SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2014, between Healthcare Corporation of America, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2014, between Healthcare Corporation of America, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
This SECURITY AGREEMENT, dated as of May 31, 2014 (this “Agreement”), is among Healthcare Corporation of America, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Debentures due three years following their issuance, in the original aggregate principal amount of up to $5,775,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • New York
SUBSIDIARY GUARANTEE, dated as of May 31, 2014 (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 Healthcare Corporation of America, a Delaware corporation (the “Company”) and the Purchasers.
HEALTHCARE CORPORATION OF AMERICA Warrant To Purchase Common StockHealthcare Corp of America • June 5th, 2014 • Retail-drug stores and proprietary stores • New York
Healthcare Corporation of America, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________1 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall
FORBEARANCE AGREEMENTForbearance Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • California
THIS FORBEARANCE AGREEMENT (this “Agreement”) by and between Healthcare Corporation of America, Inc., a Delaware corporation (the “Borrower”) and Partners for Growth III, L.P. (“PFG”) is entered into and effective as of May 31, 2014.
Amended and Restated Loan and Security AgreementLoan and Security Agreement • June 5th, 2014 • Healthcare Corp of America • Retail-drug stores and proprietary stores • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date (the “Effective Date”) between (1) Partners for Growth III, L.P., a Delaware limited partnership (“PFG”), whose address is 150 Pacific Avenue, San Francisco, CA 94111, (2) the above-named borrower (“Borrower”), whose chief executive offices are located at the above addresses (“Borrower’s Address”), and (3) each of HCA, PCA and PBI, the direct and indirect Subsidiaries (as defined herein) of Borrower, jointly and severally in their capacities as obligors in respect of Borrower’s and each Subsidiary’s non-monetary Obligations hereunder and as guarantors of Borrower’s and each other Subsidiary’s monetary Obligations under the Loan Documents (as defined herein) pursuant to that certain Cross-Corporate Continuing Guaranty and Security Agreement dated the Effective Date (individually and collectively, jointly and severally, “Guarantor”). Borrower and each Guarantor may be referred to herein
10% SECURED CONVERTIBLE DEBENTURE DUE MAY 31, 2017Healthcare Corp of America • June 5th, 2014 • Retail-drug stores and proprietary stores • New York
THIS 10% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Secured Convertible Debentures of Healthcare Corporation of America, a Delaware corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 10% Secured Convertible Debenture due May 31, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
