SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 8, 2013, between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT first choice healthcare solutions, inc.First Choice Healthcare Solutions, Inc. • November 14th, 2013 • Services-management services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HILLAIR CAPITAL INVESTMENTS L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), up to 2,320,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
This SECURITY AGREEMENT, dated as of November 8, 2013 (this “Agreement”), is among First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due December 28, 2013, in the original aggregate principal amount of $2,320,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
SUBSIDIARY GUARANTEE, dated as of November 8, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and the Purchasers.
8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE december 28, 2013First Choice Healthcare Solutions, Inc. • November 14th, 2013 • Services-management services • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Secured Convertible Debentures of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901, designated as its 8% Original Issue Discount Secured Convertible Debenture due December 28, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
