ContractWarrant Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 8, 2004, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 8, 2004, by and among Banyan Corporation, an Oregon corporation with its headquarters located at 1925 Century Park East, Suite 500, Los Angeles, California 90067 (the "Company"), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "Initial Investors").
SECURITY AGREEMENTSecurity Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
SECURITY AGREEMENT (this "Agreement"), dated as of November 8, 2004, by and among Banyan Corporation, an Oregon corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of November 8, 2004, by and among Banyan Corporation, an Oregon corporation (the "Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 8, 2004, by and among Banyan Corporation, an Oregon corporation, with headquarters located at 1925 Century Park East, Suite 500, Los Angeles, California 90067 (the "Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of November 8, 2004, among Banyan Corporation, an Oregon corporation (the "Company"), Michael J. Gelmon (the "Pledgor"), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Pledgees").
