Lighting Science Group Corp Sample Contracts

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RECITALS:
Stock Purchase Agreement • March 10th, 2000 • Phoenix Heathcare Corp • Services-skilled nursing care facilities • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER
Stock Purchase Agreement • March 18th, 1999 • Iatros Health Network Inc • Services-skilled nursing care facilities • Texas
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 4th day of October, 2007, by and between Lighting Science Group Corporation, a Delaware corporation (the "Company") and LED Holdings, LLC (the "Investor" ).

TOGETHER WITH:
Iatros Health Network Inc • April 28th, 1998 • Services-skilled nursing care facilities
BETWEEN
Employment Agreement • May 28th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER
Stock Purchase Agreement • December 18th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Pennsylvania
BETWEEN
Employment Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities
Patton Boggs draft of 8/27/01 652899 Exhibit 10.1 STOCK PURCHASE AGREEMENT amongamong AMERICARE MANAGEMENT INC.
Stock Purchase Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
BETWEEN
Employment Agreement • May 4th, 1999 • Iatros Health Network Inc • Services-skilled nursing care facilities • Texas
LOAN AND SECURITY AGREEMENT by and among LIGHTING SCIENCE GROUP CORPORATION as Borrower BIOLOGICAL ILLUMINATION, LLC and LSGC, LLC as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION as...
Loan and Security Agreement • November 29th, 2010 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

This Loan and Security Agreement dated November 22, 2010 (this “Agreement” as hereinafter further defined) is entered into by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“Lighting Science”, and together with any other Person that at any time after the date hereof becomes a Borrower, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), BIOLOGICAL ILLUMINATION, LLC, a Delaware limited liability company (“Biological”), LSGC, LLC, a Delaware limited liability company (“LSGC”, and together with Biological and any other Person that at any time after the date hereof becomes a Guarantor, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) WELLS FARGO BANK, NATIONAL ASSOCIATION,

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 12th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2007 among Lighting Science Group Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

BETWEEN
Employment Agreement • May 12th, 2000 • Phoenix Heathcare Corp • Services-skilled nursing care facilities • Texas
Greenfield
Lease and Security Agreement • April 28th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Massachusetts
LIGHTING SCIENCE GROUP CORPORATION WARRANT B
Lighting Science Group Corp • March 12th, 2007 • Electric lighting & wiring equipment • New York

Lighting Science Group Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company (a) up to a total of [ ]1 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.30 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), and (b) only as part of and in connection with the purchase of the Warrant Shares, warrants in the form attached to the Purchase Agreement (as hereinafter defined) as Exhibit A-3 to acquire up to 0.75 shares of Common Stock for each Warrant Share purchased (the “Additional Warrants”), at any time and from time to time from and after the date hereof and through and including the 90th Trading Day following the Effective Date, but not including the Effective Da

SERIES G UNIT SUBSCRIPTION AGREEMENT
Series G Unit Subscription Agreement • May 24th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS SERIES G UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on May 18, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and PCA LSG Holdings, LLC, a Delaware limited liability company (“Purchaser”). Defined terms used and not defined herein shall have the meanings ascribed thereto in the Certificate of Designation (as defined below).

SERIES J SUBSCRIPTION AGREEMENT
Series J Subscription Agreement • January 8th, 2014 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS SERIES J SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on January 3, 2014, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and PCA LSG Holdings LLC, a Delaware limited liability company (“Purchaser”).

SECURITIES PURCHASE AGREEMENT Dated as of May __, 2005 among LIGHTING SCIENCE GROUP CORPORATION and THE PURCHASERS LISTED ON EXHIBIT A
Securities Purchase Agreement • May 16th, 2005 • Lighting Science Group Corp • Services-skilled nursing care facilities • Delaware

stockholders. The common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected at various times in one or more of the following transactions, or in other kinds of transactions:

AGREEMENT
Stock Pledge Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 23, 2009, by and among Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P. (the “Investor”).

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EXHIBIT A-3
Lighting Science Group Corp • March 12th, 2007 • Electric lighting & wiring equipment • New York

Lighting Science Group Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.35 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the fifth anniversary of the date hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All su

EMPLOYMENT AGREEMENT BETWEEN THE PHOENIX GROUP CORPORATION AND KATHRYN DIANE FULLER
Employment Agreement • August 16th, 2004 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas

THIS AGREEMENT made and entered into as of the 1st day of February 2002 by and between The Phoenix Group Corporation, a Delaware corporation (the "Corporation"), and Kathryn Diane Fuller, a resident of Texas (hereinafter referred to as "Executive").

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 14th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

VOTING AGREEMENT
Voting Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment

This Voting Agreement (“Agreement”) is entered into as of September 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC (“Stockholder”).

EXCHANGE AGREEMENT
Exchange Agreement • April 28th, 2011 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS EXCHANGE AGREEMENT (this “Agreement”) is made effective as of April 27, 2011, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Koninklijke Philips Electronics N.V. (“Philips”).

Assignment of Warrant Agreement among Mark Jones Page 12 of 35 and Americare Management, Inc. Exhibit 10.4 PROMISSORY NOTE
Assignment of Warrant Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
THE PHOENIX GROUP CORPORATION CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 16th, 2004 • Phoenix Group Corp • Services-skilled nursing care facilities • Delaware

THIS AGREEMENT made and entered into as of the 12th day of October, 2004, by and between The Phoenix Group Corporation, a Delaware corporation (the "Company") and Stan T. Waldrop, the Company's President (the "Executive"), and.

PREFERRED STOCK SUBSCRIPTION AGREEMENT
Preferred Stock Subscription Agreement • November 22nd, 2013 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS PREFERRED STOCK SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on November 19, 2013, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and LSGC Holdings II LLC, a Delaware limited liability company (“Purchaser”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

This Amended and Restated Registration Rights Agreement (this “Agreement”) is dated effective as of September 25, 2012, by and among Lighting Science Group Corporation (the “Company”), RW LSG Holdings LLC and RW LSG Management Holdings LLC (collectively with their respective successors, assigns and transferees, the “RW Holders”), Cleantech Europe II (A) LP and Cleantech Europe II (B) LP (collectively with their respective successors, assigns and transferees, the “Zouk Holders”) and Portman Limited (collectively with its respective successors, assigns and transferees, the “Portman Holders”, and together with the RW Holders and the Zouk Holders, the “Holders”).

SERIES J SUBSCRIPTION AGREEMENT
Series J Subscription Agreement • February 5th, 2015 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS SERIES J SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on January 30, 2015, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and the person(s) (the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A (the “Schedule of Purchasers”).

PREFERRED STOCK SUBSCRIPTION AGREEMENT
Preferred Stock Subscription Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

THIS PREFERRED STOCK SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on September 25, 2012, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and Portman Limited, a Cayman Islands exempted company (“Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 25th, 2014 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York

This REGISTRATION RIGHTS AGREEMENT, dated effective as of February 19, 2014 (this “Agreement”), is between Lighting Science Group Corporation (the “Company”), Medley Capital Corporation (the “Medley”) and Medley Opportunity Fund II LP (“Opportunity” and together with Medley, “Investors”)

LOAN AND SECURITY AGREEMENT Dated as of April 25, 2014 Among Lighting Science Group Corporation, and BioLogical Illumination, LLC (Borrowers) FCC, LLC, d/b/a First Capital (as Agent) and Various Financial Institutions (as Lenders)
Loan and Security Agreement • May 1st, 2014 • Lighting Science Group Corp • Electric lighting & wiring equipment • Georgia

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 25, 2014 among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“LSG”), BIOLOGICAL ILLUMINATION, LLC, a Delaware limited liability company (“BioLogical”; LSG and BioLogical are referred to collectively as “Borrowers” and each individually as a “Borrower”), the various financial institutions from time to time party hereto as lenders (collectively, “Lenders”), and FCC, LLC, d/b/a FIRST CAPITAL, a Florida limited liability company (“First Capital”), in its capacity as agent for Lenders (together with its successors and assigns in such capacity, “Agent”).

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