First Choice Healthcare Solutions, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 8, 2013, between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT first choice healthcare solutions, inc.
First Choice Healthcare Solutions, Inc. • November 14th, 2013 • Services-management services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HILLAIR CAPITAL INVESTMENTS L.P. or its assigns (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 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), up to 2,320,000 shares (as subject to adjustment hereunder, 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2011 • Medical Billing Assistance, Inc. • Services-management services • New York

Medical Billing Assistance Inc., a Colorado corporation, with its principal office at 709 South Harbor City Boulevard, Suite 250, Melbourne, FL 32901 (hereinafter referred to as the “Company”),

SECURITY AGREEMENT
Security Agreement • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York

This SECURITY AGREEMENT, dated as of November 8, 2013 (this “Agreement”), is among First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due December 28, 2013, in the original aggregate principal amount of $2,320,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

INVESTMENT AGREEMENT
Investment Agreement • February 1st, 2011 • Medical Billing Assistance, Inc. • Services-management services • New York

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to seven million dollars ($7,000,000) to purchase the Company's Common Stock, at $0.001 par value per share (the "Common Stock"); and

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York

SUBSIDIARY GUARANTEE, dated as of November 8, 2013 (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 First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and the Purchasers.

UNITS, COMPRISED OF SHARES OF COMMON STOCK AND WARRANTS OF FIRST CHOICE HEALTHCARE SOLUTIONS, INCORPORATED UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • New York

The undersigned, First Choice Healthcare Solutions, Incorporated, a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of First Choice Healthcare Solutions, Incorporated (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Laidlaw & Company (UK) Ltd. is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

LOAN AGREEMENT Dated as of August 12, 2011 Between MARINA TOWERS, LLC, as Borrower and GUGGENHEIM LIFE AND ANNUITY COMPANY, as Lender
Loan Agreement • August 22nd, 2011 • Medical Billing Assistance, Inc. • Services-management services • New York

THIS LOAN AGREEMENT, dated as of August 12, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company, having an address at 10689 N. Pennsylvania Street, Suite 200, Indianapolis, Indiana 46280 (“Lender”), and MARINA TOWERS, LLC, a Florida limited liability company, having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901 (“Borrower”).

FIRST CHOICE HEALTHCARE SOLUTIONS, INC. Indemnification Agreement
Indemnification Agreement • May 1st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Delaware

This Indemnification Agreement (this “Agreement”) is made as of April ___, 2014 by and between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2013, by and between FIRST CHOICE HEALTHCARE SOLUTIONS, INC., a Delaware corporation, with headquarters located at 709 South Harbor City Boulevard - Suite 250, Melbourne, FL 32901 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE december 28, 2013
First Choice Healthcare Solutions, Inc. • November 14th, 2013 • Services-management services • New York

THIS 8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Secured Convertible Debentures of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901, designated as its 8% Original Issue Discount Secured Convertible Debenture due December 28, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

COMMON STOCK PURCHASE OPTION FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
First Choice Healthcare Solutions, Inc. • April 14th, 2016 • Services-medical laboratories

THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, ____________________ or its assigns (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 on which the Holder satisfies the performance conditions set forth in Section 1(c), (the “Initial Exercise Date”) and on or prior to the close of business on April 30, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from FIRST CHOICE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Option shall be equal to the Exercise Price, as defined in Section 1(b).

LEASE between GMR MELBOURNE, LLC, a Delaware limited liability company as Landlord AND Marina Towers, LLC, a Florida limited liability company as Tenant Dated as of March __, 2016
Lease • April 4th, 2016 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories

THIS LEASE (“Lease”) is dated as of March __, 2016, and is by and between GMR MELBOURNE, LLC, a Delaware limited liability company (“Landlord”), and Marina Towers, LLC , a Florida limited liability company (“Tenant”), on the other hand.

GUARANTY AGREEMENT
Guaranty Agreement • August 22nd, 2011 • Medical Billing Assistance, Inc. • Services-management services

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of August 12, 2011, by CHRISTIAN C. ROMANDETTI, having an address at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901 (whether one or more collectively referred to as “Guarantor”), for the benefit of GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company, having an address at 10689 N. Pennsylvania Street, Suite 200, Indianapolis, Indiana 46280 (together with its successors and/or assigns, “Lender”).

Registration Rights Agreement
Registration Rights Agreement • February 13th, 2012 • Medical Billing Assistance, Inc. • Services-management services • New York

This Registration Rights Agreement (this “Agreement”) by and between Medical Billing Assistance, Inc., a Colorado corporation (the “Issuer”), and Medtrx Provider Network, LLC, a Delaware limited liability company (“MedTRX”), is for services rendered between June 6, 2011 and December 23, 2011, subject to inspection and approval by MedTRX by February 2, 2012 (the “Effective Date”).

