Telzuit Medical Technologies, Inc. Sample Contracts

Exhibit 10.3 CONSULTING AGREEMENT
Consulting Agreement • March 20th, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida
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EXHIBIT 3.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 16th, 2001 • Take to Auction Com Inc • Services-business services, nec • Florida
EXHIBIT 16.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 24th, 2003 • Nimbus Group Inc • Services-business services, nec • Florida
LICENSE AGREEMENT BETWEEN SHARON LALLOUZ AND OMNISCENT CORP AND MOAR INTERNATIONAL INC.
License Agreement • December 23rd, 2003 • Nimbus Group Inc • Services-business services, nec • Florida
AND
Share Exchange Agreement • May 12th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
SERIES C/D] COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of TELZUIT MEDICAL TECHNOLOGIES, INC.
Telzuit Medical Technologies, Inc. • May 31st, 2006 • Services-business services, nec

THIS [SERIES C/D] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 1 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 26, 2006 among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 10.2 INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 24th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
RECITALS
Master Services Agreement • November 15th, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
SECURITY AGREEMENT
Security Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of May , 2006 (this “Agreement”), among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 10% Senior Secured Debenture due May , 2009 in the original aggregate principal amount of $ (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).

RECITALS
Note and Warrant Purchase Agreement • May 22nd, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
SUBSIDIARY GUARANTEE
Subsidiary Guarantee • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York

SUBSIDIARY GUARANTEE, dated as of May , 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”) and the Purchasers.

SECTION I
Placement Agent Agreement • May 12th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
EXHIBIT 10.1 EMPLOYMENT AGREEMENT
Employment Agreement • October 14th, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2006, among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

WITNESSETH:
Lease • February 29th, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY , 2009
Telzuit Medical Technologies, Inc. • May 31st, 2006 • Services-business services, nec • New York

THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Telzuit Medical Technologies, Inc., a Florida corporation, having its principal place of business at 5422 Carrier Drive, Suite 306, Orlando, Florida 32819 (the “Company”), designated as its 10% Senior Secured Convertible Debenture, due May , 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).

CONVERSION OF DEBT TO EQUITY AGREEMENT
Equity Agreement • November 8th, 2004 • Taylor Madison Corp • Services-business services, nec • Florida
Exhibit 10.02 FINANCIAL CONSULTING AGREEMENT BETWEEN MIDSOUTH CAPITAL BROKERS (MS) AND ------------------------------------------------------------------------ TELZUIT MEDICAL TECHNOLOGIES, INC (TELZUIT) ------------------------------------------- THE...
Financial Consulting Agreement • November 15th, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec

Arrange 8 meetings and 2 luncheons in Atlanta for broker and investor presentations. The luncheons will have a minimum of forty brokers. At least three follow on meetings with other brokerage firms, including one with the MidSouth Capital brokers.

FORM OF LOCKUP AGREEMENT May _____, 2000
Form of Lockup Agreement • May 22nd, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to conflict of law principles.

IRREVOCABLE POWER OF ATTORNEY AND PROXY --------------------------------------- Reference is made to that certain Share Exchange Agreement (the "Share Exchange Agreement") of even date herewith by and among Telzuit Technologies, LLC ("Telzuit LLC"),...
Power of Attorney And • May 12th, 2005 • Taylor Madison Corp • Services-business services, nec

Reference is made to that certain Share Exchange Agreement (the "Share Exchange Agreement") of even date herewith by and among Telzuit Technologies, LLC ("Telzuit LLC"), Telzuit Technologies, Inc. ("Telzuit Inc"), Michael J. Vosch, James P. Tolan, and Don Sproat, Taylor Madison Corp. ("Taylor Madison"), and each of the persons listed on Exhibit "A" attached thereto, pursuant to which Telzuit LLC is transferring to Taylor Madison all of the issued and outstanding capital stock of Telzuit Inc, in exchange for 2,207,723 shares of Series B Convertible Preferred Stock of Taylor Madison (the "Share Exchange"). After completion of the Share Exchange, Taylor Madison intends on effecting a 1 for 31 reverse stock split (the "Reverse Stock Split"). In order to allow Telzuit LLC to exercise voting control of Taylor Madison pending completion of the Reverse Stock Split, and as an inducement to Telzuit LLC to complete the Share Exchange prior to completion of the Reverse Stock Split, the undersigned

TELZUIT MEDICAL TECHNOLOGIES, INC. FLORIDA, USA EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida

THIS IS AN EMPLOYMENT AGREEMENT dated the 11th day of July, 2006, effective the 11th day of July, 2006 (“Effective Date”), by and between Telzuit Medical Technologies, Inc. (“Company”), a Florida corporation with its principal place of business in, Florida and Jerry Baiter (“Employee”).

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