Performance Health Technologies Inc Sample Contracts

FORM OF WARRANT
Performance Health Technologies Inc • July 3rd, 2007 • Electromedical & electrotherapeutic apparatus • Delaware
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RECITALS
Subscription Agreement • July 3rd, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New York
PERFORMANCE HEALTH TECHNOLOGIES, INC. AMENDED AND RESTATED STOCK PURCHASE WARRANT For value received, Performance Health Technologies, Inc., a corporation of the State of Delaware (the "Company"), promises to deliver to ____________ ("Holder") a...
Performance Health Technologies Inc • May 14th, 2007 • Electromedical & electrotherapeutic apparatus

For value received, Performance Health Technologies, Inc., a corporation of the State of Delaware (the "Company"), promises to deliver to ____________ ("Holder") a certificate for ____________ fully-paid and non-assessable shares of the Common Stock of the Company, as constituted at the time of purchase, upon presentation and surrender of this Warrant duly endorsed at any time on or before December 31, 2010 at the office or agency of the Company, upon payment of the purchase price of $.25 per share therefor; provided, any such exercise shall be for whole shares of Common Stock and no fractional shares shall be issued hereunder.

RECITALS
Subscription Agreement • July 3rd, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New York
TERMINATION AGREEMENT ---------------------
Termination Agreement • November 19th, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus
INTRODUCTION
Registration Rights Agreement • July 3rd, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New York
RECITALS:
Consulting Agreement • May 14th, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
Recitals
Amendment Agreement • September 27th, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus
WARRANT
Performance Health Technologies Inc • November 19th, 2007 • Electromedical & electrotherapeutic apparatus • Delaware
LEASE
Lease • February 12th, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New Jersey
WARRANT
Performance Health Technologies Inc • July 3rd, 2007 • Electromedical & electrotherapeutic apparatus • Delaware
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RECITALS
Debt Exchange Agreement • July 3rd, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
ARTICLE II ---------- SECURITY AGREEMENT
Security Agreement • July 3rd, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New Jersey
RECITALS
Sales and Marketing Agreement • May 14th, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • New Jersey
Robert Prunetti, President & CEO Performance Health Technologies, Inc. Trenton, NJ 08611 January 24, 2008
Performance Health Technologies Inc • April 15th, 2008 • Electromedical & electrotherapeutic apparatus • Florida

PERFORMANCE HEALTH TECHNOLOGIES, INC.., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”), a copy of which has been delivered to you, up to $2,500,000 worth of units (the “Units”), each unit is $1,000 and with terms described in Exhibit A. Dawson James Securities, Inc. (the “Selling Agent”) agrees to offer and sell the Offered Securities on a non-exclusive “best efforts” basis during the offering period described in the Offering Document (the “Offering Period”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Offering Document. It is intended that the offer, offer for sale and sale of the Offered Securities will be made only to “accredited inv

PERFORMANCE HEALTH TECHNOLOGIES, INC. The undersigned hereby agrees that for a period commencing on January 19, 2006 and expiring on the later of the termination of the Standby Equity Distribution Agreement dated January 19, 2006 between the Company...
Performance Health Technologies Inc • February 12th, 2007 • Electromedical & electrotherapeutic apparatus

The undersigned hereby agrees that for a period commencing on January 19, 2006 and expiring on the later of the termination of the Standby Equity Distribution Agreement dated January 19, 2006 between the Company and the Cornell Capital Partners, LP (the "Investor") (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the "Securities") except in accordance with the volume limitations set forth in Rule 144(e) of

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT...
Performance Health Technologies Inc • August 19th, 2008 • Electromedical & electrotherapeutic apparatus • Delaware

THIS IS TO CERTIFY THAT, for value received, DAWSON JAMES SECURITIES, INC., or its registered assigns (hereinafter referred to as the (“Holder”), is entitled to subscribe and purchase from PERFORMANCE HEALTH TECHNOLOGIES, INC., a Delaware corporation (the “Company”), commencing on the date hereof, 100,000 shares of Common Stock, $.01 par value, of the Company (the “Shares”), at the place where the Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as hereinafter defined), all subject to adjustment and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described; provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Company Common Stock beneficially owned by the Holder and its affili

EXHIBIT 10.31 PERFORMANCE HEALTH TECHNOLOGIES, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • November 14th, 2006 • Performance Health Technologies Inc • Florida
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