ARTICLE 1 AGREEMENT OF PURCHASE AND SALE 1 1.1 AGREEMENT. 1 1.2 CLOSING. 1 1.3 DELIVERY AND PAYMENT. 1 1.4 DELIVERIES AT CLOSING. 1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BUYER 2 2.1 DUE ORGANIZATION 3 2.2 DUE AUTHORIZATION; NO CONFLICTS. 3 2.3...Stock Purchase Agreement • May 28th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Delaware
Contract Type FiledMay 28th, 2002 Company Industry Jurisdiction
RECITALS:Stock Purchase Agreement • March 10th, 2000 • Phoenix Heathcare Corp • Services-skilled nursing care facilities • Texas
Contract Type FiledMarch 10th, 2000 Company Industry Jurisdiction
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • March 18th, 1999 • Iatros Health Network Inc • Services-skilled nursing care facilities • Texas
Contract Type FiledMarch 18th, 1999 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledOctober 11th, 2007 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 4th day of October, 2007, by and between Lighting Science Group Corporation, a Delaware corporation (the "Company") and LED Holdings, LLC (the "Investor" ).
TOGETHER WITH:Iatros Health Network Inc • April 28th, 1998 • Services-skilled nursing care facilities
Company FiledApril 28th, 1998 Industry
Exhibit 10.1 Exhibit 10.1 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("Agreement"), dated as of April 30, 2001, is between The Phoenix Group Corporation, f/k/a Iatros Health Network, Inc., a Delaware corporation ("Borrower"), and Match, Inc.,...Stock Pledge Agreement • August 29th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Delaware
Contract Type FiledAugust 29th, 2002 Company Industry Jurisdiction
BETWEENEmployment Agreement • May 28th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
Contract Type FiledMay 28th, 2002 Company Industry Jurisdiction
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • December 18th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Pennsylvania
Contract Type FiledDecember 18th, 1998 Company Industry Jurisdiction
BETWEENEmployment Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities
Contract Type FiledMay 17th, 2002 Company Industry
Patton Boggs draft of 8/27/01 652899 Exhibit 10.1 STOCK PURCHASE AGREEMENT amongamong AMERICARE MANAGEMENT INC.Stock Purchase Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
Contract Type FiledMay 17th, 2002 Company Industry Jurisdiction
BETWEENEmployment Agreement • May 4th, 1999 • Iatros Health Network Inc • Services-skilled nursing care facilities • Texas
Contract Type FiledMay 4th, 1999 Company Industry Jurisdiction
LOAN AND SECURITY AGREEMENT by and among LIGHTING SCIENCE GROUP CORPORATION as Borrower BIOLOGICAL ILLUMINATION, LLC and LSGC, LLC as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION as...Loan and Security Agreement • November 29th, 2010 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledNovember 29th, 2010 Company Industry JurisdictionThis Loan and Security Agreement dated November 22, 2010 (this “Agreement” as hereinafter further defined) is entered into by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“Lighting Science”, and together with any other Person that at any time after the date hereof becomes a Borrower, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), BIOLOGICAL ILLUMINATION, LLC, a Delaware limited liability company (“Biological”), LSGC, LLC, a Delaware limited liability company (“LSGC”, and together with Biological and any other Person that at any time after the date hereof becomes a Guarantor, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) WELLS FARGO BANK, NATIONAL ASSOCIATION,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2007 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledMarch 12th, 2007 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2007 among Lighting Science Group Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
BETWEENEmployment Agreement • May 12th, 2000 • Phoenix Heathcare Corp • Services-skilled nursing care facilities • Texas
Contract Type FiledMay 12th, 2000 Company Industry Jurisdiction
GreenfieldLease and Security Agreement • April 28th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Massachusetts
Contract Type FiledApril 28th, 1998 Company Industry Jurisdiction
LIGHTING SCIENCE GROUP CORPORATION WARRANT BLighting Science Group Corp • March 12th, 2007 • Electric lighting & wiring equipment • New York
Company FiledMarch 12th, 2007 Industry JurisdictionLighting Science Group Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company (a) up to a total of [ ]1 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.30 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), and (b) only as part of and in connection with the purchase of the Warrant Shares, warrants in the form attached to the Purchase Agreement (as hereinafter defined) as Exhibit A-3 to acquire up to 0.75 shares of Common Stock for each Warrant Share purchased (the “Additional Warrants”), at any time and from time to time from and after the date hereof and through and including the 90th Trading Day following the Effective Date, but not including the Effective Da
SERIES G UNIT SUBSCRIPTION AGREEMENTSeries G Unit Subscription Agreement • May 24th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledMay 24th, 2012 Company Industry JurisdictionTHIS SERIES G UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on May 18, 2012, by and between LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and PCA LSG Holdings, LLC, a Delaware limited liability company (“Purchaser”). Defined terms used and not defined herein shall have the meanings ascribed thereto in the Certificate of Designation (as defined below).
INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (the "Agreement") is made and entered into as of the 22nd day of December, 1997 by and among IATROS HEALTH NETWORK, INC., a Delaware corporation ("IHNI") and NEWCARE HEALTH CORPORATION, a Nevada...Investment Agreement • April 28th, 1998 • Iatros Health Network Inc • Services-skilled nursing care facilities • Georgia
Contract Type FiledApril 28th, 1998 Company Industry Jurisdiction
SERIES J SUBSCRIPTION AGREEMENTSeries J Subscription Agreement • January 8th, 2014 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledJanuary 8th, 2014 Company Industry JurisdictionTHIS SERIES J SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on January 3, 2014, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and PCA LSG Holdings LLC, a Delaware limited liability company (“Purchaser”).
