W I T N E S S E T H:Pledge Agreement • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec • New York
EXHIBIT 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned...Joint Filing Agreement • July 11th, 2003 • Wexford Capital LLC • Cable & other pay television services
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to securities held by each of them in Adelphia Communications Corp.
EXHIBIT IV SECURITY AGREEMENT SECURITY AGREEMENT, dated as of December 19, 1997, made by Complete Wellness Medical Center of _______, Inc., Inc., a Florida corporation (the "Grantor"), in favor of Imprimis Investors LLC ("Imprimis") and any subsequent...Security Agreement • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec • New York
EXHIBIT VI COMPLETE WELLNESS CENTERS, INC. Common Stock Purchase Warrant Dated as of January 12, 1998 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE...Common Stock Purchase Warrant • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec • Delaware
AMONGInvestment Agreement • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec • Delaware
Joint Filing AgreementJoint Filing Agreement • April 22nd, 2002 • Wexford Capital LLC • Deep sea foreign transportation of freight
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to securities held by each of them in Seabulk International Inc.
EXHIBIT X STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the [ ] day of October 1998, by and among [ ] (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete...Stock Purchase Agreement • December 3rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec
ContractRegistration Rights Agreement • February 13th, 2013 • Wexford Capital Lp • Surgical & medical instruments & apparatus • Delaware
EXHIBIT VII COMPLETE WELLNESS CENTERS, INC. Common Stock Purchase Warrant Dated as of January 12, 1998 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE...Common Stock Purchase Warrant • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. NEPHROS, INC. Senior Secured Note Due August...Senior Secured Note • February 13th, 2013 • Wexford Capital Lp • Surgical & medical instruments & apparatus • Delaware
Nephros, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of LAMBDA INVESTORS LLC (the “Lender”) or its registered assigns, the principal sum of ONE MILLION THREE HUNDRED THOUSAND DOLLARS And No Cents ($1,300,000) on or before August 4, 2013, and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from the date hereof on the unpaid principal amount hereof at the rate of 12% per annum (but in no event in excess of the maximum non-usurious rate of interest permitted under applicable law), payable at the time the principal amount hereof shall have become due and payable, whether at maturity or by acceleration or otherwise, and thereafter at the rate of 16% per annum on any overdue principal amount and (to the extent permitted by applicable law) on any overdue interest until paid (but in no event in excess of the maximum non-usurious rate of interest permitted under applicable law).
EXHIBIT I STOCKHOLDERS' AGREEMENT This STOCKHOLDERS' AGREEMENT, dated as of December 18, 1997 is among ELCOTEL, INC., a Delaware corporation (the "Company"); WEXFORD PARTNERS FUND, L.P., a Delaware limited partnership ("Wexford"); and FUNDAMENTAL...Stockholders' Agreement • December 11th, 1998 • Wexford Management LLC • Telephone & telegraph apparatus • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2011 • Wexford Capital Lp • Bituminous coal & lignite surface mining
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Rhino Resource Partners LP.
ContractTermination of Administrative Services Agreement • August 18th, 2010 • Wexford Capital Lp • Laboratory analytical instruments • Delaware
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to be duly executed as of the date first written above. COMPLETE WELLNESS CENTERS, INC. BY /s/ C. Thomas McMillen ------------------------------- Name: Title: IMPRIMIS INVESTORS...Investment Agreement • July 16th, 1998 • Wexford Management LLC • Services-misc health & allied services, nec
SECOND SUPPLEMENT TO INVESTMENT AGREEMENT SECOND SUPPLEMENT TO INVESTMENT AGREEMENT, dated as of July 2, 1998 (this "Second Supplement"), among Complete Wellness Centers, Inc., a Delaware corporation (the "Company"), Imprimis Investors LLC ("Imprimis") and Wexford Spectrum Investors LLC (together with Imprimis, the "Investors"). WHEREAS, the Company and the Investors are parties to the Investment Agreement, dated as of December 19, 1997, as previously supplemented by the Supplement to Investment Agreement, dated as of January 12, 1998 (such Supplement, the "First Supplement" and such Investment Agreement, as supplemented by the First Supplement, the "Investment Agreement"). Capitalized terms used in this Second Supplement without definition shall have the meanings ascribed to them in the Investment Agreement; and WHEREAS, in order to permit the Company to meet certain requirements for the continued listing of the Common Stock on the NASDAQ SmallCap Market, the Company and the Investors
EXHIBIT V SUPPLEMENT TO INVESTMENT AGREEMENT SUPPLEMENT TO INVESTMENT AGREEMENT, dated as of January 12, 1998, by and among Complete Wellness Centers, Inc., a Delaware corporation (the "Company"), Imprimis Investors LLC ("Imprimis") and Wexford...Supplement to Investment Agreement • January 23rd, 1998 • Wexford Management LLC • Services-misc health & allied services, nec
IRREVOCABLE PROXY The undersigned, Imprimis Investors LLC, hereby irrevocable appoints RVR Consulting Group, Inc., or its nominee ("RVR"), with full power of substitution as proxy for the undersigned, and hereby authorizes RVR to vote all shares of...Stock Purchase Agreement • March 8th, 1999 • Wexford Management LLC • Services-misc health & allied services, nec • New York
JOINT FILING AGREEMENTJoint Filing Agreement • October 22nd, 2012 • Wexford Capital Lp • Crude petroleum & natural gas
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Diamondback Energy, Inc.
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • August 18th, 2010 • Wexford Capital Lp • Laboratory analytical instruments • Delaware
This Warrant Cancellation Agreement (this "Agreement") dated as of August 16, 2010 is entered into by and between Valentis SB L.P. ("Holder") and ICx Technologies, Inc., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among FLIR Systems, Inc., an Oregon corporation ("Parent"), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company, pursuant to which Merger Sub shall merge with and into the Company with the Company as the surviving corporation (the "Merger"). Capitalized terms used and not defined herein have the meanings ascribed to them in the Merger Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 18th, 2010 • Wexford Capital Lp • Laboratory analytical instruments • Delaware
TENDER AND SUPPORT AGREEMENT (this "Agreement") dated as of August 16, 2010 by and among FLIR Systems, Inc., an Oregon corporation ("Parent"), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and each stockholder listed on Annex I (each, a "Stockholder" and collectively, the "Stockholders"), each an owner of Shares of ICx Technologies, Inc., a Delaware corporation (the "Company").
Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the common stock of General...Joint Filing Agreement • June 18th, 2001 • Wexford Capital LLC • Deep sea foreign transportation of freight
This will confirm the agreement by and among all of the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the common stock of General Maritime Corporation is being filed on behalf of each of the parties named below. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
