REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2008, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 1, 2008, 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”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions • April 8th, 2008 • Pacer Health Corp • Services-hospitals
THIS IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (this “Agreement”), dated as of April 1, 2008, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), COMPUTERSHARE TRUST COMPANY, N.A. (the “Transfer Agent”), YA GLOBAL INVESTMENTS, L.P. a Cayman Island exempted limited partnership (individually, a “Buyer” or collectively “Buyers”) and David Gonzalez, Esq., as escrow agent (“Buyer Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey
This ESCROW AGREEMENT (the “Agreement”) is made and entered into on ________, by and among PACER HEALTH CORPORATION (the "Company"), YA GLOBAL INVESTMENTS, L.P., (the “Buyer”), YORKVILLE ADVISORS, LLC (“Investment Manager”), and DAVID GONZALEZ, ESQ., as escrow agent (the “Escrow Agent”). The Company, the Buyer, and Yorkville may be referred to individually as a “Party” or collectively as the “Parties.” All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in that certain Securities Purchase Agreement dated March ____, 2008, entered into by and between the Company and the Buyer (the “Securities Purchase Agreement”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March ___, 2008, 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 (the “Company”), and the undersigned subsidiaries of the Company (together with the Company, the “Grantors” and each, a “Grantor”), in favor of YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).
