Encompass Holdings (ECMH)

[pdgood]

Thinkie, thinkie, thinkie.

"68.In November and December 2008, Ribotsky (on behalf ofthe AJW Funds) and the Purchaser (on behalf ofhis entities) entered into nine separate transactions in which the AJW Funds purportedly sold $43.2 million ofconvertible PIPE debentures to the Purchaser's entities. The debentures that Ribotsky purported to sell the Purchaser had a face value of$12.6 million, which represented the AJW Funds' principal investment in the companies that issued the
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debentures. The Purchaser, however, did not pay cash for the debentures; rather, he signed a
series of "promissory notes" agreeing to pay the full purchase price in cash within 3-6 months. The Purchaser also executed a "personal guarantee" promising to personally pay the full purchase price for the debentures in the event his entities could not do so."