium Partners having aggregate beneficial ownership of not more than 4.99% of the total issued and outstanding shares of Common Stock and thus, the Warrants are not currently exercisable. The Warrants were acquired by Millennium Partners for no additional consideration. MILLENNIUM PARTNERS, L.P., By: Millennium Management, L.L.C. Terry Feeney, Chief Operating Officer 2007-08-02