AccelPath, Inc. Sample Contracts

Accel Brands, Inc. – SEPARATION AGREEMENT (November 12th, 2015)

THIS SEPARATION AGREEMENT by and between Gilbert Steedley (the “Steedley”) and Accel Brands, Inc./Accelpath, Inc., (the “Company”) a Delaware corporation (together with its successors and assigns, the “Company”).

Accel Brands, Inc. – EXCHANGE AGREEMENT (November 9th, 2015)

THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is effective as of October __ by and among Accelpath, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s Series J Preferred Stock listed on Exhibit A attached hereto (each a “Holder” and collectively, the “Holders”).

Accel Brands, Inc. – SECURITIES EXCHANGE AGREEMENT (November 9th, 2015)

This Securities Exchange Agreement (this “Agreement”) is dated as of October 30, 2015, by and among Accelpath, Inc. (the “Seller”), Affinity Beverage Group, Inc. [f.k.a. Strategic Rare Earth Metals, Inc.] (the “Purchaser”), and Village Tea Distributors, Inc., a Texas corporation (the “Company”).

AccelPath, Inc. – CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES K 10% CONVERTIBLE PREFERRED STOCK OF ACCELPATH, INC. (February 10th, 2015)

FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution establishing a new series of Preferred Stock of the Company, consisting of Three Thousand Five Hundred (3,500) shares designated “Series K 10% Convertible Preferred Stock,” with such powers, designations, preferences, and relative participating, optional, or other rights, if any, and the qualifications, limitations, or restrictions thereof, as are set forth in the resolutions:

AccelPath, Inc. – SECURITIES PURCHASE AGREEMENT (February 10th, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2015, by and among the members of STI Signature Spirits Group, LLC , a New York limited liability company (the “Company”) listed on Exhibit A attached hereto (collectively referred to as the Seller”), STI Signature Spirits Group, LLC and Accelpath, Inc. (the “Purchaser”); and

AccelPath, Inc. – CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES J 10% CONVERTIBLE PREFERRED STOCK OF ACCELPATH, INC. (October 16th, 2014)

FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolution establishing a new series of Preferred Stock of the Company, consisting of Two Thousand (2,000) shares designated “Series J 10% Convertible Preferred Stock,” with such powers, designations, preferences, and relative participating, optional, or other rights, if any, and the qualifications, limitations, or restrictions thereof, as are set forth in the resolutions:

AccelPath, Inc. – SECURITIES PURCHASE AGREEMENT (October 16th, 2014)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2014, by and among the shareholders of Village Tea Distributors, Inc., a Texas corporation (the “Company”) listed on Exhibit A attached hereto (collectively referred to as the Seller”), Village Tea Distributors, Inc., and Accelpath, Inc. (the “Purchaser”); and

AccelPath, Inc. – STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ACCELPATH, INC. (April 4th, 2014)

The corporation organized and existing under and by virtue of the General Corporation laws of the State of Delaware does hereby certify:

AccelPath, Inc. – Contract (March 24th, 2014)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (March 24th, 2014)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (March 24th, 2014)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (March 21st, 2014)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (March 21st, 2014)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (March 21st, 2014)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (January 15th, 2014)

THIS FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (“First Amendment”) is made this 16th day of November, 2012, by and between  PS BUSINESS PARKS, L.P. , a California limited partnership (“Landlord”) and  TECHNEST INC. , a Delaware corporation, and  ACCELPATH, INC ., Delaware corporation, jointly and severally (collectively, “Tenant), successor in interest to Technest Holdings, Inc. and Technest, Inc. (collectively, the “Original Tenant”), the original Tenant under the Lease.

AccelPath, Inc. – CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES H CONVERTIBLE PREFERRED STOCK OF ACCELPATH, INC. (April 4th, 2013)

Pursuant to Section 151 of the Delaware General Corporation Law, AccelPath, Inc., a Delaware corporation (the “Company”), does hereby certify:

AccelPath, Inc. – ACCELPATH, INC. CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 31, 2014 (April 4th, 2013)

THIS Note is a duly authorized issuance of ACCELPATH, INC., a Delaware corporation and located at 352A Christopher Avenue, Gaithersburg, MD 20879 (the "Company") designated as its March 2013 Convertible Note, pursuant to that certain Exchange Agreement between the Company and Holder of even date.

AccelPath, Inc. – EXCHANGE AGREEMENT (April 4th, 2013)

Southridge Partners II LP (the “Southridge”) is the current holder of 100 shares of Series E Preferred Stock issued by AccelPath, Inc. (the “Company”) pursuant to a purchase agreement between the parties dated June 2, 2011.

AccelPath, Inc. – FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (February 19th, 2013)

THIS FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (“First Amendment”) is made this 16th day of November, 2012, by and between PS BUSINESS PARKS, L.P., a California limited partnership (“Landlord”) and TECHNEST INC., a Delaware corporation, and ACCELPATH, INC., Delaware corporation, jointly and severally (collectively, “Tenant), successor in interest to Technest Holdings, Inc. and Technest, Inc. (collectively, the “Original Tenant”), the original Tenant under the Lease.

AccelPath, Inc. – Contract (October 15th, 2012)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (October 15th, 2012)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – Contract (October 15th, 2012)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – FIRST ALLONGE TO PROMISSORY NOTE (October 4th, 2012)

This FIRST ALLONGE dated as of October 2, 2012 between AccelPath, Inc., a Delaware corporation (the successor to Technest Holdings, Inc., a Nevada corporation) (the “Maker”), and Albert Friesen (the “Payee”), to the Promissory Note dated as of February 10, 2012 in the amount of Fifty Thousand Dollars ($50,000.00) (as the same may be further amended, modified or supplemented from time to time, the “Note”), payable to the order of the Payee and made by the Maker.

AccelPath, Inc. – Contract (October 4th, 2012)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

AccelPath, Inc. – LOAN AGREEMENT (October 4th, 2012)

This Loan Agreement (the “Agreement”), effective as of October 1, 2012 (the “Effective Date”), is entered into by and among AccelPath, Inc., a Delaware corporation (the “Company”); and Khaldoon A. Aljerian (individually, the “Lender”).

AccelPath, Inc. – AMENDMENT TO LOAN AGREEMENT (October 4th, 2012)

This Amendment dated as of October 2, 2012 between AccelPath, Inc., a Delaware corporation (the successor to Technest Holdings, Inc., a Nevada corporation) (the “Company”), and Albert Friesen (the “Lender”), to the Loan Agreement dated as of February 10, 2012 between such parties (the “Loan Agreement”) pursuant to which the Lender agreed to loan the Company Fifty Thousand Dollars ($50,000.00) and the Company issued a promissory note dated February 10, 2012 (the “Note”) for that purpose.

AccelPath, Inc. – EQUITY PURCHASE AGREEMENT by and between ACCELPATH, INC. and DIGIPATH SOLUTIONS, LIMITED LIABILITY COMPANY and the Member of DIGIPATH SOLUTIONS, LIMITED LIABILITY COMPANY September 18, 2012 (September 24th, 2012)

EQUITY PURCHASE AGREEMENT dated as of September 18, 2012, among AccelPath, Inc., a Delaware corporation (the “Buyer”) and Digipath Solutions, Limited Liability Company, a Texas limited liability company (the “Seller”), and, Mr. Rishi Reddy, the sole member of the Seller listed as such on the signature page hereof (herein referred to as the “Member”).

AccelPath, Inc. – LOAN AGREEMENT (September 24th, 2012)

This Loan Agreement (the “Agreement”), effective as of September 18, 2012 (the “Effective Date”), is entered into by and among AccelPath, Inc., a Delaware corporation (the “Company”), Digipath Solutions, LLC (“Digipath”) and the member of Digipath, Rishi Reddy (the “Lender”).

AccelPath, Inc. – CONVERTIBLE PROMISSORY NOTE (September 24th, 2012)
AccelPath, Inc. – CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES G CONVERTIBLE PREFERRED STOCK OF ACCELPATH, INC. (September 24th, 2012)

Pursuant to Section 151 of the Delaware General Corporation Law, AccelPath, Inc., a Delaware corporation (the “Company”), does hereby certify:

AccelPath, Inc. – SECURITIES PURCHASE AGREEMENT (September 11th, 2012)

THIS SECURITIES PURCHASE AGREEMENT is made as of the 10th day of September, 2012, by and between AccelPath, Inc. (the “Company”), a Delaware corporation, and each of the persons whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (the “Purchasers” and each individually as a “Purchaser”).

AccelPath, Inc. – CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES F CONVERTIBLE PREFERRED STOCK OF ACCELPATH, INC. (September 11th, 2012)

Pursuant to Section 151 of the Delaware General Corporation Law, AccelPath, Inc., a Delaware corporation (the “Company”), does hereby certify:

AccelPath, Inc. – ACCELPATH, INC. CONVERTIBLE PROMISSORY NOTE DUE JANUARY 31, 2013 (July 24th, 2012)

THIS Note is a duly authorized issuance of up to $500,000.00 of ACCELPATH, INC., a Delaware corporation and located at  352A Christopher Avenue, Gaithersburg, MD 20879 (the "Company") designated as its July 2012 Convertible Note, pursuant to that certain Securities Purchase Agreement between the Company and Holder of even date.

AccelPath, Inc. – EXCHANGE AGREEMENT (July 24th, 2012)

This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of the law principles thereof.

AccelPath, Inc. – SECURITIES PURCHASE AGREEMENT (July 24th, 2012)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 18, 2012, between ACCELPATH, INC., a Delaware corporation (“ACLP”), and Southridge Partners II LP, a  Delaware limited partnership (“Purchaser”).