SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 6, 2007, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers” or “Buyer(s)”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2007, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July 6, 2007, by and between PACER HEALTH CORPORATION, a Florida corporation with its principal place of business located at 7759 N.W. 146th Street, Miami Lakes, Florida 33016 (the “Parent”), and the each subsidiary of the Parent listed on Schedule 3(a) attached to the Securities Purchase Agreement (each a “Subsidiary” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”), of even dated hereof, by and between the Company and the Secured Party.
IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions • July 16th, 2007 • Pacer Health Corp • Services-hospitals
Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith by and between Pacer Health Corporation, a Florida corporation (the “Company”), and the Buyers set forth on Schedule I attached thereto (collectively the “Buyers”) and that certain Pledge and Escrow Agreement (the “Pledge Agreement”) of even date herewith among the Company, the Buyers and David Gonzalez, as escrow agent (the “Escrow Agent”). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, an the Buyers shall purchase from the Company, convertible debentures (collectively, the “Debentures”) in the aggregate principal amount of Five Million Five Hundred Thousand Dollars ($5,500,000), plus accrued interest, which are convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the Buyers discretion. The Company has also issued to the Buyer warrants to purchase up to Two Hundred Twenty
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made by each of the undersigned (each a “Pledgor”, and collectively, the “Pledgors”), in favor of CORNELL CAPITAL PARTNERS, L.P., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").
