SHAREHOLDERS’ AGREEMENTShareholders Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS SHAREHOLDERS AGREEMENT (this "Agreement") dated as of ___________ __, 2004 is entered into by and among PET CAPITAL PARTNERS, LLC (“PET”), ABSOLUTE RETURN EUROPE FUND (“ARE”), NAFT VENTURES I LLC (“NAFT”), MARC H. BELL (“Bell”), DANIEL STATON (“Staton”), CARE CONCEPTS I, INC., a Delaware corporation (“CCI”); and PENTHOUSE MEDIA GROUP INC., formerly known as GENERAL MEDIA, INC., a Delaware corporation (the “Company”), as amended from time to time to add such other person(s) who may hereafter become a party to this Agreement. PET, ARE, NAFT, Bell, Staton, individually and together with their respective Affiliates, are hereinafter sometimes individually referred to as a “Bell/Staton Group Party” and collectively referred to as the “Bell/Staton Group Parties.” The Bell/Staton Group Parties and CCI and such other persons who may hereafter become a party to this Agreement are sometimes referred to herein individually as a "Shareholder" and collectively as the "Shareholders."
Care Concepts I, Inc. Shares of Series E Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • California
Care Concepts I, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Monarch Pointe Fund, Ltd. (the “Purchaser”) and Mercator Advisory Group, LLC (“MAG”) as set forth below.
SECURITY AGREEMENTSecurity Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 24, 2004 (the “Effective Date”), is made by and among (A) CARE CONCEPTS I, INC., a Delaware corporation (“CCI”), MEDIA BILLING COMPANY LLC, a New York limited liability company “Media Billing”) and INTERNET BILLING COMPANY LLC, a Georgia limited liability company (“iBill”); (B) NEWMAN & NEWMAN, P.C. (the “Collateral Agent”), acting on behalf of the “Secured Parties” (hereinafter defined): and (C) the persons or entities who have executed this Agreement on the signature page hereof as “Secured Parties. Each of CCI, Media Billing and iBill are hereinafter individually referred to as a “Debtor” and are hereinafter sometimes collectively referred to as the “Debtors.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • California
AGREEMENT dated as of September ___, 2004, between MONARCH POINTE FUND, LTD., (the “Fund”) and MERCATOR ADVISORY GROUP, LLC (“Mercator”) (the Fund and Mercator are referred to individually as a “Holder” and collectively as the “Holders”), and CARE CONCEPTS I, INC., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENT by and among CARE CONCEPTS I, INC. and PENTHOUSE INTERNATIONAL, INC. DATED: JULY 22, 2004Securities Purchase Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into this 22nd day of July 2004, by and among PENTHOUSE INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Florida (“Penthouse”); and CARE CONCEPTS I, INC., a corporation formed under the laws of the State of Delaware (“CCI”). Penthouse and CCI are referred to herein individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AND SECURITIES PURCHASE AGREEMENTSettlement and Securities Purchase Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS AGREEMENT (“Agreement”), dated this 21st day September 2004 (the “Execution Date”), is entered into by and among PET CAPITAL PARTNERS, LLC (“PET”), ABSOLUTE RETURN EUROPE FUND (“ARE”), EUROPEAN CATALYST FUND (“ECF”), SUSAN DEVINE (“Devine”), NAFT VENTURES I LLC (“NAFT”), MARC H. BELL (“Bell”), DANIEL STATON (“Staton”), DR. LUIS ENRIQUE MOLINA GALEANA (“Molina”), PENTHOUSE INTERNATIONAL, INC., a Florida corporation (“PII”), THE MOLINA VECTOR INVESTMENT TRUST, a California trust (the “Molina Trust”); GMI INVESTMENT PARTNERS, a New York general partnership (“GMI Partners”); and MILBERG WEISS BERSHAD & SCHULMAN LLP (the “Escrow Agent”). Each of PET, ARE, Devine, NAFT, Bell, Staton, Molina, PII, the Molina Trust, GMI Partners and the Escrow Agent is hereinafter referred to individually as a “Party” and collectively as the “Parties”).
Care Concepts I, Inc. 10% Series F Convertible Senior Secured Preferred Stock due 2009 SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
Care Concepts I, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with each of Vestcap International Management Limited and Castlerigg Master Investments Limited (“Castlerigg”) (individually, the “Purchaser” and collectively, the "Purchasers"), as set forth below.
ContractStock Purchase Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
This Stock Purchase Agreement (“Agreement”) is made and entered into as of the 23rd day of September 2004, by and among GMI Investment Partners, a New York general partnership (the “Seller”); Care Concepts I, Inc., a Delaware corporation (the “Company”); and Penthouse International, Inc., a Florida corporation (“PSHL”). The Seller, the Company and PSHL are hereinafter collectively referred to as the “Parties.”
PLEDGE AGREEMENTPledge Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of September 28, 2004 is made by CARE CONCEPTS I, INC., a Delaware corporation (“CCI” or the “Pledgor”), in favor of NEWMAN & NEWMAN, P.C. (the “Collateral Agent”), on behalf of the persons or entities who have executed this Pledge Agreement on the signature pages hereof as “Pledgees.”
PLEDGE AGREEMENTPledge Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of September 28, 2004 is made by CARE CONCEPTS I, INC., a Delaware corporation, MEDIA BILLING COMPANY LLC, a New York limited liability company “Media Billing”) (“CCI” and “Media Billing Company” are sometimes collectively referred to as the “Pledgors”), in favor of NEWMAN & NEWMAN, P.C. (the “Collateral Agent”), on behalf of CASTLERIGG MASTER INVESTMENTS LIMITED (“Castlerigg”) and VESTCAP INTERNATIONAL MANAGEMENT LIMITED (“Vestcap”, Castlerigg and Vestcap are collectively referred to as the “Pledgees.”).
ContractConvertible Note Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PENTHOUSE INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
