AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of May 2, 2006, by and between Pacific CMA, Inc., a Delaware corporation (the "Company"), and...Registration Rights Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
PACIFIC CMA, INC. SUBSCRIPTION AGREEMENT TO: PACIFIC CMA, INC. c/o Airgate International Corporation 153-04 Rockaway Boulevard Jamaica, New York 11434 Attention: Mr. Henrik Christensen Ladies and Gentlemen: The undersigned understands that Pacific...Subscription Agreement • March 31st, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
EXHIBIT 10.21] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
AGREEMENTSecurity Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
1. Title to Warrant. Prior to the Termination Date and subject to ------------------ compliance with applicable laws and Section 7 of this Warrant, this Warrant and --------- all rights hereunder are transferable, in whole or in part, at the office or...Pacific Cma Inc • December 15th, 2003 • Terminal maintenance facilities for motor freight transport • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Pacific Cma Inc • August 4th, 2005 • Terminal maintenance facilities for motor freight transport
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. PACIFIC CMA, INC., a Delaware corporation PACIFIC CMA INTERNATIONAL, LLC, a Colorado limited liability company, AIRGATE INTERNATIONAL CORPORATION, a New York corporation, AIRAGATE INTERNATIONAL CORPORATION,...Security Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.13(B) ---------------- NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION...Pacific Cma Inc • December 15th, 2003 • Terminal maintenance facilities for motor freight transport • New York
PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of ___________, 2001, by and between Alaska Freightways, Inc., a Nevada corporation (the "Company") and Escrow Specialists of Ogden, Utah (the "Escrow Agent") W I T N E S S E T...Escrow Agreement • April 3rd, 2002 • Alaska Freightways Inc • Terminal maintenance facilities for motor freight transport
EXHIBIT 10.22] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
EXHIBIT 10.17(B) ---------------- THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE...Pacific Cma Inc • December 15th, 2003 • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 3.6] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Pacific Cma Inc • May 10th, 2004 • Terminal maintenance facilities for motor freight transport
BACKGROUNDStock Pledge Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
ARTICLE I CONTRACT RATEPacific Cma Inc • August 4th, 2005 • Terminal maintenance facilities for motor freight transport
WITNESSETH ----------Securities Purchase Agreement • August 11th, 2005 • Global Concepts, Ltd. • Terminal maintenance facilities for motor freight transport • New Jersey
EXHIBIT 3.3 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Merger Agreement"), dated as of March 24, 2004, is by and between, PACIFIC CMA, INC., a Colorado corporation ("Parent") and PACIFIC...Agreement and Plan of Merger and Reorganization • March 24th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
EXHIBIT 10.18 ------------- THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR...Pacific Cma Inc • December 15th, 2003 • Terminal maintenance facilities for motor freight transport • New York
ARTICLE 1.Security Agreement • August 11th, 2005 • Global Concepts, Ltd. • Terminal maintenance facilities for motor freight transport • New Jersey
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Pacific Cma Inc • May 5th, 2006 • Terminal maintenance facilities for motor freight transport
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Pacific Cma Inc • May 5th, 2006 • Terminal maintenance facilities for motor freight transport • New York
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • May 5th, 2006 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
ALASKA FREIGHTWAYS, INC. - COMMON STOCK SUBSCRIPTION AGREEMENT Investment I desire to purchase shares of Alaska Freightways, Inc at $0.75 per share for a total of $ MAKE CHECKS PAYABLE TO: ESCROW SPECIALISTS , ALASKA FREIGHTWAYS, INC., ESCROW ACCOUNT...Alaska Freightways Inc • April 3rd, 2002 • Terminal maintenance facilities for motor freight transport
Print Name of Investor: ______________________________________________________ PACIFIC CMA, INC. SUBSCRIPTION AGREEMENT TO: PACIFIC CMA, INC. Attention: [ ] 1. SUBSCRIPTION The undersigned hereby subscribes for and agrees to purchase the number of...Pacific Cma Inc • January 10th, 2003 • Terminal maintenance facilities for motor freight transport • Colorado
