SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • June 8th, 2006 • Mso Holdings Inc • Services-hospitals • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF IT UNDER THE ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE MAKER THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS NOTE AND THE SECURITIES PURCHASE AGREEMENT, DATED MAY __, 2006 (THE “PURCHASE AGREEMENT”), AND NO TRANSFER OF THIS SECURITY SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. THE TRANSFERABILITY OF THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE PURCHASE AGREEMENT, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE MAKER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2006 • Mso Holdings Inc • Services-hospitals • Delaware
This AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”) is made and effective as of May 9th, 2006 (the “Effective Date”), by and among MSO Holdings, Inc., a Delaware corporation (the “Parent”); the undersigned Investors (the “Investors”) and the undersigned Common Holders (the “Common Holders”) who are parties to that certain Amended and Restated Stockholders Agreement dated July 30, 2004 by and among the Company, the Investors and the Common Holders, as amended by that certain Amendment to Amended and Restated Stockholders Agreement dated May 26, 2005 (“Amendment No. 1”) (the “Stockholders Agreement”), which Investors represent a majority in interest of the outstanding Series A Stock and which Common Holders represent a majority in interest of the Common Holders. Terms used in this Amendment but not defined herein shall have the respective meanings set forth in the Stockholders Agreement.
ESCROW AGREEMENTEscrow Agreement • June 8th, 2006 • Mso Holdings Inc • Services-hospitals • California
SECURITY AGREEMENTSecurity Agreement • June 8th, 2006 • Mso Holdings Inc • Services-hospitals • Delaware
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 8th, 2006 • Mso Holdings Inc • Services-hospitals • Delaware
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made as of May 9th, 2006, by and among Commonwealth Associates, L.P., in its capacity as collateral agent (the “Collateral Agent”), acting for and on behalf of the holders of those certain Secured Convertible Promissory Notes (collectively, the “Notes”) issued under that (a) that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”) (each holder of a Note and including, without limitation, the Collateral Agent, a “Lender” and, collectively, the “Lenders”), and MSO Holdings, Inc., a Delaware corporation (the “Borrower”).
