LOAN AND SECURITY AGREEMENT among SEBRING SOFTWARE, INC. as Borrower, SEBRING DENTAL OF ARIZONA, L.L.C., AAR ACQUISITION, L.L.C. and SEBRING MANAGEMENT FL, LLC each as Guarantor andLoan and Security Agreement • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • New York
This LOAN AND SECURITY AGREEMENT is dated as of April 25, 2013 and entered into by and among SEBRING SOFTWARE, INC., a Nevada corporation (“Borrower”), SEBRING DENTAL OF ARIZONA, L.L.C., an Arizona limited liability company, AAR ACQUISITION, L.L.C., an Arizona limited liability company, SEBRING MANAGEMENT FL, LLC, a Florida limited liability company, and each other Person that is, or may from time to time hereafter become, a party to this Agreement as a guarantor, specifically including AZ Perio upon consummation of the AZ Perio Acquisition and execution and delivery of the Joinder Agreement, as such terms are defined below (collectively, the “Guarantors,” and each a “Guarantor”), MIDMARKET CAPITAL PARTNERS, LLC, a Delaware limited liability company (“MMCP”), in its capacity as agent for the Lenders, as hereinafter defined (in such capacity, the “Agent”) and each of the financial institutions which is now or which hereafter becomes a party hereto as a lender (each individually a “Lende
CONSULTING AGREEMENTConsulting Agreement • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Consulting Agreement (“Agreement”) is made between SEBRING SOFTWARE, INC. (“Company”), Dennis J. L. Buchman, DMD, P.L., a Florida professional limited liability company (“Consultant”), and Dennis J. L. Buchman, D.M.D. (“Buchman”) entered into and effective on April 25, 2013.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Agreement and Plan of Merger (this “Agreement”), dated as of April 25, 2013, is entered into by and among Orthodontic Specialists Management, LLC, a Florida limited liability company (the “Company”), Alan D. Shoopak, D.M.D. (“Shoopak”) and Dennis J. L. Buchman, D.M.D. (“Buchman” and collectively with Shoopak, “Sellers”), Sebring Management FL, LLC, a Florida limited liability company (“Merger Sub”), and Sebring Software, Inc., a Nevada corporation (“Parent”). Each of Shoopak and Buchman may be referred to individually as a “Seller.” Parent and Merger Sub are sometimes referred to individually as a “Buyer” and collectively as “Buyers.”
Asset Purchase AgreementAsset Purchase Agreement • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • Arizona
THIS AGREEMENT (the “Agreement”) made as of the 25th day of March, 2013, between AAR Acquisition, LLC, an Arizona Limited Liability Company and/or assigns (the “Buyer”) and Byron J. Larsen, a married man, Jennifer Iacobelli, a married woman, Mitchell W. Ellingson, a married man, Kathryn Ellingson, a married woman, MEBL Dental Management, P.C., an Arizona Professional Corporation, Byron J. Larsen, DDS, PLLC, an Arizona Professional Limited Liability Company, Image Dentistry of Glendale, P.C., an Arizona Professional Corporation, Image Dentistry of Peoria, P.C., an Arizona Professional Corporation, and Dentelli Corp., an Arizona corporation (collectively, the “Seller”).
