Exhibit 1.1 SUBSCRIPTION AGREEMENT INVESTOR SUBSCRIPTION AGREEMENT FOR BELLACASA PRODUCTIONS, INC. Persons interested in purchasing units of BellaCasa Productions, Inc. must return this completed subscription agreement along with their wire transfer,...Subscription Agreement • November 20th, 2001 • Bellacasa Productions Inc • Services-motion picture & video tape production
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
Exhibit 10.2 MEMORANDUM OF AGREEMENT The Memorandum of Agreement sets forth a portion of an Agreement dated July 2, 1996, relating to the film project currently entitled "THE GIANT," by and between NEW SKY COMMUNICATIONS, INC., with offices at 731...Memorandum of Agreement • July 16th, 2001 • Bellacasa Productions Inc • Services-motion picture & video tape production
The Memorandum of Agreement sets forth a portion of an Agreement dated July 2, 1996, relating to the film project currently entitled "THE GIANT," by and between NEW SKY COMMUNICATIONS, INC., with offices at 731 Powers Building, 16 West Main Street, Rochester, New York 14614 and FRANK LALOGGIA, residing at 28970 Crags Drive, Malibu Lake, California 91301.
OFFICE. LEASE This LEASE, made this 8th day of January 1999, and effective as of January 4,1999, is between Universal City Studios, Inc. ("Landlord"), 100 Universal City Plaza, Universal City, California 91608 and BellaCasa Productions ("Tenant"), c/o...Office. Lease • May 24th, 2000 • Bellacasa Productions Inc • California
COMMON STOCK PURCHASE WARRANT WIFIMED HOLDINGS COMPANY, INC.Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment
THIS 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 five year anniversary of the date of the Authorized Share Approval (the "Termination Date") but not thereafter, to subscribe for and purchase from WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company"), up to _________ shares (the "Warrant Shares") of 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 AGREEMENTSecurities Purchase Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
This Securities Purchase Agreement (this "Agreement") is dated as of May 13, 2008 between WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
10% SENIOR CONVERTIBLE DEBENTURE DUE NOVEMBER 13, 2008Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of WiFiMed Holdings Company, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 2000 RiverEdge Parkway, Suite GL 100A, Atlanta, GA 30328, designated as its 10% Senior Convertible Debenture due November 13, 2008 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
SUBSIDIARY GUARANTEE, dated as of May 13, 2008 (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 (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between WifiMed Holdings Company, Inc., a Nevada corporation (the "Company") and the Purchasers.
Exhibit 3.7 Class B Redeemable Warrant Agreement including Form of Class B Redeemable Warrant Certificate DATE: _________, 2001 PARTIES: BellaCasa Productions, Inc. 100 Universal City Plaza Building #473, Suite 305 Universal City, California 91608...Bellacasa Productions Inc • July 16th, 2001 • Services-motion picture & video tape production • Nevada
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 26th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • Georgia
This Asset Purchase Agreement ("Agreement") is made and entered into as of this 20th day of February, 2008, by and among Cybermedx Medical Systems, LLC, a Texas limited liability corporation having its principal place of business at 34145 Pacific Coast Highway, Ste 163 - Dana Point, CA 92629 ("Seller"), WiFiMed Holdings Company, Inc., a Nevada corporation, having its principal place of business at 2000 RiverEdge Drive, Suite GL 100A, Atlanta, GA 30328 ("Buyer Parent Company"), Cybermedx Medical Systems, Inc., a Georgia Corporation having its principal place of business at 2000 RiverEdge Drive, Suite GL 100A, Atlanta, GA 30328 ("Buyer"), Ronald R. Barnett ("Barnett") and Micro Technology Services, Inc. ("MITSI," collectively with Barnett, "Unit Holders"). (Seller, Buyer Parent Company, Buyer and Unit Holders are hereinafter each referred to as a "Party", collectively as the "Parties." Buyer and Buyer Parent Company are hereinafter referred to collectively as the "Buyer Parties.") Capita
CONFIDENTIAL TERM SHEETConfidential Term Sheet • September 1st, 2006 • Bellacasa Productions Inc • Surgical & medical instruments & apparatus
On the effective date of the Reverse Merger, shareholders of BCSP shall own 14% of the shares of Newco. Pursuant to a share exchange or merger agreement and without giving effect to the private placement of WIFI shares, the WIFI shareholders shall receive shares of Newco so that as a result of the Reverse Merger, the WIFI shareholders shall hold 86% of Newco.
