ContractPromissory Note • January 17th, 2017 • Auxilio Inc • Services-business services, nec • Delaware
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JANUARY 13, 2017 (THE "SUBORDINATION AGREEMENT"), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND AVIDBANK, A CALIFORNIA BANKING CORPORATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • California
This Executive Employment Agreement ("Agreement") is made effective as of January 13, 2017 ("Effective Date"), by and between Auxilio, Inc., a Nevada corporation ("Company") and Michael H. McMillan ("Executive"). This Agreement is entered into pursuant to a transaction contemplated by that certain Purchase Agreement (as defined below) wherein Company purchased all of the capital stock of CynergisTek, Inc., a Texas corporation ("CynergisTek").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • Delaware
This Registration Rights Agreement (this "Agreement"), dated as of January 13, 2017, is made by and among Auxilio, Inc., a Nevada corporation (the "Company"), Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan" and together with Mathews, the "Selling Stockholders"). Each of the Company, Mathews, and McMillan may be referred to herein as a "Party," and collectively as the "Parties." This Agreement is entered into in connection with the entry into a Stock Purchase Agreement between the Parties.
SECURITY AGREEMENTSecurity Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • California
This SECURITY AGREEMENT, dated as of January 13, 2017, is entered into by and among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 2 (each sometimes individually referred to herein as a "Grantor" and collectively, the "Grantors"), on the one hand, and AVIDBANK, a California banking corporation in its capacity as agent under the Credit Agreement described below ("Agent"), on the other hand. Initially capitalized terms used in this Security Agreement have the meanings ascribed to such terms in Annex 1. All initially capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
STOCK PURCHASE AGREEMENT by and among AUXILIO, INC., CYNERGISTEK, INC., DR. MICHAEL G. MATHEWS, and MICHAEL H. MCMILLAN January 13, 2017Stock Purchase Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • Delaware
This Stock Purchase Agreement (this "Agreement"), dated as of January 13, 2017, is made by and among Auxilio, Inc., a Nevada corporation (the "Purchaser"), CynergisTek, Inc., a Texas corporation (the "Company"), Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan" and together with Mathews, the "Stockholders"). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in ARTICLE VIII.
Amended and Restated Credit Agreement January 13, 2017Credit Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • California
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 13, 2017, is entered into among Auxilio, Inc., a Nevada corporation ("Parent"), Auxilio Solutions, Inc., a California corporation ("Solutions"), Delphiis, Inc., a California corporation ("Delphiis"), and immediately upon the consummation of the Subject Transaction (defined below), CynergisTek, Inc., a Texas corporation ("CynergisTek"), and one or more additional direct or indirect Subsidiaries hereafter acquired or formed, which become party to this Agreement by executing an Addendum (Parent, Solutions, Delphiis, CynergisTek and such other Subsidiaries are sometimes collectively referred to herein as "Borrowers" and each individually as a "Borrower"), the financial institutions from time to time parties hereto as Lenders, whether by execution hereof or an Assignment and Acceptance in accordance with Section 10.5(b), and Avidbank, a California banking corporation ("Avidbank"), in its capacity as contractual representative f
SUBORDINATION AGREEMENTSubordination Agreement • January 17th, 2017 • Auxilio Inc • Services-business services, nec • California
This SUBORDINATION AGREEMENT (this "Agreement"), dated as of January 13, 2017, is entered into by and among Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan," and together with Mathews, sometimes collectively referred to herein as "Subordinate Creditors," and each individually as a "Subordinate Creditor"), Auxilio, Inc., a Nevada corporation ("Parent"), and Avidbank, a California banking corporation, in its capacity as contractual representative for itself and the other Lenders party to the Senior Credit Agreement hereinafter defined ("Agent"), with reference to the following facts:
