MDWERKS, INC. Warrant No. 1C ---- CLASS C WARRANT TO PURCHASE COMMON STOCK ----------------------------------------MDwerks, Inc. • August 29th, 2006 • Services-business services, nec
MDWERKS, INC.Subscription Agreement • August 29th, 2006 • MDwerks, Inc. • Services-business services, nec
Exhibit 10.2 EMPLOYMENT AGREEMENT -------------------- (Executive Level) AGREEMENT, dated as of January 1, 2006, between MDwerks, Inc., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the...Employment Agreement • January 5th, 2006 • MDwerks, Inc. • Services-business services, nec • Florida
GUARANTYGuaranty • August 29th, 2006 • MDwerks, Inc. • Services-business services, nec • Florida
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 19, 2006, by and among MDwerks, Inc., a Delaware corporation, with headquarters located at 1020 NW 6th Street, Suite I, Deerfield Beach, FL 33442 (the...Registration Rights Agreement • October 23rd, 2006 • MDwerks, Inc. • Services-business services, nec • New York
WITNESSETH:Security Agreement • October 23rd, 2006 • MDwerks, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2008 • MDwerks, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated this 31st day of March, 2008, is made by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands and amends and restates that certain Registration Rights Agreement, dated September 28, 2007, as amended on January 18, 2008 (the "Prior Purchase Agreements").
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- (Senior Executive Level) AGREEMENT, dated as of January 1, 2006, between MDwerks, Inc., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the...Employment Agreement • January 5th, 2006 • MDwerks, Inc. • Services-business services, nec • Florida
THIS PURCHASE AGREEMENT BETWEEN: WESTERN EXPLORATION INC. 8400 E. Crescent Pkwy #600 Greenwood Village, CO USA 80111 Attention: Peter Banysch ------------------------ and BROCK MCMICHAEL 3208, 13827 - 100th Avenue Surrey, BC V3T 5L2 RE: SALE AND...Purchase Agreement • August 12th, 2004 • Western Exploration Inc.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2009 • MDwerks, Inc. • Services-business services, nec • New York
This Registration Rights Agreement is made and entered into as of April 15, 2009 (as amended, modified or supplemented from time to time, this “Agreement”) by and between MDwerks, Inc., a Delaware corporation (the “Company”), and each securityholder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC. and VICIS CAPITAL MASTER FUND DATED MARCH 31, 2008Securities Purchase Agreement • April 2nd, 2008 • MDwerks, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 31st day of March, 2008, is made by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
GUARANTOR SECURITY AGREEMENTSecurity Agreement • April 22nd, 2009 • MDwerks, Inc. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between XENI MEDICAL SYSTEMS, INC., a Delaware corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among WESTERN EXPLORATION, INC., MDWERKS ACQUISITION CORP. and MDWERKS GLOBAL HOLDINGS, INC. OCTOBER 12, 2005Agreement of Merger And • October 13th, 2005 • Western Exploration Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Florida
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on October ___, 2005, by and among WESTERN EXPLORATION, INC., a Delaware corporation (“Parent”), MDWERKS ACQUISITION CORP., a Florida corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and MDWERKS GLOBAL HOLDINGS, INC., a Florida corporation (the “Company”).
WITNESSETH:Employment Agreement • February 2nd, 2007 • MDwerks, Inc. • Services-business services, nec • Florida
GUARANTY AGREEMENTGuaranty Agreement • April 22nd, 2009 • MDwerks, Inc. • Services-business services, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 15, 2009, by and between XENI MEDICAL BILLING, CORP., a Delaware corporation (“Guarantor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • October 2nd, 2007 • MDwerks, Inc. • Services-business services, nec • New York
THIS GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is made as of September 28, 2007, by and between Patient Payment Solutions, Inc., a corporation, organized under the laws of the State of Florida (“Debtor”), and VICIS CAPITAL MASTER FUND (“Vicis”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
EMPLOYMENT AGREEMENT (Executive Level)Employment Agreement • May 15th, 2009 • MDwerks, Inc. • Services-business services, nec • Florida
AGREEMENT, dated as of May 15, 2009, between MDwerks, Inc., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive").
GUARANTY AGREEMENTGuaranty Agreement • October 2nd, 2007 • MDwerks, Inc. • Services-business services, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of September 28, 2007, by and between MDWERKS GLOBAL HOLDINGS, INC., a Florida corporation (“Debtor”), and VICIS CAPITAL MASTER FUND (“Vicis”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
LOAN AND SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC., XENI FINANCIAL SERVICES, CORP. and VICIS CAPITAL MASTER FUND DATED APRIL 15, 2009Loan and Securities Purchase Agreement • April 22nd, 2009 • MDwerks, Inc. • Services-business services, nec • New York
This LOAN AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 15th day of April, 2009, is made by and between MDWERKS, INC., a Delaware corporation (“MDwerks” or the “Company”), XENI FINANCIAL SERVICES, CORP., a Florida corporation (“XFSC” and along with MDwerks, each a “Borrower” and collectively the “Borrowers”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”).
SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC. and VICIS CAPITAL MASTER FUND DATED JANUARY 18, 2008Securities Purchase Agreement • January 23rd, 2008 • MDwerks, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 18th day of January, 2008, is made by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSForma Combined Financial Statements • December 12th, 2023 • MDWerks, Inc. • Blank checks
The following unaudited pro forma combined financial data are presented to illustrate the effect of the following merger agreement (the “Merger”): On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Co. (“Two Trees”). The Merger Agreement was amended on February 16, 2023, September 11, 2023 and December 7, 2023. The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.” The Merger closed on December 8, 2023.
