FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 2nd, 2018 • Birner Dental Management Services Inc • Services-health services • Colorado
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is effective this 28th day of December, 2017, by and among GUARANTY BANK AND TRUST COMPANY, a Colorado bank (“Bank”), and BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation (“Borrower”). Bank and Borrower may sometimes be referred to herein as “Party” or, collectively, “Parties”.
SECURITY AGREEMENTSecurity Agreement • January 2nd, 2018 • Birner Dental Management Services Inc • Services-health services • Colorado
This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 28th day of December, 2017 by BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation (“Pledgor”), in favor of PALM GLOBAL SMALL CAP MASTER FUND LP, a company organized under the laws of the Cayman Islands, and PALM ACTIVE DENTAL, LLC, a Delaware limited liability company (collectively, “Secured Parties” and, individually, each a “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2018 • Birner Dental Management Services Inc • Services-health services • Colorado
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 28, 2017, by and among BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation (the “Company”), and each of the investors set forth on the signature pages hereto (each, the “Investor” and collectively, the “Investors”).
THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD...Convertible Senior Subordinated Secured Loan Note • January 2nd, 2018 • Birner Dental Management Services Inc • Services-health services • Colorado
THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE ARE SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF DECEMBER 27, 2017, IN FAVOR OF GUARANTY BANK AND TRUST COMPANY, A COLORADO BANK, WHICH AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
BIRNER DENTAL MANAGEMENT SERVICES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2018 • Birner Dental Management Services Inc • Services-health services • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 28, 2017 by and among BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation (the “Company”), and each of the investors set forth on the signature pages hereto (each, the “Investor” and collectively, the “Investors”).
SUBORDINATION AGREEMENTSubordination Agreement • January 2nd, 2018 • Birner Dental Management Services Inc • Services-health services
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2017, by Birner Dental Management Services, Inc., a Colorado corporation (“Borrower”), Palm Global Small Cap Master Fund LP, a Cayman Islands limited partnership (“PV”), and Palm Active Dental, LLC, a Delaware limited liability company (“Palm Dental” and together with PV, and each of their successors and permitted assigns, “Subordinated Creditors” and each, a “Subordinated Creditor”), and Guaranty Bank and Trust Company, a Colorado bank (together with its participants, successors and assigns, “Bank”).
