SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2012 • University General Health System, Inc. • Services-hospitals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2012, between University General Health System, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT UNIVERSITY GENERAL HEALTH SYSTEM INC.University General Health System, Inc. • May 3rd, 2012 • Services-hospitals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from University General Health System Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CREDIT AND SECURITY AGREEMENT dated as of September 28, 2012 by and among UNIVERSITY GENERAL HOSPITAL, LP, UGHS HOSPITALS, INC., and UNIVERSITY HOSPITAL SYSTEMS, LLP, UGHS SUPPORT SERVICES, INC., UGHS AUTIMIS BILLING, INC., UGHS AUTIMIS CODING, INC.,...Credit and Security Agreement • October 2nd, 2012 • University General Health System, Inc. • Services-hospitals • Maryland
COMMON STOCK PURCHASE WARRANT UNIVERSITY GENERAL HEALTH SYSTEM, INC.University General Health System, Inc. • May 30th, 2013 • Services-hospitals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MIDCAP FINANCIAL, LLC, a Delaware limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from UNIVERSITY GENERAL HEALTH SYSTEM, INC., a Nevada corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE UNIT AGREEMENTExecutive Unit Agreement • May 24th, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas
THIS EXECUTIVE UNIT AGREEMENT (this "Agreement") is made as of February 28, 2011 by and between University General Hospital, LP, a Texas limited partnership (the "Company") and Rusty Shelton ("Executive").
FORM OF J-KAN, INC.Stock Subscription Agreement • May 16th, 2007 • J-Kan, Inc. • Retail-eating places • Arkansas
ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • July 1st, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas
THIS ASSET ACQUISITION AGREEMENT (the "Agreement") is executed as of the 28th day of June, 2011 (the "Effective Date"), by and among TrinityCare Senior Living of Pearland, LLC ("Seller"); TrinityCare Senior Living, LLC, a Texas limited liability company and member-manager of Seller ("TCSL"), Donald W. Sapaugh, Al Densen, UGHS Senior Living of Pearland, LLC, a Texas limited liability company ("Buyer"), and University General Health System, Inc., a Nevada corporation ("Parent").
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2012 • University General Health System, Inc. • Services-hospitals • Texas
This Employment Agreement (this “Agreement”) is effective as of September 1, 2011, between University General Health System, Inc., a Nevada corporation and any of its Affiliates to which this Agreement is hereafter assigned (the “Company”), and Donald W. Sapaugh sole, a resident of Galveston County, Texas (“Employee”). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of March, 2011 by and among SeaBridge Freight Corp., a Nevada corporation (the “Company”), and the undersigned (the “Holder”).
LEASE AGREEMENT 7501 FANNIN HOUSTON, TEXAS BY AND BETWEEN CAMBRIDGE PROPERTIES, a sole proprietorship of Dr. Timothy L. Sharma (“LANDLORD”) AND UNIVERSITY HOSPITAL SYSTEMS, LLP, a Delaware limited liability partnership (“TENANT”)Lease Agreement • May 30th, 2013 • University General Health System, Inc. • Services-hospitals • Texas
This Lease Agreement (this “Lease Agreement”) is made and entered into as of the Effective Date set forth on the signature page between CAMBRIDGE PROPERTIES, a sole proprietorship of Dr. Timothy L. Sharma, hereinafter referred to as “Landlord”, and UNIVERSITY HOSPITAL SYSTEMS, LLP, a Delaware limited liability partnership, hereinafter referred to as “Tenant”.
AGREEMENT OF DEBT EXCHANGEAgreement of Debt Exchange • May 24th, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas
This AGREEMENT OF DEBT EXCHANGE (this "Agreement") is made effective as of February 28, 2011, by and between University General Hospital, LP, a Texas limited partnership ("UGH"), Kelly Riedel, an individual resident of Texas ("Creditor").
LOAN AGREEMENTLoan Agreement • May 30th, 2013 • University General Health System, Inc. • Services-hospitals • Texas
THIS LOAN AGREEMENT, dated as of October 5th, 2006 (this “Agreement”), is between UNIVERSITY HOSPITAL SYSTEMS, LLP, a Delaware limited liability partnership (“Borrower”), and FELIX SPIEGEL, M.D., an individual (“Lender”).