MEMBERSHIP INTEREST PURCHASE CLOSING AGREEMENT
Membership Interest Purchase Closing Agreement • April 9th, 2012 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida

THIS MEMBERSHIP INTEREST PURCHASE CLOSING AGREEMENT (this "Agreement") is made and entered into effective this 2nd day of April, 2012 (the "Effective Date"), by and between ANTHONY LOMBARDO, M.D. ("Seller"), FCID MEDICAL, INC., a Florida corporation ("Buyer"), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company authorized to do business in Florida (the "Company").

FORM OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into effective this 28th day of August 2013 by and between __________ a New York corporation ("Seller"), and First Choice Healthcare Solutions Inc., a Delaware corporation authorized to do business in Florida (the "Buyer").

AGREEMENT TO MODIFY LOAN AND SECURITY AGREEMENT DATED JUNE 13, 2013
Agreement to Modify Loan and Security Agreement • December 18th, 2015 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories

WHEREAS, CT Capital, LTD ("CT") entered into the Loan and Security Agreement, dated June 13, 2013, with First Choice Medical Group of Brevard, LLC ("FCMG") pursuant to which CT made a loan available to FCMG with a maturity date of December 31, 2016 (the "Loan");

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • February 8th, 2018 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Florida

This Membership Interest Purchase Agreement (this “Agreement”) is dated January 31, 2018, but made effective as of January 1, 2018 (the “Effective Date”), is by and between HMA BLUE CHIP INVESTMENTS, LLC, a Delaware limited liability company (the “Seller”) and CCSC HOLDINGS, INC., a Florida corporation (the “Purchaser”). The Seller and Purchaser are sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services

THIS AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 28th of August, 2013, by and among MTI Capital, LLC, a Delaware limited liability company (“Lender”) and First Choice Healthcare Solutions, Inc., a Delaware corporation (“Borrower”).

LICENSE AGREEMENT
License Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida

This AGREEMENT, made as of August 28, 2013 by and between Donald Bittar., having a place of business at 1675 Saladino Street, Palm Bay, FL 32909 (hereinafter "Bittar"); and First Choice Healthcare Solutions, Inc., having an office at 709 S. Harbor City Blvd, Suite 250, Melbourne Florida 32901, United States (hereinafter "FCHS")

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida

THIS LOAN AND SECURITY AGREEMENT, dated as of June 13, 2013, is entered into between CT CAPITAL, LTD., d/b/a CT Capital, LP, a Florida limited partnership with its principal place of business at 6300 NE 1st Avenue, Suite 201, Fort Lauderdale, FL 33334 ("Capital" or “Lender”), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company, with its principal place of business and chief executive office at 709 South Harbor City Blvd., Suite 100, Melbourne, FL 32901("Borrower").

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REGISTRATION RIGHTS AGREEMENT AMENDMENT
Registration Rights Agreement • May 5th, 2011 • Medical Billing Assistance, Inc. • Services-management services

THIS AMENDMENT, dated May 5, 2011, is hereby being made to the REGISTRATION RIGHTS AGREEMENT (“the RR Agreement”) entered into on or about January 26, 2011 by and between

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 9th, 2012 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida

This MANAGEMENT SERVICES AGREEMENT is made and entered into as of the 5th day of October, 2011, and shall be effective November 1, 2011, by and between FCID MEDICAL, INC., INC., a Florida corporation ("Manager"), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company authorized to do business in Florida ("Practice").

MTI CAPITAL LLC Agreement (May 1, 2013)
First Choice Healthcare Solutions, Inc. • March 31st, 2014 • Services-management services

This loan commitment as of May 1, 2013 from MTI Capital LLC to First Choice Healthcare Solutions, Inc. shall be binding, provided final ALL required documents from the lender are executed within 30 days.

AGREEMENT TO MODIFY LOAN INTEREST RATE AND CONSENT TO FCHS SECURED DEBT ISSUANCE
First Choice Healthcare Solutions, Inc. • March 31st, 2014 • Services-management services

WHEREAS, CT Capital LTD (“CT”) entered into the Loan and Security Agreement, dated June 13, 2013, with First Choice Medical Group of Brevard, LLC (“FCMG”), pursuant to which CT made a loan available to FCMG with a maturity date of December 31, 2016 (the “Loan”);

FLORIDA CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE DOCUMENTARY STAMP TAXES HAVE BEEN PAID UPON THE RECORDING OF THE MORTGAGE SECURING THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE
Medical Billing Assistance, Inc. • August 22nd, 2011 • Services-management services

THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (the “Note”) is made and entered into as of the 12th day of August, 2011, by and between MARINA TOWERS, LLC, a Florida limited liability company, as maker, having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901 (“Borrower”) and GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company, having an address at 10689 N. Pennsylvania Street, Suite 200, Indianapolis, Indiana 46280 (together with its successors and/or assigns, “Lender”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 2nd, 2018 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Delaware

This STOCK PURCHASE AGREEMENT, dated as of February 6, 2018, is by and between FIRST CHOICE HEALTHCARE SOLUTIONS, INC., a Delaware corporation with its principal offices at 709 South Harbor City Boulevard, Suite 530, Melbourne, FL 32901 (the “Company”), and STEWARD HEALTH CARE SYSTEM LLC, a Delaware limited liability company with its principal offices at 111 Huntington Avenue, Suite 1800, Boston, MA 02199 (the “Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida

THIS EMPLOYMENT AGREEMENT is made and entered into as of this 30th day of March, 2014, with an effective date of January 1, 2014 by and between First Choice Healthcare Solutions, Inc., a Delaware corporation with offices at Marina Towers, Melbourne, Florida (the “Corporation”), and Christian (“Chris”) Romandetti, an individual residing in Indialantic, Florida (the “Executive”), under the following circumstances:

FORM OF REPRESENTATIVE’S WARRANT AGREEMENT
Warrant Agreement • June 10th, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • New York

This Warrant (this “Warrant”) is issued pursuant to and in connection with that certain Underwriting Agreement, dated as of ___________, 2014, by and among the Company and the Underwriters named therein, relating to a firm commitment public offering of Units, each Unit comprised of two shares of Common Stock and one warrant to purchase one share of Common Stock, underwritten by the Underwriters. This Warrant is subject to a one-year lock-up period from the date of effectiveness of the registration statement related to this Offering. The terms not otherwise defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

April 30, 2014
Securities Purchase Agreement • May 15th, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services

Reference is made to the Securities Purchase Agreement, dated as of November 8, 2013 (the “Securities Purchase Agreement”), between First Choice Healthcare Solutions, Inc. (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). All capitalized but undefined terms herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

SHARE EXCHANGE AGREEMENT BY AND AMONG MEDICAL BILLING ASSISTANCE, INC. THE STOCKHOLDERS OF FCID MEDICAL, INC. AND FCID HOLDINGS, INC. AND FCID MEDICAL, INC. AND FCID HOLDINGS, INC.
Share Exchange Agreement • January 3rd, 2011 • Medical Billing Assistance Inc • Services-management services • Colorado

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of December 29, 2010, by and among MEDICAL BILLING ASSISTANCE, INC. a Colorado corporation (the "Buyer"), FCID MEDICAL, INC. AND FCID HOLDINGS, INC., Florida corporations (collectively, the “Company”), and each of the persons listed under the caption "Stockholders" on the signature page hereof, such persons being all of the stockholders of the Company. The Stockholders shall be referred to herein collectively as the "Stockholders" and individually as a "Stockholder."

AGREEMENT TO MODIFY LOAN MAXIMUM LINE OF CREDIT AND CONSENT TO FCHS SECURED DEBT ISSUANCE
First Choice Healthcare Solutions, Inc. • June 11th, 2015 • Services-medical laboratories

WHEREAS, CT Capital, LTD (“CT”) entered into the Loan and Security Agreement, dated June 13, 2013, with First Choice Medical Group of Brevard, LLC (“FCMG”) pursuant to which CT made a loan available to FCMG with a maturity date of December 31, 2016 (the “Loan”);

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • November 18th, 2016 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • New York

AGREEMENT, dated as of November 14, 2016 (this “Agreement”), between Hillair Capital Investments, L.P. (“Hillair” or the “Seller”), whose address is c/o Ellenoff Grossman & Schole, LLP, 1345 Avenue of the Americas, New York, New York 10105, and First Choice Healthcare Solutions, Inc. (“FCHS” or the “Purchaser”), Delaware Corporation.

GUARANTY
First Choice Healthcare Solutions, Inc. • May 15th, 2012 • Services-management services

For sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce CCR OF MELBOURNE, INC. (“Lender”) to accept that certain Revolving Line of Credit Promissory Note (the “Note”) of even date herewith in the original principal amount of $500,000.00 from FCID MEDICAL, INC. (“Borrower”), and the Loan Agreement dated of even date herewith (the “Loan Agreement”), the undersigned hereby unconditionally guaranties to Lender the prompt payment of all amounts due on the Note and Loan Agreement as and when the same shall become due whether by acceleration, extension or otherwise and the due and prompt performance of all obligations under the Note and the Loan Agreement. Lender may extend or renew any indebtedness or release any lien or collateral securing same, or waive any rights thereunder, or release any accommodation party or party secondarily liable thereon, all without the acknowledgement and consent of the undersigned and without thereby releasing or

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