SECURITIES PURCHASE AGREEMENT Dated as of May __, 2005 among LIGHTING SCIENCE GROUP CORPORATION and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • May 16th, 2005 • Lighting Science Group Corp • Services-skilled nursing care facilities • Delaware
Contract Type FiledMay 16th, 2005 Company Industry Jurisdictionstockholders. The common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected at various times in one or more of the following transactions, or in other kinds of transactions:
AGREEMENTStock Pledge Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities
Contract Type FiledMay 17th, 2002 Company Industry
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2009 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledJanuary 30th, 2009 Company Industry JurisdictionTHIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 23, 2009, by and among Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P. (the “Investor”).
EXHIBIT A-3Lighting Science Group Corp • March 12th, 2007 • Electric lighting & wiring equipment • New York
Company FiledMarch 12th, 2007 Industry JurisdictionLighting Science Group Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.35 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the fifth anniversary of the date hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All su
EMPLOYMENT AGREEMENT BETWEEN THE PHOENIX GROUP CORPORATION AND KATHRYN DIANE FULLEREmployment Agreement • August 16th, 2004 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
Contract Type FiledAugust 16th, 2004 Company Industry JurisdictionTHIS AGREEMENT made and entered into as of the 1st day of February 2002 by and between The Phoenix Group Corporation, a Delaware corporation (the "Corporation"), and Kathryn Diane Fuller, a resident of Texas (hereinafter referred to as "Executive").
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 14th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • Delaware
Contract Type FiledJune 14th, 2012 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”) is made as of , 2012 by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
VOTING AGREEMENTVoting Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment
Contract Type FiledSeptember 27th, 2012 Company IndustryThis Voting Agreement (“Agreement”) is entered into as of September 25, 2012, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and RW LSG Holdings LLC (“Stockholder”).
EXCHANGE AGREEMENTExchange Agreement • April 28th, 2011 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledApril 28th, 2011 Company Industry JurisdictionTHIS EXCHANGE AGREEMENT (this “Agreement”) is made effective as of April 27, 2011, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Koninklijke Philips Electronics N.V. (“Philips”).
Assignment of Warrant Agreement among Mark Jones Page 12 of 35 and Americare Management, Inc. Exhibit 10.4 PROMISSORY NOTEAssignment of Warrant Agreement • May 17th, 2002 • Phoenix Group Corp • Services-skilled nursing care facilities • Texas
Contract Type FiledMay 17th, 2002 Company Industry Jurisdiction
THE PHOENIX GROUP CORPORATION CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 16th, 2004 • Phoenix Group Corp • Services-skilled nursing care facilities • Delaware
Contract Type FiledNovember 16th, 2004 Company Industry JurisdictionTHIS AGREEMENT made and entered into as of the 12th day of October, 2004, by and between The Phoenix Group Corporation, a Delaware corporation (the "Company") and Stan T. Waldrop, the Company's President (the "Executive"), and.
PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • November 22nd, 2013 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledNovember 22nd, 2013 Company Industry JurisdictionTHIS PREFERRED STOCK SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on November 19, 2013, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and LSGC Holdings II LLC, a Delaware limited liability company (“Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledSeptember 27th, 2012 Company Industry JurisdictionThis Amended and Restated Registration Rights Agreement (this “Agreement”) is dated effective as of September 25, 2012, by and among Lighting Science Group Corporation (the “Company”), RW LSG Holdings LLC and RW LSG Management Holdings LLC (collectively with their respective successors, assigns and transferees, the “RW Holders”), Cleantech Europe II (A) LP and Cleantech Europe II (B) LP (collectively with their respective successors, assigns and transferees, the “Zouk Holders”) and Portman Limited (collectively with its respective successors, assigns and transferees, the “Portman Holders”, and together with the RW Holders and the Zouk Holders, the “Holders”).
SERIES J SUBSCRIPTION AGREEMENTSeries J Subscription Agreement • February 5th, 2015 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledFebruary 5th, 2015 Company Industry JurisdictionTHIS SERIES J SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on January 30, 2015, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and the person(s) (the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A (the “Schedule of Purchasers”).
PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • September 27th, 2012 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledSeptember 27th, 2012 Company Industry JurisdictionTHIS PREFERRED STOCK SUBSCRIPTION AGREEMENT (as may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into on September 25, 2012, by and among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (the “Company”) and Portman Limited, a Cayman Islands exempted company (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2014 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
Contract Type FiledFebruary 25th, 2014 Company Industry JurisdictionThis REGISTRATION RIGHTS AGREEMENT, dated effective as of February 19, 2014 (this “Agreement”), is between Lighting Science Group Corporation (the “Company”), Medley Capital Corporation (the “Medley”) and Medley Opportunity Fund II LP (“Opportunity” and together with Medley, “Investors”)
LOAN AND SECURITY AGREEMENT Dated as of April 25, 2014 Among Lighting Science Group Corporation, and BioLogical Illumination, LLC (Borrowers) FCC, LLC, d/b/a First Capital (as Agent) and Various Financial Institutions (as Lenders)Loan and Security Agreement • May 1st, 2014 • Lighting Science Group Corp • Electric lighting & wiring equipment • Georgia
Contract Type FiledMay 1st, 2014 Company Industry JurisdictionThis LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 25, 2014 among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“LSG”), BIOLOGICAL ILLUMINATION, LLC, a Delaware limited liability company (“BioLogical”; LSG and BioLogical are referred to collectively as “Borrowers” and each individually as a “Borrower”), the various financial institutions from time to time party hereto as lenders (collectively, “Lenders”), and FCC, LLC, d/b/a FIRST CAPITAL, a Florida limited liability company (“First Capital”), in its capacity as agent for Lenders (together with its successors and assigns in such capacity, “Agent”).