EXHIBIT 99.1 JOINT FILING AGREEMENTJoint Filing Agreement • October 12th, 2004 • Lam Alfred • Terminal maintenance facilities for motor freight transport
MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of July 29, 2005, by and between Pacific CMA, Inc., a Delaware corporation (the "Company"),...Minimum Borrowing Note Registration Rights Agreement • August 4th, 2005 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.12A -------------- MUTUAL RELEASE AND TERMINATION AGREEMENT ---------------------------------------- This MUTUAL RELEASE AND TERMINATION AGREEMENT (this "Agreement") is entered into this 19th day of December 2003, by and between Duncan...Release and Termination Agreement • January 28th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
EXHIBIT 10.15 ------------- SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of November ___, 2003, among Pacific CMA Inc., a Colorado corporation (the "Company"), and the purchasers listed on Schedule 1...Securities Purchase Agreement • December 15th, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE...Pacific Cma Inc • May 5th, 2006 • Terminal maintenance facilities for motor freight transport
Exhibit 10.12B AMENDMENT TO MUTUAL RELEASE AND TERMINATION AGREEMENT ------------------------- AMENDMENT dated January 16, 2004 to the Mutual Release and Termination Agreement dated as of December 19, 2003, among Duncan Capital LLC ("Duncan Capital"),...Mutual Release and Termination Agreement • January 28th, 2004 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
KEY BANK NATIONAL ASSOCIATION ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and executed this __ day of _____ , 2003, by and among PACIFIC CMA whose address is 4750 Table Mesa Dr. Boulder, CO 80301 and Corporate Stock Transfer, Inc....Key Bank National Association Escrow Agreement • March 31st, 2003 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • Colorado
SECURITY AGREEMENTSecurity Agreement • April 12th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport
THIS AGREEMENT, dated as of April 6, 2007, is made by and between PACIFIC CMA, INC., a Delaware corporation (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its Wells Fargo Business Credit operating division.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
THIS STOCK PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated and made as of July 17, 2007 by Airgate International Corporation, a New York corporation (the “Pledgor”), in favor of BHC Interim Funding II, L.P., a Delaware limited partnership (the “Lender”).
GUARANTY BY CORPORATIONGuaranty by Corporation • April 12th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Guaranty, dated as of April 6, 2007, is made by Pacific CMA, Inc, a Delaware corporation (the “Guarantor”), for the benefit of Well Fargo Bank, National Association (with its participants, successors and assigns, the “Lender”), acting through its Wells Fargo Business Credit operating division.
ContractSubordination and Intercreditor Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Guaranty is subject to the terms of a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, the Borrower and the Guarantors, which Intercreditor Agreement is incorporated herein by reference. Notwithstanding any statement to the contrary in this Guaranty, (i) no payment on account of principal, interest, fees or other amounts shall become due or be paid except in accordance with the terms of the Intercreditor Agreement, and (ii) any security interest, lien, pledge or encumbrance granted to BHC shall be subordinate to the security interest, lien, pledge or encumbrance granted to Wells Fargo and shall be enforceable only in accordance with the terms of the Intercreditor Agreement until such time when the Senior Debt (as defined in the Intercreditor Agreement) has bee
ASSET PURCHASE AGREEMENT between ALASKA FREIGHTWAYS, INC. as Seller and DONALD E. NELSON, RICHARD L. STRAHL AND BRADY L. STRAHL as PurchaserAsset Purchase Agreement • September 30th, 2003 • Alaska Freightways Inc • Terminal maintenance facilities for motor freight transport • Nevada
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into and effective as of September 29, 2003, by and among ALASKA FREIGHTWAYS, INC., a Nevada corporation (“Alaska”) and DONALD E. NELSON, RICHARD L. STRAHL, and BRADY L. STRAHL (collectively referred to as the “Purchaser”).