Subordination Agreement May 13, 2008 To the Purchasers Signatory to the Purchase Agreement (as defined below):Subordination Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
The undersigned lenders (each a "Creditor", and collectively referred to as "Creditors") are creditors of WiFiMed Holdings Company Inc., a Nevada corporation and/or its direct and indirect subsidiaries (each of the Company, and its direct and indirect subsidiaries, a "Borrower" and collectively, the "Borrowers") and desire that each of the Purchasers (each, a "Senior Lender" and collectively, the "Senior Lenders") extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including, without limitation, up to $1,000,000 of Debentures pursuant to that certain Securities Purchase Agreement dated on or about May 13, 2008 among the Borrower and the Senior Lenders (the "Purchase Agreement"). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
ADDENDUM TO STOCK PURCHASE AGREEMENT DATED NOVEMBER 15, 2004Stock Purchase Agreement • February 17th, 2005 • Bellacasa Productions Inc • Services-motion picture & video tape production
THIS ADDENDUM TO THE STOCK PURCHASE AGREEMENT dated November 15, 2004 (respectively, the "Addendum" and the "Agreement") is made this 26th day of January 2005, by and between Bellacasa Productions, Inc., a Nevada corporation (the "Company") and Aquamer, Inc., a Delaware corporation ("Aquamer"), (together the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • Georgia
This EMPLOYMENT AGREEMENT ("Agreement") made as of this 15th day of October, 2007, is entered into among Gregory D. Vacca (the "Employee"), WiFiMed, Holdings Company, Inc., a Nevada corporation (the "Parent Company"), and EncounterPRO Healthcare Resources, Inc. (the "Sub Company"), a Georgia Company that is a wholly-owned subsidiary of the Parent Company. Collectively or where the context requires, alternatively, the Sub Company and the Parent Company shall be referred to as the "Company."
LOAN AGREEMENTLoan Agreement • May 25th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment • Nevada
This Loan Agreement ("Agreement") is made and entered into as of May 18, 2007, by and between WiFiMed Holdings Company, Inc., a Nevada corporation (the "Lender") and JMJ Technologies, Inc., a Georgia corporation (the "Borrower").
MERGER AGREEMENTMerger Agreement • August 3rd, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment • Georgia
This MERGER AGREEMENT (the "Agreement") is made by and among WiFiMed Holdings Company, Inc. ("WiFiMed"), a Nevada corporation; JMJ Acquisition, Inc., a Georgia corporation wholly owned by WiFiMed (the "Merger Sub"); JMJ Technologies, Inc. (the "Company"), a Georgia corporation.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • Georgia
This EMPLOYMENT AGREEMENT ("Agreement") made as of the first day of March, 2008 ("Employment Commencement Date"), is entered into between Ronald R. Barnett (the "Employee") and CyberMedx Medical Systems, Inc. (the "Company"), a Georgia Company that is a wholly-owned subsidiary of WiFiMed Holdings Company, Inc., a Nevada corporation (the "Parent Company"). Collectively the Company and the Parent Company shall be referred to as the "Companies."
AGREEMENT OF SUBLEASEAgreement of Sublease • January 14th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
Agreement of Sublease ("Sublease") dated this _____ day of April, 2006, between Cognisa Security, Inc., a Georgia corporation ("Sublessor") and JMJ Technologies, Inc., a Georgia corporation ("Sublessee").
AMENDED AND RESTATED AQUAMER, INC. PATENT LICENSE AGREEMENTPatent License Agreement • March 31st, 2006 • Bellacasa Productions Inc • Surgical & medical instruments & apparatus • California
THIS PATENT LICENSE AGREEMENT (the "Agreement"), effective as of March 31, 2006 (the "Effective Date"), is entered into by and between Partners in Biomaterials, Inc., a California corporation, with principal offices at 466 West Arrow Highway, Suite H, San Dimas, California, 91773 ("Partners in Biomaterials") and Aquamer, Inc., a Delaware corporation, with principal offices at 237 Cedar Hill Street, Ste 4, Marlborough, MA 01752. Aquamer, Inc. and Partners in Biomaterials either individually or in the collective may be hereinafter referred to as a "Party" or the "Parties."
