Axcess Medical Imaging Corp Sample Contracts

SHARE PURCHASE AGREEMENT, DATED OCTOBER 12, 2007, BETWEEN WILLIAM TAY AND RUSSELL B. ADLER. SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 17th, 2007 • Firstway Enterprises, Inc. • Blank checks • Delaware

This Agreement made as of the 12th day of October, 2007 (“Agreement”), by and between William Tay, with an address at 305 Madison Avenue, Suite 1166, New York, NY 10165 ("Seller"), and Russell B. Adler, (individually and as representative for Purchaser’s Group), with an address at 10800 Biscayne Blvd., Ste. 350, N. Miami, Florida 33161 ("Purchaser").

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Firstway Enterprises, Inc. • June 18th, 2008 • Blank checks • Florida

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 2, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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CONSULTING AGREEMENT
Consulting Agreement • June 18th, 2008 • Firstway Enterprises, Inc. • Blank checks • Florida

CONSULTING AGREEMENT, dated as of the 2nd day of May, 2008 (the “Effective Date”), by and between Firstway Enterprises, Inc., a Delaware corporation (the “Company”), and Searchlight Partners, LLC, a Florida limited liability company (“Consultant”).

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SECURITIES PURCHASE AGREEMENT AMONG US IMAGING HOLDING, LLC, CLEARWATER RESOURCES, INC., BRADENTON RESOURCES, INC., MRI-SOUTH UMBERTON, INC., MORGAN MEDICAL CORPORATION, CHARLOTTE RESOURCES, INC., JACKSONVILLE RESOURCES, INC., DIAGNOSTIC IMAGING...
Securities Purchase Agreement • March 13th, 2009 • Axcess Medical Imaging Corp • Blank checks • Florida

SECURITIES PURCHASE AGREEMENT, dated as of March 11, 2009 (the “Agreement”), among US Imaging Holding, LLC, a limited liability company organized under the laws of Nevada and a wholly owned subsidiary of Axcess Medical Imaging Corporation, a Delaware corporation (the “Purchaser”), Diagnostic Imaging Resources, L.L.C. (“Diagnostic Imaging”), a limited liability company organized under the laws of Delaware, Morgan Medical Holdings, Inc., a corporation organized under the laws of Colorado (“Morgan Medical” and, together with Diagnostic Imaging, the “Sellers”), Clearwater Resources, Inc., a corporation organized under the laws of Delaware (“Clearwater”), Bradenton Resources, Inc., a corporation organized under the laws of Delaware (“Bradenton”), MRI-South Umberton, Inc., a corporation organized under the laws of Florida (“MRI-South”), Morgan Medical Corporation, a corporation organized under the laws of Florida (“Morgan”), Charlotte Resources, Inc., a corporation organized under the laws o

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • June 18th, 2008 • Firstway Enterprises, Inc. • Blank checks • Florida

This Agreement dated as of the 2nd day of May, 2008, by and among Firstway Enterprises, Inc., a Delaware corporation having its offices at 12876 Biscayne Boulevard, Suite 276, Miami, Florida 33181 (the “Issuer”), US Imaging Holding LLC, with offices at 600 North Cattleman Road, Sarasota, Florida 34232 (“Imaging”), John Uphold, an individual (“Uphold”) and Stephen Miley, an individual (“Miley”). Uphold and Miley are hereinafter referred to collectively as the “Members” and individually as a “Member”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 18th, 2008 • Firstway Enterprises, Inc. • Blank checks • Florida

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 2, 2008, by and among STEVEN POSNER IRREVOCABLE TRUST, U/T/A (the “Purchaser”), and FIRSTWAY ENTERPRISES, INC., a Delaware corporation (the "Company").

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MODIFICATION OF PROMISSORY NOTE ("Modification")
Modification of Promissory Note • September 11th, 2008 • Axcess Medical Imaging Corp • Blank checks

THAT, ____________________ ("Borrower"), a Florida limited liability company, acting herein by and through Stephen M. Miley, M.D. its duly authorized Member, being legally obligated to pay that certain promissory note dated December 30, 2005, in the principal amount of _______ ("Note"), executed by Borrower and made payable to the order of AMEGY BANK NATIONAL ASSOCIATION ("Lender"), said Note being secured by, inter alia, that certain (i) Commercial Security Agreement dated December 30, 2005, executed by Borrower in favor of Lender, (ii) Business Loan Agreement (Asset Based) dated December 30, 2005, executed by Borrower and Lender, (iii) Commercial Guaranty dated December 30, 2005, executed by Stephen M. Miley, M.D. in favor of Lender, (iv) Commercial Guaranty dated December 30, 2005, executed by John Uphold, M.D. in favor of Lender, (v) Commercial Guaranty dated December 30, 2005, executed by William Campbell Walker, M.D. in favor of Lender and (vi) Commercial Guaranty dated December

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