REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
This Agreement is made pursuant to the Amended and Restated Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and Flagship Patient Advocates, Inc., a Delaware corporation (“Flagship”) (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
ContractPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PATIENTS & PHYSICIANS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of this 20th day of February, 2004, by and among Flagship Healthcare Management, Inc., a Delaware corporation (together with any predecessors or successors thereto as the context requires, the “Company”) and the investors named in Exhibit A attached hereto, as amended from time to time in accordance with Section 1.4 below. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
PROMISSORY NOTEPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation
FOR VALUE RECEIVED, FLAGSHIP PATIENT ADVOCATES, INC. (the “Borrower”), hereby promises to pay to Apollo Medical Offshore Partners, LP (the “Lender”), as the holder of this promissory note (the “Note”), the principal remaining unpaid, together with all accrued interest one year from the date hereof. In the event the Borrower completes the closing of the next round of financing of at least an additional Four Million Dollars ($4,000,000.00), the Note, including all accrued interest, shall become convertible into the form of securities issued in such next round of financing at the price per share of the securities issued in such financing. Interest shall accrue at the prime rate reported in the Wall Street Journal for the business day immediately prior to the date of issuance of the Note and shall be calculated based on a 365-day year and shall be paid at maturity of the Note. Borrower may prepay any or all of the unpaid principal without penalty.
JOINDER AGREEMENTJoinder Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
THIS JOINDER AGREEMENT (this “Joinder Agreement”) is executed as of August 22, 2006 by Patients & Physicians, Inc., a Delaware corporation (the “Joining Party”), and delivered to the Purchasers as listed on Schedule A hereto (the “Purchasers”). Except as otherwise defined herein, terms used herein and defined in the Securities Purchase Agreement (as defined below) shall be used herein as therein defined.
INDIVIDUAL REAFFIRMATION AND RATIFICATION AGREEMENT August 22, 2006Individual Reaffirmation and Ratification Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
REAFFIRMATION AND RATIFICATION AGREEMENT August 22, 2006Reaffirmation and Ratification Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
GUARANTYGuaranty • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
FOR VALUE RECEIVED, and in consideration of note purchases, loans made or to be made or credit otherwise extended or to be extended by the purchasers, as listed on Schedule A hereto, (the “Purchasers”) to or for the account of Flagship Patient Advocates, Inc., a Delaware corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Purchasers may deem advisable, each of the undersigned (and each of them if more than one, the liability under this guaranty (“Guaranty”) being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to the Purchasers, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of
ContractPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation • New York
THIS NOTE AND THE COMMON SHARES 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 COMMON SHARES 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 PATIENTS & PHYSICIANS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTEPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation
FOR VALUE RECEIVED, FLAGSHIP PATIENT ADVOCATES, INC. (the “Borrower”), hereby promises to pay to Apollo Medical Partners, LP (the “Lender”), as the holder of this promissory note (the “Note”), the principal remaining unpaid, together with all accrued interest one year from the date hereof. In the event the Borrower completes the closing of the next round of financing of at least an additional Four Million Dollars ($4,000,000.00), the Note, including all accrued interest, shall become convertible into the form of securities issued in such next round of financing at the price per share of the securities issued in such financing. Interest shall accrue at the prime rate reported in the Wall Street Journal for the business day immediately prior to the date of issuance of the Note and shall be calculated based on a 365-day year and shall be paid at maturity of the Note. Borrower may prepay any or all of the unpaid principal without penalty.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD., FLAGSHIP PATIENT ADVOCATES, INC. and PATIENTS & PHYSICIANS, INC. Dated: August 22, 2006Securities Purchase Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2006, by and among FLAGSHIP PATIENT ADVOCATES, INC. (f/k/a Flagship Healthcare Management, Inc.), a Delaware corporation (the “Company”), PATIENTS & PHYSICIANS, INC. (f/k/a Finity Holdings, Inc.), a Delaware corporation (“Patients”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