CONFIDENTIALWifimed Holdings Company, Inc. • November 1st, 2007 • Computer & office equipment • Georgia
The purpose of this letter ("Letter of Intent") is to set forth the principal economic and legal terms agreed upon by WiFiMed Holdings Company, Inc. (hereinafter "Parent Entity") and CyberMedx Medical Systems, LLC (hereinafter the "Company"), pursuant to which a wholly-owned subsidiary of Parent Entity organized for the purpose of this transaction (hereinafter "Sub Entity") shall purchase the stock of the Company. Hereinafter, Parent Entity and Sub Entity may be referred to individually or collectively as "WiFiMed." Parent Entity, Sub Entity and the Company shall be referred to collectively as the "Parties."
SECURITY AGREEMENTSecurity Agreement • May 25th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment
THIS SECURITY AGREEMENT, ("Agreement") is made May 18, 2007, by and between JMJ TECHNOLOGIES, INC., a Georgia corporation, located at 2000 RiverEdge Parkway, Suite GL100A, Atlanta, Georgia 30328 (hereinafter "Borrower"), and WiFiMed Holdings Company, Inc., a Nevada corporation (the "Bridge Lender").
ARCHER CAPITAL BUSINESS CONSULTING AGREEMENTBusiness Consulting Agreement • January 14th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • Massachusetts
THIS BUSINESS CONSULTING AGREEMENT ("Agreement") is made and entered into as of the 29th day of August, 2007, between Archer Capital, Inc., located at 209 Johnson Street, North Andover, MA 01845, (hereinafter referred to as "ARCHER CAPITAL") and WiFiMED Holdings, Inc., located at 2000 RiverEdge Pkwy, Suite GL 100A, Atlanta, GA 30328 (hereinafter referred to as the "WIFIMED"). This Agreement supersedes any prior consulting agreement(s) between the parties wherein services are to be rendered by ARCHER CAPITAL in exchange for S-8 shares.
TO: The Purchasers of WifiMed Holdings Company, Inc. 10% Convertible Debentures and Warrants To Whom It May Concern:Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment
It is my understanding that the Company is contemplating entering into a Purchase Agreement dated May 13, 2008 ("Purchase Agreement") and that the Purchase Agreement requires (i) the vote by the stockholders of the Company to approve an amendment to the Company's articles or certificate of incorporation that increases the number of authorized shares of Common Stock from 75,000,000 to at least 500,000,000 (the "Amendment") and (ii) the filing by the Company of the Amendment with the Secretary of State of the State of Nevada and the acceptance of the Amendment by the Secretary of State of the State of Nevada.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 9th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment • Georgia
This Asset Purchase Agreement ("Agreement") is made and entered into as of this 21st day of September, 2007, by and among JMJ Technologies, Inc., a Georgia corporation having its principal place of business at 2000 RiverEdge Drive, Suite GL 100A, Atlanta, GA 30328 ("Seller"), WiFiMed Holdings Company, Inc., a Nevada corporation, having its principal place of business at 3320 Keenland Road, Marietta, Georgia 30062 ("Buyer Parent Company"), and EncounterPRO Healthcare Resources, Inc., a Georgia Corporation having its principal place of business at 2000 RiverEdge Drive, Suite GL 100A, Atlanta, GA 30328 ("Buyer"). (Seller, Buyer Parent Company, and Buyer are hereinafter referred to individually, as a "Party", collectively as the "Parties." Buyer and Buyer Parent Company are hereinafter referred to collectively as the "Buyer Parties.") Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 1.
FORM OF LOCK-UP AGREEMENTWifimed Holdings Company, Inc. • December 6th, 2007 • Computer & office equipment • New York
Re: Securities Purchase Agreement, dated as of November 30, 2007 (the "Purchase Agreement"), between Wifimed Holdings Company, Inc., a Nevada corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers")
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 17th, 2004 • Bellacasa Productions Inc • Services-motion picture & video tape production • Massachusetts
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated November 16, 2004, and is by and between Bellacasa Productions, Inc., a Nevada corporation (the "Company") and Aquamer, Inc., a Delaware corporation ("Aquamer"), (together the "Parties").
Exhibit 10.5 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") made and entered into as of August 31, 2000 by and between BellaCasa Productions, Inc., a Nevada corporation (the "Company"), and Frank LaLoggia (the "Executive"). The Executive is...Employment Agreement • July 16th, 2001 • Bellacasa Productions Inc • Services-motion picture & video tape production • California
CONSULTANCY AGREEMENTConsultancy Agreement • March 31st, 2006 • Bellacasa Productions Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS CONSULTANCY AGREEMENT (the "Agreement") is effective as of this 31st day of October, 2005, between Bellacasa Productions, Inc., a corporation having its principal place of business at 26 Chestnut Street, Suite 2L, Andover, MA 01810 (hereinafter referred to as the "Company"), and Arnold & Associates, LLC, a corporation having its principal place of business at 4 Jetty Lane, Falmouth, MA 02540 (hereinafter referred to as "Consultant"). Company and Consultant are hereinafter sometimes individually referred to as the "Party" and jointly as the "Parties."
