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
