MEMBERSHIP INTEREST PURCHASE AGREEMENT among MSC-MEDICAL SERVICES COMPANY ZONECARE USA OF DELRAY LLC, and THE MEMBERS NAMED HEREIN Dated as of January 28, 2008Membership Interest Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of January 28, 2008 (“Effective Date”) among MSC-MEDICAL SERVICES COMPANY, a Florida corporation (referred to herein as the “Company” or “Buyer”), ZoneCare USA of Delray, LLC (“ZoneCare”), and the Members of ZoneCare which are listed in Schedule 2.5(c), attached hereto and incorporated herein (said Members may be referred to herein individually, as a “Seller”, “Member” or “Owner” and collectively as “Sellers”, “Members” or “Owners”) (Buyer, ZoneCare and Sellers may be referred to herein individually, as a “Party” and collective, as “Parties”).
ASSET PURCHASE AGREEMENT by and among SELECTMRI ACQUISITION, LLC, SELECTMRI, LLC, and THE MEMBERS NAMED HEREIN Dated as of January 28, 2008Asset Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is hereby entered into effective January 28, 2008 (“Effective Date”), by and among SELECTMRI ACQUISITION, LLC, a Delaware limited liability company (“Buyer”), SELECTMRI, LLC, a Florida limited liability company (“Seller”), and those members of Seller listed on the signatures pages hereto (each a “Member” and collectively, the “Members”). (Buyer, Seller and each Member may be referred to herein individually as a “Party” and collectively, as the “Parties”). Capitalized terms not otherwise defined herein have that meaning as is set forth in the attached Exhibit A.
MEMBERSHIP INTEREST PURCHASE AGREEMENT among MSC – MEDICAL SERVICES COMPANY SPEEDY RE-EMPLOYMENT, LLC and THE MEMBERS NAMED HEREIN Dated as of January 28, 2008Membership Interest Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of January 28, 2008 (“Effective Date”) among MSC-Medical Services Company, a Florida corporation (referred to herein as the “Company” or “Buyer”), Speedy Re-Employment, LLC (“Speedy”), and the Members of Speedy which are listed in Schedule 2.5(c), attached hereto and incorporated herein (said Members may be referred to herein individually, as a “Seller”, “Member” or “Owner” and collectively as “Sellers”, “Members” or “Owners”) (Buyer, Speedy and Sellers may be referred to herein individually, as a “Party” and collective, as “Parties”).
CLASS A COMMON STOCK AND WARRANT PURCHASE AGREEMENTClass a Common Stock and Warrant • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Delaware
THIS CLASS A COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of January 28, 2008 (this “Agreement”), is executed by and among MCP-MSC Equity Investment, LLC, a Delaware limited liability company (“Purchaser”) and MCP-MSC Acquisition, Inc. (the “Company”). The Purchaser and the Company are collectively referred to herein as the “Parties,” and individually as a “Party.”
AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • New York
AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENT dated as of January 18, 2008 (this “Amendment”) among MSC-Medical Services Company, a Florida corporation (the “Borrower”), MCP-MSC Acquisition, Inc., a Delaware corporation (“Holdings”), the banks, financial institutions and other lenders party hereto (collectively, the “Lenders”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
