ARTICLE 1 AGREEMENT OF PURCHASE AND SALE 1 1.1 AGREEMENT. 1 1.2 CLOSING. 1 1.3 DELIVERY AND PAYMENT. 1 1.4 DELIVERIES AT CLOSING. 1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BUYER 2 2.1 DUE ORGANIZATION 3 2.2 DUE AUTHORIZATION; NO CONFLICTS. 3 2.3...Stock Purchase Agreement • May 28th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Delaware
RECITALS:Stock Purchase Agreement • March 10th, 2000 • Phoenix Heathcare Corp • Services-skilled nursing care facilities • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • March 18th, 1999 • Iatros Health Network Inc • Services-skilled nursing care facilities • Texas
REGISTRATION RIGHTS AGREEMENTRegistration 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" ).
Exhibit 10.1 Exhibit 10.1 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("Agreement"), dated as of April 30, 2001, is between The Phoenix Group Corporation, f/k/a Iatros Health Network, Inc., a Delaware corporation ("Borrower"), and Match, Inc.,...Stock Pledge Agreement • August 29th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Delaware
TOGETHER WITH:Iatros Health Network Inc • April 28th, 1998 • Services-skilled nursing care facilities
BETWEENEmployment Agreement • May 28th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • December 18th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Pennsylvania
BETWEENEmployment 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
BETWEENEmployment 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 AGREEMENTSecurities 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”).
BETWEENEmployment Agreement • May 12th, 2000 • Phoenix Heathcare Corp • Services-skilled nursing care facilities • Texas
GreenfieldLease and Security Agreement • April 28th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Massachusetts
LIGHTING SCIENCE GROUP CORPORATION WARRANT BLighting 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 AGREEMENTSeries 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).
INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (the "Agreement") is made and entered into as of the 22nd day of December, 1997 by and among IATROS HEALTH NETWORK, INC., a Delaware corporation ("IHNI") and NEWCARE HEALTH CORPORATION, a Nevada...Investment Agreement • April 28th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Georgia
SECURITIES PURCHASE AGREEMENT Dated as of May __, 2005 among LIGHTING SCIENCE GROUP CORPORATION and THE PURCHASERS LISTED ON EXHIBIT ASecurities 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:
AGREEMENTStock Pledge Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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”).
EXHIBIT A-3Lighting 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 FULLEREmployment 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 AGREEMENTIndemnification 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”).
SERIES J SUBSCRIPTION AGREEMENTSeries 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”).
VOTING AGREEMENTVoting 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”).
Assignment of Warrant Agreement among Mark Jones Page 12 of 35 and Americare Management, Inc. Exhibit 10.4 PROMISSORY NOTEAssignment of Warrant Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
THE PHOENIX GROUP CORPORATION CHANGE OF CONTROL AGREEMENTChange 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 AGREEMENTPreferred 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 AGREEMENTRegistration 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 AGREEMENTSeries 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”)
EXCHANGE AGREEMENTExchange 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”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made, entered into, and effective as of October 4, 2007, by and among Lighting Science Group Corporation, a Delaware corporation ("LSG"), LED Holdings, LLC, a Delaware limited liability company ("LED"), and the persons listed on Schedule A to this Agreement (each, a "Stockholder" and, collectively, the "Stockholders").
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2011 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of May 10, 2011 between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”), and GEVERAN INVESTMENTS LTD., organized under the laws of the jurisdiction of Cyprus (the “Purchaser”).
