ContractWarrant Agreement • March 30th, 2007 • 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 MARCH 13, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 20__, 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 • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
SECURITY AGREEMENT (this “Agreement”), dated as of _______, 200__ 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”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of ________, 20__, 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”).
NONCOMPETITION AND CONFIDENTIALITY AGREEMENT IN FAVOR OF PREMIER MEDICAL SERVICES, LLC (the “Company”)Noncompetition and Confidentiality Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Florida
THIS NONCOMPETITION AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made as of _________________________, by MEDICAL RESOURCES, INC., located at ____________________________________________________(“Covenantor”) in favor of the Company.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Alberta
This independent contractor agreement (the “Agreement”) is dated as of March 1st, 2007, and is between BANYAN CORPORATION its subsidiaries and affiliated companies, (collectively referred to as the “Company”), and WILLOWBROOK CONSULTING LTD., an Alberta Corporation (the “Independent Contractor”).
GUARANTYGuaranty • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine
In consideration of, and as an inducement to, Seller to sell all its customer accounts and account agreements (collectively, the “Assets”) to PREMIER MEDICAL SERVICES, LLC (the “Purchaser”) and enter into the Asset Purchase Agreement executed simultaneously herewith, the undersigned hereby guarantees to Seller, and its successors and assigns, that the Purchaser shall timely and fully satisfy its monetary obligation to pay Seller 30% of Purchaser’s gross collections as required under Section 2.1 of the Asset Purchase Agreement. This is a guaranty of payment and not of collection. The undersigned must render any payment guaranteed herein, upon demand, if Purchaser fails or refuses to do so. For so long as the Purchaser is subject to any liability or obligation guaranteed hereunder, this guaranty is continuing and irrevocable. Except as expressly required above, the undersigned is not guarantying any other obligation of the Purchaser, including any shortfall payment owed under the last 2
ASSIGNMENTAssignment • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine
THIS ASSIGNMENT (the “Assignment”) is dated as of the 12th day of March, 2007, is entered by Medical Resources, Inc., a Virginia corporation (“ASSIGNOR”) in favor of Premier Medical Services, LLC, a Florida limited liability company (the “ASSIGNEE”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of _______, 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”).
ASSET PURCHASE AGREEMENT between MEDICAL RESOURCES, INC. and PREMIER MEDICAL SERVICES, LLCAsset Purchase Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Florida
The foregoing document was acknowledged before me this 7th day of March, 2007, by Hunter Reynolds, in the capacity represented above, who is personally known to me or who has produced VADL as identification and who (did / did not) [circle one] take an oath. WITNESS my hand and official seal in the County and State last aforesaid this 7th day of March, 2007.
