INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
This INVESTOR RIGHTS AGREEMENT (“Agreement”), is made as of June 9, 2003, by and among Superior Consultant Holdings Corporation, a Delaware corporation (the “Company”), and the holders of Company Securities set forth on the Holders Schedule attached hereto (collectively, the “Holders”) and, solely for purposes of Section 6 hereof, Richard D. Helppie, Jr., (“Helppie”) both individually and as trustee of The Richard D. Helppie, Jr. Trust (the “Trust”).
GUARANTY AGREEMENTGuaranty Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
This GUARANTY AGREEMENT (the “Guaranty”) is made and entered into as of June 9, 2003 by and among the subsidiaries of Superior Consultant Holdings Corporation, a Delaware corporation (“Holdings”), and Superior Consultant Company, Inc., a Michigan corporation (“OpCo” and together with Holdings, “Superior”) listed on Schedule A attached hereto (each subsidiary a “Guarantor” and collectively, the “Guarantor(s)”), Holdings, OpCo, Camden Partners Strategic Fund II-A, L.P., a Delaware limited partnership and Camden Partners Strategic Fund II-B, L.P., a Delaware limited partnership (“Camden II-B” and, together with Camden II-A, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
SECURITIES PURCHASE AGREEMENT dated as of June 9, 2003 (this “Agreement”), by and between Superior Consultant Holdings Corporation, a Delaware corporation (the “Company”), Superior Consultant Company, Inc., a Michigan corporation (“OpCo”), and the purchasers set forth on the Purchasers Schedule attached hereto (collectively the “Purchasers”).
SUPERIOR CONSULTANT HOLDINGS CORPORATION 17570 West Twelve Mile Road Southfield, Michigan 48076 June 9, 2003Superior Consultant Holdings Corp • June 13th, 2003 • Services-management consulting services
This letter will confirm our agreement that, upon your purchase of $7.5 million principal amount Senior Subordinated Debentures due 2006 (the “Debentures”), together with warrants (the “Warrants”) to purchase, initially, up to 807,000 shares (subject to adjustment) of common stock, par value $.01 per share (the “Common Stock”), of Superior Consultant Holdings Corporation (the “Company”), Camden Partners Strategic Fund II-A, L.P. and Camden Partners Strategic Fund II-B, L.P. (collectively, the “Camden Group”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to you in the applicable financing instruments.
WARRANT AGREEMENT Dated as of June 9, 2003 between Superior Consultant Holdings Corporation as Issuer, and the Warrantholders Party HeretoWarrant Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
WARRANT AGREEMENT dated as of June 9, 2003, between, Superior Consultant Holdings Corporation, a Delaware corporation (the “Company”), and each of the warrantholders party hereto (collectively, with their successors and assigns, the “Warrantholders”).
