EXHIBIT 10.45 AMENDMENT NO. 5 AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2002 • WRP Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
BETWEENLoan and Security Agreement • September 17th, 2004 • AHPC Holdings, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Michigan
1 EXHIBIT 10.44 LOAN AND SECURITY AGREEMENT DATED AS OF DECEMBER 1, 1998Loan and Security Agreement • March 31st, 1999 • WRP Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
500 Park Boulevard, Suite 1260, Itasca, IL 60143-2639 * Tel: (630)285-9191 * Fax: (630)285-9289 ------------------------------------------------------------------------------- MBf USA, INC. AMERICAN HEALTH PRODUCTS CORPORATION...Exhibit 99 • November 19th, 1997 • MBF Usa Inc • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT-7(d) OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT MBf USA, INC. WEMBLEY RUBBER PRODUCTS (M) SDN. BHD. This Offshore Securities Subscription Agreement (the "Agreement") is dated as of May 20, 1997 and is executed in reliance upon the transaction...Registration Rights Agreement • April 10th, 1998 • MBF Usa Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
AHPC LOGO]Registration Rights Agreement • March 25th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Maryland
EX-10.45 AMENDMENTS TO EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of June, 1995 between MBf USA, a Delaware corporation, having an office at 500 Park Boulevard, Itasca, IL 60143 (the "Corporation") and EDWARD J. MARTEKA residing at 1550...Employment Agreement • November 12th, 1998 • WRP Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
WARRANT TO PURCHASE COMMON STOCKAHPC Holdings, Inc. • June 26th, 2006 • Wholesale-miscellaneous nondurable goods • California
THIS WARRANT CERTIFIES THAT for value received, _________________ or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from AHPC Holdings, Inc., a Maryland corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of June 20, 2006, by and among the Company, Holder and the other parties therein named (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
AHPC HOLDINGS, INC. CLASS A WARRANT TO PURCHASE COMMON STOCK September 21, 2005AHPC Holdings, Inc. • October 7th, 2005 • Wholesale-miscellaneous nondurable goods • Illinois
THIS CERTIFIES THAT, for value received, __________________ with a principal residence or business at _____________________________________ (the “Holder”) is entitled to purchase from AHPC Holdings, Inc., a Maryland corporation (the “Company”), at any time or from time to time after the date hereof and ending at 5:00 p.m. Chicago, Illinois time on the fifth (5th) calendar anniversary of the date hereof, __________ shares (the “Shares”) of common stock of the Company (the “Common Stock”). Each Share subject to this Warrant may be purchased for a price per share equal to $3.50 (the “Warrant Price”).
1 CALL AND PUT OPTION AGREEMENT THIS AGREEMENT is made the 31st day of March 1998; Between 1. MBf INTERNATIONAL LIMITED, a company incorporated in Hong Kong with its registered office at 17th Floor, One Pacific Place, 88 Queensway, Hong Kong, (Fax No:...Call and Put Option Agreement • May 5th, 1998 • MBF Usa Inc • Wholesale-drugs, proprietaries & druggists' sundries
[MBf USA, INC. LETTERHEAD] ------------------------------------------------------------------------------- Exhibit - 7(a) FOR IMMEDIATE RELEASE --------------------- MBf USA RECEIVES $6.75 MILLION CAPITAL INFUSION...MBF Usa Inc • April 10th, 1998 • Wholesale-drugs, proprietaries & druggists' sundries
EX-10.44 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of April, 1994, between AMERICAN HEALTH PRODUCTS CORPORATION, a Texas corporation having an office at 90 East Rawls Road, Des Plains, IL 60018 (the "Corporation"), and EDWARD J. MARTEKA,...Employment Agreement • November 12th, 1998 • WRP Corp • Wholesale-drugs, proprietaries & druggists' sundries
Attn: Todd BombergAHPC Holdings, Inc. • September 20th, 2006 • Wholesale-miscellaneous nondurable goods
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 20th, 2006 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Third Amendment") is entered into as of July , 2006 by and among GREENFIELD COMMERCIAL CREDIT, L.L.C., a Michigan limited liability company ("Lender"), AHPC HOLDINGS, INC., a Maryland corporation, and AMERICAN HEALTH PRODUCTS CORPORATION, a Texas corporation (collectively "Borrower").
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 14th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Second Amendment") is entered into as of September 9, 2005 by and among GREENFIELD COMMERCIAL CREDIT, L.L.C., a Michigan limited liability company ("Lender"), AHPC HOLDINGS, INC., a Maryland corporation, and AMERICAN HEALTH PRODUCTS CORPORATION, a Texas corporation (collectively "Borrower").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Maryland
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the 21st day of September, 2005, by and between AHPC HOLDINGS, INC., a Maryland corporation (the "Company"), and each of the investors listed on Schedule A hereto (collectively, the "Investors" and each an "Investor"), each of whom is a holder of warrants to purchase the Company's common stock, whether Class A, Class B or Placement Agent Warrants (collectively, the "Warrants").
