REDEMPTION AGREEMENTRedemption Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Delaware
This Redemption Agreement (this “Agreement”) is made as of June 18, 2010 by and between Pulse Systems, LLC, a Delaware limited liability company (the “Company”), and Pulse Systems Corporation, a California corporation (the “Investor”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG: CERTAIN MEMBERS OF PULSE SYSTEMS, LLC and UNITED AMERICAN HEALTHCARE CORPORATION June 18, 2010Securities Purchase Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 18, 2010, by and among (i) United American Healthcare Corporation, a Michigan corporation (the “Buyer”); (ii) John M. Fife, an individual, as the Seller Representative (as defined below); (iii) Pulse Sellers, LLC, a Utah limited liability company, solely for purposes of Section 1.3, (iv) Pulse Holdings, LLC, a Utah limited liability company, solely for purposesof Section 1.3(d), and (v) those Members and Warrant Holders of Pulse Systems, LLC, a Delaware limited liability company (the “Company”) set forth on Schedule 1.1 hereto. Each such Member and Warrant Holder is referred to herein individually as a “Seller” and collectively as the “Sellers.” Each of the Buyer and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Exhibit A hereto.
ACKNOWLEDGMENT AND WAIVER OF CERTAIN PROVISIONS OF THE VOTING AND STANDSTILL AGREEMENT.Voting and Standstill Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service
Reference is also made to that certain Securities Purchase Agreement by and among certain members of Pulse Systems, LLC, a Delaware limited liability company (“Pulse”) and UAHC pursuant to which UAHC is acquiring all of the common units of Pulse (the “Acquisition”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), entered into and dated effective as of June 18, 2010 (the “Closing Date”), is by and between United American Healthcare Corporation, a Michigan corporation (the “Buyer”), and Convergent Capital Partners I, L.P., a Delaware limited partnership (“Convergent”), Main Street Equity Interests, Inc., a Delaware corporation (“Main Street”), Medallion Capital, Inc., a Minnesota corporation (“Medallion”) and Pacific Mezzanine Fund, L.P., a California limited partnership (“PMF”, and collectively with Convergent, Main Street and Medallion, each individually a “Holder”, and collectively the “Holders”).
Membership Interest Pledge AgreementMembership Interest Pledge Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Illinois
This Membership Interest Pledge Agreement (this “Pledge Agreement”) dated as of June 18, 2010, is executed and delivered by United American Healthcare Corporation, a Michigan corporation (“Pledgor”), to Fifth Third Bank, an Ohio banking corporation, successor by merger to Fifth Third Bank, a Michigan banking corporation (“Lender”), with its principal office located at 222 South Riverside Plaza, 30th Floor, Chicago, Illinois 60606.
