SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 1, 2006, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 1, 2006, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 1, 2006, by and between PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey
THIS SUBSIDIARY SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 1, 2006, by and between PACER HEALTH MANAGEMENT CORPORATION, a Louisiana corporation (the “Company”), and Cornell Capital Partners, LP (the “Secured Party”).
INSIDER PLEDGE AND ESCROW AGREEMENTInsider Pledge and Escrow Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey
THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of April 1, 2006 (the “Effective Date”) by and among RAINIER GONZALEZ (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS April 1, 2006Irrevocable Transfer Agent Instructions • April 7th, 2006 • Pacer Health Corp • Services-business services, nec
This letter shall serve as the Company’s irrevocable authorization and direction to Computershare Trust Company (the “Transfer Agent”) to do the following:
