Patient Infosystems Inc Sample Contracts

Careguide Inc – July 17, 2008 Albert S. Waxman, Ph.D. Chairman CareGuide, Inc. Re: Letter Agreement on Transition of Chris Paterson from CEO Role Dear Al: (November 14th, 2008)

You notified me on June 30, 2008 that I would be replaced as CEO by Mike Condron, and that while you wished me to stay with CareGuide, this appointment would ultimately result in my demotion and diminution of duties, and possibly the end of my employment with the company.

Careguide Inc – AMENDMENT NO. 2 TO CAREGUIDE, INC. 2007 EQUITY INCENTIVE PLAN RECITALS (November 14th, 2008)
Careguide Inc – EMPLOYMENT AGREEMENT (November 14th, 2008)

This Employment Agreement (the “Agreement”) is entered into as of July 17, 2008, by and between CareGuide, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Michael J. Condron (the “Executive”).

Careguide Inc – SECOND AMENDED CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF OF THE SERIES A PREFERRED STOCK OF CAREGUIDE, INC. (July 21st, 2008)

Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CareGuide, Inc. a Delaware corporation (the “Corporation”) certifies that, pursuant to the authority contained in paragraph 4 of its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors (the “Board”) has adopted the following resolution amending and restating the terms of a series of its Preferred Stock, par value $0.01 per share, previously designated as Series A Preferred Stock:

Careguide Inc – For Immediate Release (July 21st, 2008)

Contacts: Sara Rosenthal Reputation Partners 312-222-9131 sara@reputationpartners.com Nick Kalm Reputation Partners 312-222-9888 nick@reputationpartners.com

Careguide Inc – AMENDED CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF OF THE SERIES A PREFERRED STOCK OF CAREGUIDE, INC. (January 3rd, 2008)

Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CareGuide, Inc. a Delaware corporation (the “Corporation”) certifies that, pursuant to the authority contained in paragraph 4 of its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors has adopted the following resolution amending and restating the terms of a series of its Preferred Stock, par value $0.01 per share, previously designated as Series A Preferred Stock:

Careguide Inc – CAREGUIDE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT (January 3rd, 2008)

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2007, by and among CAREGUIDE, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).

Careguide Inc – FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 13th, 2007)

This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 24, 2007, by and between COMERICA BANK (“Bank”) and CCS CONSOLIDATED, INC. (“Borrower”).

Careguide Inc – EMPLOYMENT AGREEMENT (August 14th, 2007)

This Employment Agreement (“Agreement”) is entered into and is effective as of June 18, 2007, by and between CareGuide, Inc., a Delaware corporation (the “Company”), and Thomas L. Tran (“Employee”).

Careguide Inc – EMPLOYMENT AGREEMENT (August 14th, 2007)

This Employment Agreement (“Agreement”) is entered into and is effective as of June 25, 2007, by and between CareGuide, Inc., a Delaware corporation (the “Company”), and John R. (“J”) Pegues (“Employee”).

Careguide Inc – AMENDMENT NO. 1 TO CAREGUIDE, INC. 2007 EQUITY INCENTIVE PLAN RECITALS (August 14th, 2007)
Careguide Inc – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CAREGUIDE, INC. (June 15th, 2007)

CAREGUIDE, INC. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

Careguide Inc – NOTICE OF EXERCISE (June 15th, 2007)

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Careguide Inc – CAREGUIDE, INC. STOCK OPTION GRANT NOTICE (2007 Equity Incentive Plan) (June 15th, 2007)

CareGuide (the “Company”), pursuant to its 2007 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

Careguide Inc – CAREGUIDE, INC. 2007 EQUITY INCENTIVE PLAN APPROVED BY BOARD: MARCH 23, 2007 APPROVED BY STOCKHOLDERS: JUNE 13, 2007 TERMINATION DATE: JUNE 12, 2017 (June 15th, 2007)
Careguide Inc – CAREGUIDE, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) (June 15th, 2007)

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, CareGuide, Inc. (the “Company”) has granted you an option under its 2007 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

Careguide Inc – STOCK PURCHASE WARRANT To Purchase Common Stock of PATIENT INFOSYSTEMS, INC. (April 17th, 2007)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

Careguide Inc – FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (April 17th, 2007)

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of November 10, 2006, by and between COMERICA BANK (“Bank”) and CCS CONSOLIDATED, INC. (“Borrower”).

Careguide Inc – STOCK PURCHASE WARRANT To Purchase Common Stock of CAREGUIDE, INC. (April 17th, 2007)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

Careguide Inc – Landlord Nordis Inc. (February 21st, 2007)

This Lease (the “Lease”), dated February 15, 2007 is made between Nordis Inc., a Florida Corporation (the “LANDLORD"), and CareGuide, Inc a Delaware__ corporation (the” TENANT”)

Careguide Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (February 20th, 2007)

On December 8, 2006, CareGuide, Inc. ("CareGuide"), completed a business combination with Haelan Corporation ("Haelan") (the "Merger"). As a result of the Merger, Haelan has become a wholly-owned subsidiary of CareGuide. Accordingly, the assets and liabilities of Haelan will be recorded, as of the date of the business combination, at their respective fair values and added to those of CareGuide. The purchase price for all outstanding shares of capital stock of Haelan and all rights to acquire such shares of Haelan consisted of (i) cash paid at closing in the amount of $1.5 million, (ii) convertible promissory notes in the aggregate amount of $6.5 million and (iii) estimated transaction-related expenses in the amount of approximately $247,000, for a total purchase price of approximately $8.25 million. Pursuant to the agreement of merger, CareGuide may be obligated to pay to the former Haelan securityholders an additional amount up to $3.0 million in the event that certain conditions have

Careguide Inc – CAREGUIDE, INC. MEEK EMPLOYMENT AGREEMENT (December 12th, 2006)

This Employment Agreement ("Agreement") is entered into and is effective as of the "Effective Time" as defined in that certain Agreement and Plan of Merger by and among CareGuide, Inc. Haelan Acquisition Corporation and the Haelan Corporation (the "Merger Agreement"), by and between CareGuide, Inc., a Delaware corporation (the "Company"), and Julie Meek, D.N.S. ("Employee").

Careguide Inc – OFFICE LEASE between UCB TECHNOLOGIES, INC. Landlord and CAREGUIDE, INC. Tenant 755 JEFFERSON ROAD ROCHESTER, NEW YORK LEASE SUMMARY (November 14th, 2006)
Careguide Inc – SUBLEASE CB RICHARD ELLIS, INC. BROKERAGE AND MANAGEMENT (November 14th, 2006)
Patient Infosystems Inc – AGREEMENT AND PLAN OF MERGER (November 6th, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 3, 2006, by and among: CAREGUIDE, INC., a Delaware corporation (“Parent”); HAELAN ACQUISITION CORPORATION, an Indiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”); HAELAN CORPORATION, an Indiana corporation (the “Company”); and RICHARD L. WESTHEIMER, in his capacity as representative of the Company’s securityholders (the “Securityholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.

Patient Infosystems Inc – SIXTEENTH ADDENDUM TO LEASE (August 18th, 2006)

This Sixteenth Addendum To Lease is made and entered into the 15th day of August, 2006 between Conifer Prince Street Associates (Landlord) and Patient Infosystems, Inc. formerly DSMI Corporation (Tenant).

Patient Infosystems Inc – PATIENT INFOSYSTEMS, INC d/b/a CAREGUIDE CONFERENCE CALL SCRIPT AUGUST 16, 2006 QUARTER ENDING JUNE 30, 2006 (August 16th, 2006)

• Thank you for joining us today for our conference call to discuss our financial results for the quarter ended June 30, 2006. I am joined today by Glen Spence, our chief financial officer. I would now ask Glen to read our forward-looking statement disclaimer.

Patient Infosystems Inc – Contract (July 19th, 2006)

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT , OR APPLICABLE STATE SECURITIES LAWS.

Patient Infosystems Inc – EMPLOYMENT AGREEMENT (June 29th, 2006)

This Employment Agreement (“Agreement”) is entered into and is effective as of June 23, 2006 by and between Patient Infosystems, Inc., a Delaware corporation (the “Company”), and Rex Dendinger II (“Employee”).

Patient Infosystems Inc – FINALDRAFT 5/8/00 Between HSD/HORTON ASSOCIATES Landlord And COORDINATED CARE SOLUTIONS, INC. Tenant 22nd and 23rd Floors 110 William Street New York, New York (June 29th, 2006)
Patient Infosystems Inc – Amendment No. 1 to Employment Agreement (June 29th, 2006)

This Amendment No. 1 to the Employment Agreement between Patient Infosystems, Inc. and Kent A. Tapper dated December 5, 2005 and became effective on January 25, 2006 (the "Agreement") is entered into, effective June 23, 2006, by Patient Infosystems, Inc. and Kent A. Tapper.

Patient Infosystems Inc – EMPLOYMENT AGREEMENT (June 29th, 2006)

This Employment Agreement (“Agreement”) is entered into and is effective as of June 23, 2006 by and between Patient Infosystems, Inc., a Delaware corporation (the “Company”), and Ann Boughtin (“Employee”).

Patient Infosystems Inc – SUBLEASE (June 29th, 2006)

THIS SUBLEASE is made as of the 23rd day of August, 2001, by and between VIACOM INC. a Delaware corporation, hereinafter referred to as "Sublessor" and CCS CONSOLIDATED, INC., a Delaware corporation, hereinafter referred to as "Sublessee" with reference to the following facts:

Patient Infosystems Inc – LEASE (June 29th, 2006)

THIS LEASE, made as of the 30 day of June, 2005, by and between the Landlord and Tenant hereinafter defined in Sections 1(a) and 1(c), respectively.

Patient Infosystems Inc – EMPLOYMENT AGREEMENT (June 29th, 2006)

This Employment Agreement (“Agreement”) is entered into and is effective as of June 23, 2006by and between Patient Infosystems, Inc., a Delaware corporation (the “Company”), and Ileana Welte (“Employee”).