PLEDGE AGREEMENT (U.S. Health Services Corp.)Pledge Agreement • August 18th, 2006 • Standard Management Corp • Retail-drug stores and proprietary stores • Indiana
THIS PLEDGE AGREEMENT (this “Agreement”), made as of July 27, 2006, by U.S. Health Services Corp., a Delaware corporation (“Pledgor”), in favor of Michael G. Browning (“Lender”).
SECURITY AGREEMENTSecurity Agreement • August 18th, 2006 • Standard Management Corp • Retail-drug stores and proprietary stores • Indiana
THIS SECURITY AGREEMENT (this “Agreement”), made on the 27th day of July, 2006, by Rainier Home Health Care Pharmacy, Inc., a Washington corporation, having its chief executive office at 1600 South Lane, Seattle, WA 98144 (Organizational I.D. No. 600 635 804) (“Rainier”), Precision HealthCare, Inc., a Tennessee corporation, having its chief executive office at 441 Donelson Pike, Suite 395, Nashville, TN 37214 (Organizational I.D. No. 0384185) (“Precision”), Long Term Rx, Inc., an Indiana corporation, having its chief executive office at 540 N. Memorial, New Castle, IN 47362 (Organizational I.D. No. 1996010564) (“Long Term Rx”), Home Med Channel, Inc., an Indiana corporation having its chief executive office at 10689 North Pennsylvania Street, Indianapolis, Indiana 46280 (Organizational I.D. No. 1996011223) (“Home Med”), Holland Compounding Pharmacy, Inc., a Washington corporation having its chief executive office at 810 Metcalf, Sedro-Woolley, Washington 98284 (Organizational I.D. No.
ASSET PURCHASE AGREEMENT by and among OMNICARE, INC., STANDARD MANAGEMENT CORPORATION, RAINIER HOME HEALTH CARE PHARMACY, INC., HOLLAND COMPOUNDING PHARMACY, INC. and HOLLAND DRUG STORE, INC. Dated as of July 28, 2006Asset Purchase Agreement • August 18th, 2006 • Standard Management Corp • Retail-drug stores and proprietary stores • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2006 by and among Omnicare, Inc., a Delaware corporation (“Purchaser”), Standard Management Corporation, an Indiana corporation (“Parent”), and Rainier Home Health Care Pharmacy, Inc., Holland Compounding Pharmacy, Inc. and Holland Drug Store, Inc., each a Washington corporation and each an indirect wholly owned subsidiary of Parent (each a “Seller” and collectively “Seller”).
GUARANTYGuaranty • August 18th, 2006 • Standard Management Corp • Retail-drug stores and proprietary stores • Indiana
THIS GUARANTY is made on the 27th day of July, 2006, by Rainier Home Health Care Pharmacy, Inc., a Washington corporation (“Rainier”), Precision Healthcare, Inc., a Tennessee corporation (“Precision”), Long Term Rx, Inc., an Indiana corporation (“Long Term Rx”), Home Med Channel, Inc., an Indiana corporation (“Home Med”), Holland Compounding Pharmacy, Inc., a Washington corporation (“Holland CP”), and Holland Drug Store, Inc. a Washington corporation (“Holland”, and collectively with Rainier, Precision, Long Term Rx, Home Med, and Holland CP, “Guarantors”), in favor of Michael G. Browning (“Lender”).
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • August 18th, 2006 • Standard Management Corp • Retail-drug stores and proprietary stores
This Omnibus Amendment and Waiver (this “Amendment”), dated as of May 23, 2006, by and between Standard Management Corporation, an Indiana corporation (the “Company”) and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”), amends that certain (i) Securities Purchase Agreement, dated as of March 21, 2005 (the “Initial Closing Date”), by and between the Company and the Purchaser (as amended, modified or supplemented, the “Securities Purchase Agreement”); (ii) that certain Secured Convertible Term Note, issued as of March 21, 2005 by the Company in favor of Purchaser in the initial face amount of $4,750,000 (as amended, modified or supplemented, the “Term Note”); (iii) that certain Common Stock Purchase Warrant, issued as of March 21, 2005 by the Company in favor of Purchaser (as amended, modified or supplemented, the “Warrant”); and (v) that certain Mortgage, Assignment of Rents and Leases and Fixture Filing dated as of the date hereof made by the Company in favor of th