CONSULTANCY AGREEMENTConsultancy Agreement • March 31st, 2006 • Bellacasa Productions Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS CONSULTANCY AGREEMENT (the "Agreement") is effective as of this 1st day of October, 2005, between Bellacasa Productions, Inc., a corporation having its principal place of business at 26 Chestnut Street, Suite 2L, Andover, MA 01810 (hereinafter referred to as the "Company"), and Stuart J. (Skip) Hamill, an individual residing at ________________ (hereinafter referred to as "Consultant"). Company and Consultant are hereinafter sometimes individually referred to as the "Party" and jointly as the "Parties."
Agreement and Plan of Merger by and among BELLACASA PRODUCTIONS, INC. a Nevada corporation WIFIMED ACQUISITION, INC. a Delaware corporation and WiFiMed, Inc. a Delaware corporation SEPTEMBER ____, 2006Agreement and Plan of Merger • September 21st, 2006 • Bellacasa Productions Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (the "Agreement") is made this _____ day of _____________ 2006, by and among Bellacasa Productions, Inc., a Nevada corporation ("BCP"), WIFIMED ACQUISITION, INC., a Delaware corporation and wholly owned subsidiary of BCP ("NEWCO") and WiFiMed, Inc., a Delaware corporation ("WiFiMed").
Subordination AgreementSubordination Agreement • December 6th, 2007 • Wifimed Holdings Company, Inc. • Computer & office equipment
The undersigned lenders (each a "Creditor", and collectively referred to as "Creditors") are creditors of WiFiMed Holdings Company Inc., a Nevada corporation and/or its direct and indirect subsidiaries (each of the Company, and its direct and indirect subsidiaries, a "Borrower" and collectively, the "Borrowers") and desire that each of the Purchasers (each, a "Senior Lender" and collectively, the "Senior Lenders") extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including, without limitation, up to $2,250,000 of Debentures pursuant to that certain Securities Purchase Agreement dated on or about November 30, 2007, among the Borrower and the Senior Lenders (the "Purchase Agreement"). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
CONSENT, WAIVER AND AMENDMENTConsent, Waiver and Amendment Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
THIS CONSENT, WAIVER AND AMENDMENT AGREEMENT (this "Agreement"), dated as of May 13, 2008 is entered into by and among WifiMed Holdings Company, Inc., a Nevada corporation (the "Company"), and the persons identified as "Holders" on the signature pages hereto (the "Holders").
Subordination AgreementSubordination Agreement • May 15th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment
The undersigned lenders (each a "Creditor", and collectively referred to as "Creditors") are creditors of WiFiMed Holdings Company Inc., a Nevada corporation and/or its direct and indirect subsidiaries (each, a "Borrower" and collectively referred to herein as "Borrowers") and desire that Enable Growth Partners LP, Enable Opportunity Partners LP, and Pierce Diversified Strategy Master Fund LLC, ena (each, a "Senior Lender" and collectively, the "Senior Lenders") continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper and to grant a waiver to permit the Borrowers to enter into that certain Securities Purchase Agreement dated on or about May 13, 2008. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated May 13, 2008 among the Borrower, the Creditors, and the investors signatory thereto (the "May Purchase Agreement"). For the purpose of i
TO: The Purchasers of WifiMed Holdings Company, Inc. 10% Convertible Debentures and Warrants To Whom It May Concern:Wifimed Holdings Company, Inc. • May 15th, 2008 • Computer & office equipment
This letter will confirm my agreement to vote all shares of WifiMed Holdings Company, Inc. (the "Company") voting stock over which I have voting control in favor of any resolution presented to the shareholders of the Company to approve the Authorized Share Approval (as defined below). This agreement is given in consideration of, and as a condition to enter into a Securities Purchase Agreement, dated May 13, 2008, among the Company and the purchasers signatory thereto, to provide capital to the Company and is not revocable by me.
LOCK-UP AGREEMENTSecurities Purchase Agreement • January 14th, 2008 • Wifimed Holdings Company, Inc. • Computer & office equipment • New York
Re: Securities Purchase Agreement, dated as of November 30, 2007 (the "Purchase Agreement"), between WiFiMed Holdings Company, Inc., a Nevada corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers")
