JOINDER AGREEMENT
Exhibit
10.8
THIS
JOINDER AGREEMENT (this “Joinder
Agreement”)
is
executed as of August 22, 2006 by Patients & Physicians, Inc., a Delaware
corporation (the “Joining
Party”),
and
delivered to the Purchasers as listed on Schedule A hereto (the “Purchasers”).
Except as otherwise defined herein, terms used herein and defined in the
Securities Purchase Agreement (as defined below) shall be used herein as therein
defined.
W
I T N E
S S E T H:
WHEREAS,
Flagship Healthcare Management, Inc., a Delaware corporation (“Flagship”),
and
the Purchasers have entered into a Securities Purchase Agreement, dated as
of
January 30, 2006 (as amended, modified or supplemented from time to time, the
“Purchase
Agreement”),
providing for the issuance of certain Notes and Warrants and the execution
of
the Related Agreements referred to in the Securities Purchase Agreement;
and
WHEREAS,
the Joining Party is a direct Parent of Flagship and is required pursuant to
the
provisions of the Securities Purchase Agreement to become a party to the Master
Security Agreement, dated as of January 30, 2006, between Flagship and the
holders listed on Schedule A thereto (the “Holders”)
(as
amended, modified or supplemented from time to time, the “Master
Security Agreement”);
NOW,
THEREFORE, in consideration of the foregoing and other benefits accruing to
the
Joining Party, the receipt and sufficiency of which are hereby acknowledged,
the
Joining Party hereby makes the following representations and warranties to
the
Purchasers and hereby covenants and agrees with the Purchasers as
follows:
1. The
Joining Party is hereby added as an Assignor under the Master Security
Agreement; all references to “Assignor” or “Assignors” thereunder shall
hereafter be deemed to include it.
2. The
Joining Party agrees that, upon its execution hereof, it will become an Assignor
under, and as defined in, the Master Security Agreement, and will be bound
by
all terms, conditions and duties applicable to an Assignor under the Master
Security Agreement. Without limitation of the foregoing and in furtherance
thereof, as security for the due and punctual payment of the Obligations (as
defined in the Master Security Agreement), the Joining Party hereby reaffirms
and pledges, hypothecates, assigns, transfers, sets over and delivers to the
Purchasers and grants to the Purchasers a security interest in all Collateral
(as defined in the Master Security Agreement), if any, now owned or at any
time
hereafter acquired by the Joining Party, or in which such Assignor now has
or at
any time in the future may acquire any right, title or interest.
3. Without
limiting the foregoing, the Joining Party hereby makes and undertakes each
covenant, representation and warranty made by each Assignor pursuant to the
Master Security Agreement, in each case as of the date hereof and agrees to
be
bound by all covenants, agreements and obligations of an Assignor pursuant
to
the Master Security Agreement.
4. Schedule
A to the Master Security Agreement is hereby replaced with Schedule A to this
Joinder Agreement.
5. This
Joinder Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and its successors and permitted
assigns, provided,
however,
the
Joining Party may not assign any of its rights, obligations or interest
hereunder or under the Master Security Agreement or any Related Agreement
without the prior written consent of the Purchasers.
6. THIS
JOINDER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
7. This
Joinder Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which shall constitute one instrument. In
the
event that any provision of this Joinder Agreement shall prove to be invalid
or
unenforceable, such provision shall be deemed to be severable from the other
provisions of this Joinder Agreement which shall remain binding on all parties
hereto.
8. From
and
after the execution and delivery hereof by the parties hereto, this Joinder
Agreement shall constitute a “Related Agreement” for all purposes of the
Securities Purchase Agreement and the Related Agreements.
9. The
effective date of this Joinder Agreement is August 22, 2006.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to be
duly
executed as of the date first above written.
| PATIENTS & PHYSICIANS, INC. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | ||
| Title: Chairman and Chief Executive Officer | ||
Accepted
and Acknowledged by:
FLAGSHIP
PATIENT ADVOCATES, INC.
By:
/s/
Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
Name: Xxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
SCHEDULE
A
|
PURCHASERS
|
|
Xxxx.
X. Xxxxx
|
|
OldIron
Sports & Entertainment Company, Inc.
|
|
Xxxxxxxx
Xxxxxxxxxx, M.D.
|
|
Xxxxxx
Xxxxxx
|
|
Xxxxxxx
Xxxxx
|
|
Xxxxxx
Xxxxx
|
|
Xxxx
Xxxxxxx
|
|
Valhalla
Investment Partners, LP
|
|
Xxxxx
London, M.D.
|
|
Xxxx
Xxxxx, M.D.
|
|
Xxxxxx
Xxxxx
|
|
Pike
Xxxxxxxx
|
