RECITALS:Employment Agreement • September 28th, 1998 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
EXHIBIT 1 - PURCHASE AGREEMENT BETWEEN STATUTORY BENEFITS MANAGEMENT CORPORATION AND SPECTERA, INC.Purchase Agreement • February 12th, 1997 • United American Healthcare Corp • Insurance agents, brokers & service • Maryland
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") dated as of December 13, 2006 is by and among United American Healthcare Corporation, a Michigan corporation (the "Company"), and the "Investors" named in that...Registration Rights Agreement • December 15th, 2006 • United American Healthcare Corp • Insurance agents, brokers & service • New York
WITNESSETH:Lease Agreement • September 28th, 1998 • United American Healthcare Corp • Insurance agents, brokers & service
AMENDED AND RESTATED PROMISSORY NOTE (Term Loan)Promissory Note • February 14th, 2002 • United American Healthcare Corp • Insurance agents, brokers & service
EXHIBIT 10.59 AMENDMENT OF MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT ("Amendment"), is made effective August 1, 2001 by and between United American Healthcare Corporation, a Michigan corporation ("UNITED AMERICAN") and OmniCare...Management Agreement • February 14th, 2002 • United American Healthcare Corp • Insurance agents, brokers & service
EXHIBIT 10.1 PURCHASE AGREEMENT UAHC HEALTH PLAN OF TENNESSEE, INC.Purchase Agreement • March 25th, 2008 • United American Healthcare Corp • Insurance agents, brokers & service
1 EXHIBIT 10.42 STOCK PURCHASE AGREEMENT THIS AGREEMENT OF PURCHASE AND SALE OF STOCK (this "Agreement"), dated August 31, 1998, by and among UNITED AMERICAN HEALTHCARE CORPORATION, a Michigan corporation (the "Seller"), CORPORATE HEALTHCARE...Stock Purchase Agreement • September 28th, 1998 • United American Healthcare Corp • Insurance agents, brokers & service • Maryland
RENAISSANCE CENTER - PHASE I DETROIT, MICHIGAN OFFICE LEASE BASIC LEASE INFORMATIONOffice Lease • November 13th, 1996 • United American Healthcare Corp • Insurance agents, brokers & service
RECITALSBusiness Loan Agreement • February 14th, 2002 • United American Healthcare Corp • Insurance agents, brokers & service
3,972,900.87 Note No.: -----------------Promissory Note • September 28th, 2000 • United American Healthcare Corp • Insurance agents, brokers & service
EXHIBIT 4.1 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION...Warrant Agreement • December 15th, 2006 • United American Healthcare Corp • Insurance agents, brokers & service • New York
EXHIBIT 10.70Retention and Severance Agreement • November 4th, 2008 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
1 EXHIBIT 10.56 SECURITY AGREEMENT This Security Agreement ("Agreement") made on this 25th day of September, 2000, by and between MICHIGAN NATIONAL BANK, a national banking association, of 27777 Inkster Road, Farmington Hills, Michigan 48333 (the...Security Agreement • September 28th, 2000 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
EXHIBIT 10.68Retention and Severance Agreement • November 4th, 2008 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
EXHIBIT 10.74Indemnification Agreement • November 4th, 2008 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
Term Note ATerm Note • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus
This Note is a renewal, amendment and substitution, and not a refinance, discharge or in satisfaction, of that certain Term Note A dated as of June 30, 2011, in the original principal amount of Three Million Seven Hundred Fifty Thousand and no/100 Dollars ($3,750,000.00) executed and delivered by Borrower to Lender.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2012, is entered into by and between UNITED AMERICAN HEALTHCARE CORPORATION, a Michigan corporation (the “Company”), and ST GEORGE INVESTMENTS LLC, an Illinois limited liability company (the “Buyer”).
EXHIBIT 10.73Indemnification Agreement • November 4th, 2008 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
Revolving NoteRevolving Note • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus
This Revolving Note is a renewal and substitution, and not a refinance, discharge or in satisfaction, of that certain Revolving Note dated as of June 30, 2011, executed and delivered by Borrower to Lender in a maximum aggregate principal amount not to exceed One Million and no/100 Dollars ($1,000,000.00).
