AHPC HOLDINGS, INC. CLASS A WARRANT TO PURCHASE COMMON STOCK September 21, 2005Warrant Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Illinois
THIS CERTIFIES THAT, for value received, __________________ with a principal residence or business at _____________________________________ (the “Holder”) is entitled to purchase from AHPC Holdings, Inc., a Maryland corporation (the “Company”), at any time or from time to time after the date hereof and ending at 5:00 p.m. Chicago, Illinois time on the fifth (5th) calendar anniversary of the date hereof, __________ shares (the “Shares”) of common stock of the Company (the “Common Stock”). Each Share subject to this Warrant may be purchased for a price per share equal to $3.50 (the “Warrant Price”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Maryland
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the 21st day of September, 2005, by and between AHPC HOLDINGS, INC., a Maryland corporation (the "Company"), and each of the investors listed on Schedule A hereto (collectively, the "Investors" and each an "Investor"), each of whom is a holder of warrants to purchase the Company's common stock, whether Class A, Class B or Placement Agent Warrants (collectively, the "Warrants").
PROMISSORY NOTEPromissory Note • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Illinois
FOR VALUE RECEIVED, AHPC Holdings Inc., a Maryland corporation ("Borrower") hereby promises to pay to the order of ________________________ ("Lender"), at Lender's principal office or residence at ___________________________________or at such other place or places as Lender may from time to time designate in writing, the principal sum of _________________ Dollars ($__________) or so much thereof as may from time to time be advanced hereunder, with interest on the principal balance outstanding from time to time, all as hereinafter set forth.
SECURITY AGREEMENTSecurity Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Illinois
THIS SECURITY AGREEMENT (this "Agreement") is dated for reference purposes only as of September 21, 2005 by and between AHPC Holdings, Inc., a Maryland corporation and American Health Products Corporation, a Texas corporation (collectively, "Borrower") with its principal office located at 80 Internationale Blvd., Unit A, Glendale Heights, Illinois 60139, as debtor, and each of the parties appearing on Schedule A to this Agreement (collectively the "Lender"), as Lenders. Each Lender hereby names and appoints William Thimes, an individual affiliated with the Placement Agent in the Offering (as such terms are defined in the Borrower's Confidential Subscription Document dated September 7, 2005) as its collateral agent for each Lender ("Collateral Agent") for the purpose of filing all financing statements, mortgages, collateral assignments, claims and otherwise enforcing all rights and remedies of the Lenders under any of the Loan Documents as a collective group. The Collateral Agent shall
SUBORDINATION AGREEMENTSubordination Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Michigan
THIS SUBORDINATION AGREEMENT ("Agreement") is made as of the 21st day of September, 2005, by and among GREENFIELD COMMERCIAL CREDIT, L.L.C., a Michigan limited liability company ("Lender"), AHPC HOLDINGS, INC., a Maryland corporation and AMERICAN HEALTH PRODUCTS CORPORATION, a Texas corporation (collectively, "Borrower"), and William Thimes, as Collateral Agent for the creditors party to the Junior Indebtedness Documents ("Creditor").
AHPC HOLDINGS, INC. 7% SECURED NOTES WITH ATTACHED WARRANTS SECURED DEBT PLACEMENT AGREEMENTSecured Debt Placement Agreement • October 7th, 2005 • AHPC Holdings, Inc. • Wholesale-miscellaneous nondurable goods • Illinois
THIS SECURED DEBT PLACEMENT AGREEMENT (the “Agreement”) is entered into as of the date set forth on the signature page hereof by and between AHPC Holdings, Inc., a Maryland corporation (the “Company” or “AHPC”), and LaSalle St. Securities, LLC, a Delaware limited liability company (“LaSalle”) (collectively, the “Parties”).
