ContractStandard Management Corp • August 6th, 2008 • Retail-drug stores and proprietary stores • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 25, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2008 • Standard Management Corp • Retail-drug stores and proprietary stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2008, by and among Standard Management Corporation, an Indiana corporation with its headquarters located at 10689 N. Pennsylvania Street, Indianapolis, IN 46280 (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 • August 6th, 2008 • Standard Management Corp • Retail-drug stores and proprietary stores • New York
SECURITY AGREEMENT (this “Agreement”), dated as of July 25, 2008, by and among Standard Management Corporation, an Indiana Corporation (“Parent”), U.S. Health Services Corporation; Standard Marketing Corporation; Standard Management Financial Corporation; Universal HealthCare Company, LLC; (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2008 • Standard Management Corp • Retail-drug stores and proprietary stores • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 25, 2008, by and among Standard Management Corporation an Indiana corporation, with headquarters located at 10689 N. Pennsylvania Street, Indianapolis, IN 46280 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