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS INFORMATIONSecurities Purchase Agreement • September 2nd, 2010 • United American Healthcare Corp • Insurance agents, brokers & service
On June 18, 2010, United American Healthcare Agreement ("UAHC") entered into a Securities Purchase and a Warrant Purchase Agreement to acquire 100% of the outstanding common units and warrants to purchase common units of Pulse Systems, LLC (“Pulse”). The consideration paid to acquire the common units and warrants of Pulse totaled approximately $9.46 million, which consisted of (a) cash paid at closing of $3.4 million, (b) a non-interest bearing note payable of $1.75 million (secured by a subordinated pledge of all the common units of Pulse), (c) 1,608,039 shares of UAHC common stock determined based on an initial value of $1.6 million, (d) an estimated purchase price adjustment of $210,364 based on targeted levels of net working capital, cash and debt of Pulse at the acquisition date and (e) the funding of $2.5 million for certain obligations of Pulse as discussed below. The shares of UAHC common stock were issued on July 12, 2010, upon approval by the UAHC board of directors on July 7
First Amendment to Promissory Note (5/16/12 – Note #4)Promissory Note • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus
This First Amendment to Promissory Note (the “First Amendment”) is made effective as of August 14, 2012, by and between UNITED AMERICAN HEALTHCARE CORPORATION, a Michigan corporation (the “Company”); and ST GEORGE INVESTMENTS LLC, an Illinois limited liability company (“Holder”).
Fourth Amendment to Loan and Security AgreementLoan and Security Agreement • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
This Fourth Amendment to Loan and Security Agreement (this “Fourth Amendment”), dated as of August 17, 2012, is by and between Fifth Third Bank, an Ohio banking corporation as successor by merger with Fifth Third Bank, a Michigan banking corporation, with an office located at 222 South Riverside Plaza, Chicago, Illinois 60606 (“Lender”), and Pulse Systems, LLC, a Delaware limited liability company, with its chief executive office located at 4090 Nelson Avenue, Suite J, Concord, California 94520 (“Borrower”).
Membership Interest Pledge AgreementMembership Interest Pledge Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Illinois
This Membership Interest Pledge Agreement (this “Pledge Agreement”) dated as of June 18, 2010, is executed and delivered by United American Healthcare Corporation, a Michigan corporation (“Pledgor”), to Fifth Third Bank, an Ohio banking corporation, successor by merger to Fifth Third Bank, a Michigan banking corporation (“Lender”), with its principal office located at 222 South Riverside Plaza, 30th Floor, Chicago, Illinois 60606.
NON-RECOURSE LOAN SALE AGREEMENTNon-Recourse Loan Sale Agreement • August 19th, 2014 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
THIS NON-RECOURSE LOAN SALE AGREEMENT (this “Agreement”), entered into as of this 15th day of August, 2014, by and among Fifth Third Bank, an Ohio banking corporation, as successor by merger to Fifth Third Bank, a Michigan banking corporation (“Seller”), Tonaquint, Inc., a Utah corporation (“Buyer”) and solely with respect to Section 4.4, John Fife, an individual (“Fife”).
1 EXHIBIT 10.45 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the "Guaranty") is made by Louis J. Nicholas (the "Guarantor") as of August 31, 1998, to and for the benefit of United American Healthcare Corporation (the "Beneficiary"). In consideration of...Guaranty Agreement • September 28th, 1998 • United American Healthcare Corp • Insurance agents, brokers & service • Maryland
Subordination AgreementSubordination Agreement • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
This Subordination Agreement (this “Agreement”) is made as of August 17, 2012, by and between Fifth Third Bank, an Ohio banking corporation, as successor by merger with Fifth Third Bank, a Michigan banking corporation (“Senior Lender”), and St George Investments LLC, an Illinois limited liability company (the “Subordinate Lender”) (Senior Lender and Subordinate Lender are hereinafter from time to time collectively referred to as “Lenders” or individually as a “Lender”).
First Amendment to Promissory Note (9/28/11 – Note #1)Promissory Note • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus
This First Amendment to Promissory Note (the “First Amendment”) is made effective as of August 14, 2012, by and between UNITED AMERICAN HEALTHCARE CORPORATION, a Michigan corporation (the “Company”); and ST GEORGE INVESTMENTS LLC, an Illinois limited liability company (“Holder”).
SETTLEMENT AGREEMENT AND MUTUAL FULL GENERAL RELEASESettlement Agreement • October 13th, 2011 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Michigan
This Settlement Agreement and Mutual Full General Release (this “Agreement”) is made and entered into on this 18th day of May, 2011, by and between William L. Dennis, an individual residing in Michigan (“Dennis”), and United American Healthcare Corporation, a Michigan corporation (the “Company”).
REDEMPTION AGREEMENTRedemption Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Delaware
This Redemption Agreement (this “Agreement”) is made as of June 18, 2010 by and between Pulse Systems, LLC, a Delaware limited liability company (the “Company”), and Pulse Systems Corporation, a California corporation (the “Investor”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • November 19th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
This Settlement Agreement and Mutual Release (this "Agreement") is made and entered into as of November 14, 2012 (the "Effective Date"), by and among Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership ("STEP"), Bruce R. Galloway ("Galloway"), Seth M. Lukash ("Lukash"), Gary L. Herman ("Herman"), RexonGalloway Capital Growth, a New Jersey limited liability company ("RexonGalloway"), Jacombs Investments, Inc., a Delaware corporation ("Jacombs Investments"), FBR, Inc., a New York corporation ("FBR"), United American Healthcare Corporation, a Michigan corporation ("UAHC"), Tom A. Goss ("Goss"), St. George Investments, LLC, an Illinois limited liability company ("St. George"), John M. Fife ("Fife"), Fife Trading, Inc., an Illinois corporation ("Fife Trading"), Iliad Research and Trading, L.P., a Delaware limited partnership ("Iliad Research and Trading"), Iliad Management, LLC, a Delaware limited liability company ("Iliad Management"), Chicago Venture
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2011 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of August 30, 2011, by and between ST. GEORGE INVESTMENTS, LLC, an Illinois limited liability company (the “Buyer”), and PULSE SYSTEMS CORPORATION, a California corporation (the “Seller”). Each of the Buyer and the Seller are referred to herein individually as a “Party” and collectively as the “Parties.”
EXHIBIT 10.33 THIS AGREEMENT OF PURCHASE AND SALE OF STOCK (this "Agreement"), dated September ___, 1997, by and among UNITED AMERICAN HEALTHCARE CORPORATION, a Michigan corporation (the "Seller"), CORPORATE HEALTHCARE FINANCING, INC., a Michigan...Purchase and Sale of Stock Agreement • October 14th, 1997 • United American Healthcare Corp • Insurance agents, brokers & service • Maryland
SECURITY AGREEMENTSecurity Agreement • August 27th, 2012 • United American Healthcare Corp • Surgical & medical instruments & apparatus • Illinois
This Security Agreement (this “Security Agreement”), dated as of August 14, 2012, is executed by United American Healthcare Corporation, a Michigan corporation (“Debtor”), in favor of St George Investments LLC, an Illinois limited liability company (“Secured Party”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG: CERTAIN MEMBERS OF PULSE SYSTEMS, LLC and UNITED AMERICAN HEALTHCARE CORPORATION June 18, 2010Securities Purchase Agreement • June 24th, 2010 • United American Healthcare Corp • Insurance agents, brokers & service • Michigan
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 18, 2010, by and among (i) United American Healthcare Corporation, a Michigan corporation (the “Buyer”); (ii) John M. Fife, an individual, as the Seller Representative (as defined below); (iii) Pulse Sellers, LLC, a Utah limited liability company, solely for purposes of Section 1.3, (iv) Pulse Holdings, LLC, a Utah limited liability company, solely for purposesof Section 1.3(d), and (v) those Members and Warrant Holders of Pulse Systems, LLC, a Delaware limited liability company (the “Company”) set forth on Schedule 1.1 hereto. Each such Member and Warrant Holder is referred to herein individually as a “Seller” and collectively as the “Sellers.” Each of the Buyer and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Exhibit A hereto.
