Interesting Read- CC Investments and Castle Creek also show up in Patriot 8K

362 F.3d 203

John H. LITZLER, Chapter 7 Trustee for the Bankruptcy Estate of Data Race, Inc., Plaintiff-Appellee,
v.
CC INVESTMENTS, L.D.C., Castle Creek Partners, LLC., Olympus Securities, Ltd., Nelson Partners, and Citadel Limited Partnership, Defendant-Appellants.

Plaintiff claims that, by including the 4.99% conversion cap, the three Defendants (two of whom were controlled by Defendant Citadel) and CVI deliberately tried to evade the ten percent reporting threshold of Section 16(a). Notwithstanding these efforts, Plaintiff alleges that Defendants and CVI constituted a "group" as defined by Section 13(d)(e) of the Exchange Act, 15 U.S.C. § 78m(d)(3), and that their collective beneficial interest in Data Race common stock was 19.96%

3

According to Rule 16a-1(a)(1), for purposes of Section 16 "the term `beneficial owner' shall mean any person who is deemed a beneficial owner pursuant to section 13(d) [of the Exchange Act]." 17 C.F.R. § 240.16a-1. Section 13(d)(3) states that "two or more persons act[ing] as a ... group for the purpose of acquiring, holding, or disposing of securities of an issuer ... shall be deemed a `person.'" 15 U.S.C. § 78m(d)(3)

4

Legislation passed in 2002 now requires that all parties covered by Section 16 must electronically disclose any changes in their equity ownership interests "before the end of the second business day following the day on which the subject transaction has been executed." 15 U.S.C. §§ 78p(a)(2)(C), 78p(a)(4)(A);see also Sarbanes-Oxley Act of 2002, H.R. 3763, 107th Cong. § 403 (2002).

http://openjurist.org/362/f3d/203/litzler-v-cc-investments-ldc-llc

Date: June 2, 1997

PATRIOT SCIENTIFIC CORPORATION

STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, CC Investments, LDC or its

registered assigns or transferees is entitled to purchase from Patriot

Scientific Corporation, a Delaware corporation

(the "Company"), at any time or

from time to time during the period specified in Section 2 hereof, Three Hundred

Seventy Thousand (370,000) fully paid and nonassessable shares of the Company's

common stock, par value $.00001 per share (the "Common Stock"), at an exercise

price of 1.69125 per share (the "Exercise Price") (equal to 125% of the average

of the Closing Bid Prices (as herein defined) of the Common Stock for the ten

(10) consecutive trading days ending on the trading day immediately preceding

the First Closing (as defined in that certain Securities Purchase Agreement (the

"Securities Purchase Agreement") dated as of June 2, 1997 among the Company, CC

Investments, LDC and The Matthew Fund, N.V.). The number of shares of Common

Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price are

subject to adjustment as provided in Section 4 hereof. The term "Warrants" means

this Warrant and the other warrants, if any, of the Company issued pursuant to

the terms of the Securities Purchase Agreement.

EXHIBIT NO. 4.6

Registration Rights Agreement

If to the Company:

Patriot Scientific Corporation

10989 Via Frontera

San Diego, California 92127

Telecopy:(619) 674-5005

Attention:Lowell W. Giffhorn

with a copy to:

Luce, Forward, Hamilton & Scripps LLP

600 West Broadway, Suite 2600

San Diego, California92101

Telecopy:(619) 232-8311

Attention:Otto E. Sorensen

62

18

and with a copy to:

Robert Putnam

13112 Evening Creek Drive South

San Diego, California 92128

Telecopy:(619) 679-0545

If to CC Investments, LDC:

CC Investments, LDC

Corporate Centre, West Bay Road

P.O. Box 31106 SMB

Grand Cayman, Cayman Islands

with a copy to:

Castle Creek Partners, LLC

440 South LaSalle Street

Suite 700

Chicago, Illinois 60605

Telecopy: (312) 362-4500

Attention: John D. Ziegelman

63

19

and with a copy to:

Altheimer & Gray

10 South Wacker Drive

Chicago, Illinois 60606

Telecopy: (312) 715-4800

Attention: Kenneth M. Crane

If to The Matthew Fund, N.V.:

ABN-AMRO Trust Co. (Cayman Ltd.)

Picadilly Centre

4th Floor

Grand Cayman, B.W.I.

Attention: Joseph Keane

and with a copy to:

Swartz Investments, LLC

200 Roswell Summit

Suite 285

1080 Holcomb Bridge Road

Roswell, Georgia 30076

Attention: Frank Mauro