AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of May 2, 2006, by and between Pacific CMA, Inc., a Delaware corporation (the "Company"), and...Registration Rights Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
PACIFIC CMA, INC. SUBSCRIPTION AGREEMENT TO: PACIFIC CMA, INC. c/o Airgate International Corporation 153-04 Rockaway Boulevard Jamaica, New York 11434 Attention: Mr. Henrik Christensen Ladies and Gentlemen: The undersigned understands that Pacific...Subscription Agreement • March 31st, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
EXHIBIT 10.18 ------------- THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR...Warrant Agreement • December 15th, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.21] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 3.3 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Merger Agreement"), dated as of March 24, 2004, is by and between, PACIFIC CMA, INC., a Colorado corporation ("Parent") and PACIFIC...Merger Agreement • March 24th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
AGREEMENTSecurity Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Agreement made and entered into as of July 25, 2000, among Lam King Ko, Alfred ("the Buyer"), having an address for purposes of this agreement at c/o Bryan Cave LLP, 2020 Main Street, Suite 600, Irvine, California...Stock Purchase Agreement • August 30th, 2000 • Pacific Cma Inc • Non-operating establishments
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. PACIFIC CMA, INC., a Delaware corporation PACIFIC CMA INTERNATIONAL, LLC, a Colorado limited liability company, AIRGATE INTERNATIONAL CORPORATION, a New York corporation, AIRAGATE INTERNATIONAL CORPORATION,...Security Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.22] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
BACKGROUNDStock Pledge Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 3.6] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • May 10th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
Print Name of Investor: ______________________________________________________ PACIFIC CMA, INC. SUBSCRIPTION AGREEMENT TO: PACIFIC CMA, INC. Attention: [ ] 1. SUBSCRIPTION The undersigned hereby subscribes for and agrees to purchase the number of...Subscription Agreement • January 10th, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
EXHIBIT 4.3 STOCK OPTION AGREEMENT GRANTED UNDER PACIFIC CMA, INC.'S 2000 STOCK PLANStock Option Agreement • December 5th, 2000 • Pacific Cma Inc • Non-operating establishments • Colorado
KEY BANK NATIONAL ASSOCIATION ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and executed this __ day of _____ , 20__, by and among PACIFIC CMA whose address is 4750 Table Mesa Dr. Boulder, CO 80301 and Corporate Stock Transfer, Inc....Escrow Agreement • January 10th, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Secured Convertible Note • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
KEY BANK NATIONAL ASSOCIATION ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and executed this __ day of _____ , 2003, by and among PACIFIC CMA whose address is 4750 Table Mesa Dr. Boulder, CO 80301 and Corporate Stock Transfer, Inc....Escrow Agreement • March 31st, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
EXHIBIT 10.13(B) ---------------- NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION...Security Agreement • December 15th, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
UNDERStock Grant Agreement • December 5th, 2000 • Pacific Cma Inc • Non-operating establishments • Colorado
ARTICLE I CONTRACT RATE AND MINIMUM BORROWING NOTESecured Revolving Note • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
KEY BANK NATIONAL ASSOCIATION ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and executed this __ day of _____ , 20__, by and among PACIFIC CMA whose address is 4750 Table Mesa Dr. Boulder, CO 80301 and Corporate Stock Transfer, Inc....Escrow Agreement • March 3rd, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
ARTICLE I CONTRACT RATESecured Convertible Minimum Borrowing Note • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of July 29, 2005, by and between Pacific CMA, Inc., a Delaware corporation (the "Company"),...Minimum Borrowing Note Registration Rights Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.15 ------------- SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of November ___, 2003, among Pacific CMA Inc., a Colorado corporation (the "Company"), and the purchasers listed on Schedule 1...Securities Purchase Agreement • December 15th, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.12A -------------- MUTUAL RELEASE AND TERMINATION AGREEMENT ---------------------------------------- This MUTUAL RELEASE AND TERMINATION AGREEMENT (this "Agreement") is entered into this 19th day of December 2003, by and between Duncan...Mutual Release and Termination Agreement • January 28th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE...Secured Non-Convertible Revolving Note • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Exchange Agreement • August 30th, 2000 • Pacific Cma Inc • Non-operating establishments • California
SECURITY AGREEMENTSecurity Agreement • April 12th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
THIS AGREEMENT, dated as of April 6, 2007, is made by and between PACIFIC CMA, INC., a Delaware corporation (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its Wells Fargo Business Credit operating division.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
THIS STOCK PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated and made as of July 17, 2007 by Airgate International Corporation, a New York corporation (the “Pledgor”), in favor of BHC Interim Funding II, L.P., a Delaware limited partnership (the “Lender”).
GUARANTY BY CORPORATIONGuaranty • April 12th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Guaranty, dated as of April 6, 2007, is made by Pacific CMA, Inc, a Delaware corporation (the “Guarantor”), for the benefit of Well Fargo Bank, National Association (with its participants, successors and assigns, the “Lender”), acting through its Wells Fargo Business Credit operating division.
COMPENSATION AGREEMENT COMPENSATION AGREEMENT dated as of the 31st day of January, 2004 by and between Pacific CMA, Inc., a Colorado corporation with an office at 300 Albany Street, New York, New York 10280 (the "COMPANY"), and Henrik M. Christensen...Compensation Agreement • March 29th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
ContractGuaranty • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Guaranty is subject to the terms of a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, the Borrower and the Guarantors, which Intercreditor Agreement is incorporated herein by reference. Notwithstanding any statement to the contrary in this Guaranty, (i) no payment on account of principal, interest, fees or other amounts shall become due or be paid except in accordance with the terms of the Intercreditor Agreement, and (ii) any security interest, lien, pledge or encumbrance granted to BHC shall be subordinate to the security interest, lien, pledge or encumbrance granted to Wells Fargo and shall be enforceable only in accordance with the terms of the Intercreditor Agreement until such time when the Senior Debt (as defined in the Intercreditor Agreement) has bee
LOAN AND SECURITY AGREEMENT among AIRGATE INTERNATIONAL CORPORATION as Borrower, the GUARANTORS from time to time party hereto and BHC INTERIM FUNDING II, L.P. as Lender Dated as of July 17, 2007Loan and Security Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This LOAN AND SECURITY AGREEMENT is dated as of July 17, 2007 and entered into by and among AIRGATE INTERNATIONAL CORPORATION, a New York corporation, as borrower (“Borrower”), the subsidiary guarantors from time to time party to this Agreement (collectively, the “Subsidiary Guarantors”), and BHC INTERIM FUNDING II, L.P., a Delaware limited partnership, as lender (“Lender”), with offices at 444 Madison Avenue, New York, New York 10022.