THIRD AMENDMENT TO WARRANTWarrant • December 30th, 2013 • University General Health System, Inc. • Services-hospitals • New York
THIRD AMENDMENT TO WARRANTS, dated December , 2013 (this “Amendment”), by and among University General Health System, Inc., a Nevada corporation (the “Company”), and each party listed on the signature pages hereto (collectively, the “Holders”).
PURCHASE AGREEMENT by and among CORNERSTONE HEALTHCARE GROUP HOLDING, INC., UNIVERSITY GENERAL HEALTH SYSTEM, INC., THE “PURCHASERS” LISTED ON ANNEX A HERETO and THE “SELLERS” LISTED ON ANNEX A HERETO December 12, 2014Purchase Agreement • December 19th, 2014 • University General Health System, Inc. • Services-hospitals • Texas
This PURCHASE AGREEMENT (this “Agreement”) , dated as of December 12, 2014, is made and entered into by and among Cornerstone Healthcare Group Holding, Inc., a Delaware corporation (the “Purchaser Parent”), University General Health System, Inc., a Nevada corporation (the “Seller Parent”), the Persons listed on Annex A hereto under the heading labeled “Purchasers” (each, a “Purchaser” and, collectively, the “Purchasers”), and the Persons listed on Annex A hereto under the heading labeled “Sellers” (each, a “Seller” and, collectively, the “Sellers”). The Purchaser Parent, the Seller Parent, the Purchasers and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
Humana Extends Network Participation to University General HospitalUniversity General Health System, Inc. • May 27th, 2014 • Services-hospitals
Contract Gives Humana Members in Houston Access to University General Hospital's Doctors and Inpatient, Outpatient and Emergency Services
EIGHTEENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 2nd, 2012 • University General Health System, Inc. • Services-hospitals • Texas
THIS EIGHTEENTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of September 15, 2012, is between UNIVERSITY GENERAL HOSPITAL, LP, a Texas limited partnership (“Borrower”), and AMEGY BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
LEASELease • May 16th, 2007 • J-Kan, Inc. • Retail-eating places • Arkansas
THIS LEASE entered into and effective November 13, 2006 between JERRY W. NEEL, SR. and SANDRA C. NEEL, hereinafter called “Lessor”, and J-KAN, INC., hereinafter called “Lessee”, which terms shall include (singular or plural) their heirs, personal representatives. Successors, and assigns where the context so requires, WITNESSETH:
FIRST AMENDMENT TO WARRANTSUniversity General Health System, Inc. • January 4th, 2013 • Services-hospitals • New York
FIRST AMENDMENT TO WARRANTS, dated December , 2012 (this “Amendment”), by and among University General Health System, Inc., a Nevada corporation (the “Company”), and each party listed on the signature pages hereto (collectively, the “Holders”).
SECOND AMENDMENT TO WARRANTSUniversity General Health System, Inc. • January 4th, 2013 • Services-hospitals • New York
SECOND AMENDMENT TO WARRANTS, dated December , 2012 (this “Amendment”), by and among University General Health System, Inc., a Nevada corporation (the “Company”), and each party listed on the signature pages hereto (collectively, the “Holders”).
