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Published on 5/25/2006 in the Prospect News PIPE Daily.

New Issue: Nestor completes $28.55 million convertible notes sale

By Sheri Kasprzak

New York, May 25 - Nestor, Inc. wrapped a $28.55 million private placement of senior secured convertible notes with institutional and accredited investors.

The 7% notes mature in 2011 and are convertible into common shares at $3.60 each.

The investors received warrants for 1,982,639 shares, exercisable at $4.35 each through May 25, 2011.

Cowen & Co. was the placement agent.

The proceeds will be used to repurchase $2.35 million in 5% convertible notes for $2.42 million including interest and the repurchase premium. The rest will be used for working capital and general corporate purposes.

Separately, holders of $2.85 million in outstanding 5% convertible notes have agreed to extend the maturity to May 2009 from Oct. 31, 2007.

Nestor is a Providence, R.I.-based software company.

Issuer:Nestor, Inc.
Issue:Senior secured convertible notes
Amount:$28.55 million
Maturity:2011
Coupon:7%
Price:Par
Yield:7%
Conversion price:$3.60
Warrants:For 1,982,639 shares
Warrant expiration:May 25, 2011
Warrant strike price:$4.35
Placement agent:Cowen & Co.
Settlement date:May 25
Stock symbol:Nasdaq: NEST
Stock price:$3.43 at close May 25

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