ContractSecured Convertible Promissory Note • August 28th, 2007 • Medirect Latino Inc • Services-misc health & allied services, nec
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES ACQUISITION AND INVESTOR RIGHTS AGREEMENTSecurities Acquisition and Investor Rights Agreement • August 28th, 2007 • Medirect Latino Inc • Services-misc health & allied services, nec • Illinois
This Securities Acquisition and Investor Rights Agreement (this "Agreement") is dated as of December 8, 2006 by and among MEDirect Latino Inc., a Florida corporation (the "Company"), and Granite Creek FlexCap I, L.P., a Delaware limited partnership (the "Holder").
AMENDMENT NO. 1 TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 28th, 2007 • Medirect Latino Inc • Services-misc health & allied services, nec
This Amendment No. 1 ("Amendment No. 1") to that certain Loan and Security Agreement dated December 8, 2006 (the "Original Agreement") by and among MEDirect Latino Inc. (the "Borrower"), Granite Creek FlexCap I, L.P., St. Cloud Capital Partners, L.P., Bedford Oak Partners, L.P., Fred B. and Lois Tarter, Hungry Lizard, LLC and KKP Investments II LLC (collectively, the "Lenders") and Granite Creek Partners, L.L.C. ("Agent") is entered into as of this ___ day of April 2007 by and among the Borrower, the Lender and the Agent.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 28th, 2007 • Medirect Latino Inc • Services-misc health & allied services, nec • Illinois
This LOAN AND SECURITY AGREEMENT dated as of December 8, 2006 (the "Agreement"), is executed by and between MEDIRECT LATINO INC., a Florida corporation (the "Borrower"), whose address is 2102 West Atlantic Boulevard, Suite 101, Pompano Beach, Florida 33069, and GRANITE CREEK FLEXCAP I, L.P., a Delaware limited partnership (the "Fund"), whose address is 222 West Adams, Suite 1980, Chicago, Illinois 60606, ST. CLOUD CAPITAL PARTNERS, L.P., a Delaware limited partnership, whose address is 10866 Wilshire Boulevard, Suite 1450, Los Angeles, California 90024, BEDFORD OAK PARTNERS, L.P., a Delaware limited partnership ("Bedford Oak"), whose address is 100 South Bedford Road, Mt. Kisco, New York 10549, FRED B. AND LOIS TARTER, individual residents of the State of New York (the "Tarters"), whose address is 210 East 39th Street., New York, New York 10016, HUNGRY LIZARD, LLC, an Ohio limited liability company ("Hungry Lizard"), and KKP INVESTMENTS II LLC, a Delaware limited liability company ("KK