LOAN AGREEMENT Between UGHS DALLAS HOSPITALS, INC., and UNIVERSITY GENERAL HEALTH SYSTEM, INC., And FIRST NATIONAL BANK December 14, 2012Loan Agreement • December 20th, 2012 • University General Health System, Inc. • Services-hospitals • Texas
THIS LOAN AGREEMENT (the “Loan Agreement”) shall serve to set forth the terms of the financing transaction by and between UGHS Dallas Hospitals, Inc., a Texas corporation (“Borrower”), University General Health System, Inc., a Nevada corporation (“Guarantor”), and First National Bank, a national banking association (“Lender”):
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSCompromise Settlement Agreement and Release of Claims • July 16th, 2012 • University General Health System, Inc. • Services-hospitals • Texas
This Compromise Settlement Agreement and Release of Claims (“Agreement”) is entered into this 29th day of June, 2012, by and between Regions Bank (“Regions Bank”), on the one hand; and University Hospital System, LLP (“UHS”), University General Hospital, LP (“UGH”), and Hassan Chahadeh, Octavio J. Calvillo, Felix Spiegel, and Henry N. Small (collectively, the “Doctors”), on the other hand.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 1st, 2011 • Seabridge Freight Corp. • Services-nursing & personal care facilities • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (“Reorganization Agreement”) is entered into as of March ___, 2011, by and among SeaBridge Freight Corp., a Nevada corporation (“SeaBridge”), SeaBridge Freight, Inc., a Delaware corporation and a wholly owned subsidiary of SeaBridge (“SeaBridge Sub”), UGH Delaware Acquisition LLP, a Delaware limited liability partnership and a wholly owned subsidiary of SeaBridge (“Delaware LLP Merger Sub”), UGH Texas Acquisition LP, a Texas limited partnership and a wholly owned subsidiary of SeaBridge (“Texas LP Merger Sub”), University General Hospital, LP, a Texas limited partnership (the “Texas LP”) and University Hospital Systems, LLP, a Delaware limited liability partnership and the general partner of the Texas LP (the “Delaware LLP”). The Texas LP and Delaware LLP are collectively referred to as the (“UGH Partnerships”). SeaBridge, SeaBridge Sub, Delaware LLP Merger Sub, Texas LP Merger Sub and UGH Partnerships are referred to collectively herein as the
MODIFICATION TO AMENDED, MODIFIED AND RESTATED LEASELease • October 21st, 2013 • University General Health System, Inc. • Services-hospitals
This Modification to the Amended, Modified, and Restated Lease is made and entered into by the undersigned parties as of the 6 day of December, 2011.
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas
This Employment Agreement (this "Agreement") is effective as of January 15, 2011, between University General Hospital, LP, a Texas limited partnership, (the “Company”), University Hospital Systems, LLP, a Delaware limited liability partnership and sole general partner of the Company (the “General Partner”), and Edward T. Laborde, Jr., a resident of Harris County, Texas ("Employee"). In consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:
TERMINATION AND RELEASE OF MANAGEMENT AGREEMENTTermination and Release of Management Agreement • May 24th, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities
THIS TERMINATION AND RELEASE OF MANAGEMENT AGREEMENT ("Termination") is executed as of February 28, 2011, by and among University General Hospital, LP, a Texas limited partnership ("UGH") and Ascension Physician Solutions, LLC, a Texas limited liability company ("APS")(collectively, the "Parties").
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 1st, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas
THIS PURCHASE AND SALE AGREEMENT, made and entered into effective as of the 28th day of June, 2011, by and among Donald W. Sapaugh, Al Denson (each a "Seller" and collectively, the "Sellers"), TrinityCare Senior Living, LLC, a Texas limited liability company ("TrinityCare"), University General Health System, Inc., a Nevada corporation ("UGHS"), and UGHS Senior Living, Inc., a Texas corporation ("UGHS Senior Living").
AMENDED, MODIFIED AND RESTATED LEASEModified and Restated Lease • October 21st, 2013 • University General Health System, Inc. • Services-hospitals • Texas
THIS AMENDED, MODIFIED AND RESTATED LEASE (the “Amended Lease”) is made and entered into this 10th day of March 2005, by and between DALLAS SOUTHWEST OSTEOPATHIC PHYSICIANS, INC., the successor in interest to STEVENS PARK HOSPITAL, INCORPORATED, a Texas non-profit corporation (“Landlord”), and RENAISSANCE HOSPITAL DALLAS, INC., a Texas corporation, with its corporate office at 427 W. 20th Street, Suite 300, Houston, Texas 77008 (“Tenant”).
EARNEST MONEY CONTRACTEarnest Money Contract • December 4th, 2012 • University General Health System, Inc. • Services-hospitals • Texas