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 19, 2006, by and among MDwerks, Inc., a Delaware corporation, with headquarters located at 1020 NW 6th St., Suite I, Deerfield Beach, FL 33442 (the...Securities Purchase Agreement • October 23rd, 2006 • MDwerks, Inc. • Services-business services, nec • New York
GUARANTYMDwerks, Inc. • October 23rd, 2006 • Services-business services, nec • New York
RECITALSSecurity Agreement • August 29th, 2006 • MDwerks, Inc. • Services-business services, nec • Florida
Stock Purchase Agreement BY AND AMONG Tradition Reserve I LLC, MDwerks, Inc. And Ronin Equity Partners, Inc.Stock Purchase Agreement • July 27th, 2022 • MDwerks, Inc. • Blank checks • Delaware
This Stock Purchase Agreement, (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and among (i) Tradition Reserve I LLC, a New York limited liability company (“Buyer”); (ii) MDwerks, Inc., a Delaware corporation (the “Company”), and (iii) Ronin Equity Partners, Inc., a Texas corporation (“Seller”). Each of Buyer, the Company and Seller may be referred to herein collectively as the “Parties” and separately as a “Party.”
Asset Purchase AgreementAsset Purchase Agreement • June 6th, 2023 • MDWerks, Inc. • Blank checks • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) MDwerks, Inc., a Delaware corporation (the “Buyer”) and (ii) Automotive Transmission Engineering Corp., a Colorado corporation (“Seller”). Each of the Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party”.
MDWERKS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR AgreementMDwerks, Inc. • June 25th, 2008 • Services-business services, nec • Florida
Grant of Option. MDwerks, Inc. (the “Company”) hereby grants, as of ________, 200_ (“Date of Grant”), to _____________ (the “Optionee”) an option (the “Option”) to purchase up to ______ shares of the Company’s Common Stock, par value $.001 per share (the “Shares”), at an exercise price per share equal to $______ (the “Exercise Price”). The Option shall be subject to the terms and conditions set forth herein. The Option was issued pursuant to the Company’s 2005 Incentive Compensation Plan (the “Plan”), which is incorporated herein for all purposes. The Option is a Non-Qualified Stock Option, and not an Incentive Stock Option. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations.
Option Rollover Agreement Rollover Holder: [_______________]Option Rollover Agreement • December 12th, 2023 • MDWerks, Inc. • Blank checks • Delaware
This Option Rollover Agreement (this “Agreement”) is entered into as of [_____], 2023 (the “Effective Date”), by and between the MDwerks, Inc., a Delaware corporation (the “Company”), and the person or entity as set forth above (the “Rollover Holder”). The Company and the Rollover Holder may each be referred to herein individually as a “Party” and collectively as the “Parties”.
Exchange Agreement by and among MDwerks, Inc., RF Specialties LLC AND Keith A. Mort as the Sole Member of RF Specialties LLCExchange Agreement • January 25th, 2023 • MDWerks, Inc. • Blank checks • Delaware
This Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) MDwerks, Inc., a Delaware corporation (the “Company”); (ii) RF Specialties LLC, a North Carolina limited liability company (“RFS”), and (iii) Keith A. Mort as the sole member of RFS (the “Member”). Each of RFS and the Member may be referred to collectively herein as the “RFS Parties” and separately as a “RFS Party”. Each of the Company and each RFS Party may be referred to herein collectively as the “Parties” and separately as a “Party”.
AMENDMENT No. 1 To MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTEConvertible Note • March 27th, 2008 • MDwerks, Inc. • Services-business services, nec • New York
This AMENDMENT No. 1 to the MDwerks, Inc. First Amended and Restated Senior Secured Convertible Note, dated September 28, 2007 (this “Amendment”) is dated as of March 1, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”).
CONSENT AND WAIVERConsent and Waiver • November 12th, 2008 • MDwerks, Inc. • Services-business services, nec
This CONSENT AND WAIVER (this “Consent and Waiver”) is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Consenting Holder”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • January 8th, 2009 • MDwerks, Inc. • Services-business services, nec
This FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENT (the “Amendment”), dated this 31st day of December, 2008, is made by and between MDWERKS, INC., a Delaware corporation (“MDwerks” or the “Company”), XENI FINANCIAL SERVICES, CORP., a Florida corporation (“XFSC” and along with MDwerks, each a “Borrower” and collectively the “Borrowers”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”).
AMENDMENT, CONSENT AND WAIVERConsent and Waiver • April 2nd, 2008 • MDwerks, Inc. • Services-business services, nec • New York
This AMENDMENT, CONSENT AND WAIVER (this “Amendment, Consent and Waiver”) is dated as of March 31, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”).
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • December 12th, 2023 • MDWerks, Inc. • Blank checks
THIS First AMENDMENT TO CONSULTING AGREEMENT (the “First Amendment”) is made as of September 19, 2022 by and between Two Trees Beverage Company (the “Client”) and Joe Ragazzo (the “Consultant”), each of whom may be referred to herein as a “Party” and together as “Parties”.
Consulting AgreementConsulting Agreement • December 12th, 2023 • MDWerks, Inc. • Blank checks