September 5, 2006AHPC Holdings, Inc. • September 11th, 2006 • Wholesale-miscellaneous nondurable goods
Reference is hereby made to that certain Subscription Agreement dated June 20, 2006 (the "Subscription Agreement") by and among AHPC Holdings, Inc. (the "Company"), M.A.G. Capital, LLC ("MAG"), Monarch Pointe Fund, Ltd. ("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III"; and together with MMF, Monarch and MAG, the "Purchasers"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Subscription Agreement.
PROMISSORY NOTEAHPC Holdings, Inc. • October 7th, 2005 • Wholesale-miscellaneous nondurable goods • Illinois
FOR VALUE RECEIVED, AHPC Holdings Inc., a Maryland corporation ("Borrower") hereby promises to pay to the order of ________________________ ("Lender"), at Lender's principal office or residence at ___________________________________or at such other place or places as Lender may from time to time designate in writing, the principal sum of _________________ Dollars ($__________) or so much thereof as may from time to time be advanced hereunder, with interest on the principal balance outstanding from time to time, all as hereinafter set forth.
1 Ex - 10.46 AMENDMENTS TO EMPLOYMENT AGREEMENT made as of the 22nd day of July, 1996, between MBf USA, a Maryland corporation, having an office at 500 Park Boulevard, Itasca, IL 60143 (the "Corporation") and EDWARD J. MARTEKA, an employee of the...Agreement • November 12th, 1998 • WRP Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
EXHIBIT 10.46 EMPLOYMENT CONFIDENTIALITY / NON-COMPETE AGREEMENTNon-Compete Agreement • October 18th, 2002 • WRP Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2006 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • California
This Registration Rights Agreement (this "Agreement") is dated as of June 20, 2006, between Monarch Pointe Fund, Ltd. ("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III") and M.A.G. Capital, LLC ("MAG" and, together with Monarch, MMF and MMF III, referred to individually as a "Holder" and collectively as the "Holders"), and AHPC Holdings, Inc., a Maryland corporation (the "Company").
SECURITY AGREEMENTSecurity Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Illinois
THIS SECURITY AGREEMENT (this "Agreement") is dated for reference purposes only as of September 21, 2005 by and between AHPC Holdings, Inc., a Maryland corporation and American Health Products Corporation, a Texas corporation (collectively, "Borrower") with its principal office located at 80 Internationale Blvd., Unit A, Glendale Heights, Illinois 60139, as debtor, and each of the parties appearing on Schedule A to this Agreement (collectively the "Lender"), as Lenders. Each Lender hereby names and appoints William Thimes, an individual affiliated with the Placement Agent in the Offering (as such terms are defined in the Borrower's Confidential Subscription Document dated September 7, 2005) as its collateral agent for each Lender ("Collateral Agent") for the purpose of filing all financing statements, mortgages, collateral assignments, claims and otherwise enforcing all rights and remedies of the Lenders under any of the Loan Documents as a collective group. The Collateral Agent shall
AHPC Holdings, Inc. Shares of Series B Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTAHPC Holdings, Inc. • June 26th, 2006 • Wholesale-miscellaneous nondurable goods • California
AHPC Holdings, Inc., a Maryland corporation (the "Company"), hereby confirms its agreement with Monarch Pointe Fund, Ltd. ("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III" and, together with Monarch and MMF, the "Purchasers") and M.A.G. Capital, LLC ("MAG"), as set forth below.
SUBORDINATION AGREEMENTSubordination Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Michigan
THIS SUBORDINATION AGREEMENT ("Agreement") is made as of the 21st day of September, 2005, by and among GREENFIELD COMMERCIAL CREDIT, L.L.C., a Michigan limited liability company ("Lender"), AHPC HOLDINGS, INC., a Maryland corporation and AMERICAN HEALTH PRODUCTS CORPORATION, a Texas corporation (collectively, "Borrower"), and William Thimes, as Collateral Agent for the creditors party to the Junior Indebtedness Documents ("Creditor").
AHPC HOLDINGS, INC. 7% SECURED NOTES WITH ATTACHED WARRANTS SECURED DEBT PLACEMENT AGREEMENTSecured Debt Placement Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Illinois
THIS SECURED DEBT PLACEMENT AGREEMENT (the “Agreement”) is entered into as of the date set forth on the signature page hereof by and between AHPC Holdings, Inc., a Maryland corporation (the “Company” or “AHPC”), and LaSalle St. Securities, LLC, a Delaware limited liability company (“LaSalle”) (collectively, the “Parties”).
