Titanium Healthcare, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 6th, 2015 • Titanium Healthcare, Inc. • Retail-drug stores and proprietary stores • Nevada

This Indemnification Agreement ("Agreement"), dated as of ____________, is by and between Titanium Healthcare, Inc., a Nevada corporation (the "Company") and ____________________ (the "Indemnitee" and together with Company, the "Parties," and each a "Party").

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 4th, 2010 • Smsa Gainesville Acquisition Corp. • Blank checks • Texas

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 4, 2010, between SMSA Gainesville Acquisition Corp., a Nevada corporation (“SMSA”), and Paul Interrante, an individual residing in Dallas, Texas (the “Purchaser”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 21st, 2009 • Smsa Gainesville Acquisition Corp.

This Agreement and Plan of Merger (this "Agreement"), is made this 9th day of September 2009, by and between Senior Management Services of Gainesville, Inc., a Texas corporation (“SMSA Texas”), and SMSA Gainesville Acquisition Corp., a Nevada corporation ("SMSA Nevada. "). SMSA Nevada is sometimes hereinafter referred to as the “Surviving Corporation and the two corporate parties hereto being sometimes collectively referred to as the "Constituent Corporations"),

EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2015 • Titanium Healthcare, Inc. • Retail-drug stores and proprietary stores

This Employment Agreement (the “Agreement”) by and between Titanium Healthcare, Inc., a Nevada corporation (the “Company” or “TIHC”), and Kamran Nezami (“Executive”) is hereby entered into effective as of October 1, 2015 (“Effective Date”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 26th, 2013 • Smsa Gainesville Acquisition Corp. • Blank checks • Texas

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 19th day of December, 2013 by and between the parties listed on Schedule A (each a “Seller” and collectively, the “Sellers”), and the parties listed on Schedule B (each a “Purchaser” and collectively, the “Purchasers”), setting forth the terms and conditions upon which the Sellers will sell Nine Million Eight Hundred Ninety-Two Thousand Nine Hundred Fifty-Six (9,892,956), shares of SMSA Gainesville Acquisition Corp. (“SMSA Gainesville”) common stock (the “Shares”) owned by the Sellers to the Purchasers. The Sellers and the Purchasers, may be referred to herein singularly as a “Party” and collectively, as the “Parties.”

LEASE TERMINATION AGREEMENT
Lease Termination Agreement • May 5th, 2015 • Titanium Healthcare, Inc. • Blank checks

This LEASE TERMINATION AGREEMENT (this "Agreement") is made and entered into effective as of the 29th day of April, 2015 (the "Termination Date"), by and between TITANIUM HEALTHCARE, INC., a Nevada corporation formerly known as SMSA Gainesville Acquisition Corp. ("Tenant"), and GML HOLDINGS, LP, a Texas limited partnership ("Landlord").

LEASE between GML HOLDINGS, LP as Landlord and SMSA GAINESVILLE ACQUISITION CORP. as Tenant dated as of February 21, 2014 LOCATION OF LEASED PREMISES: Plano, Texas
Lease • February 27th, 2014 • Smsa Gainesville Acquisition Corp. • Blank checks

This LEASE AGREEMENT (this “Lease”) is made as of the 21st day of February, 2014 (the “Effective Date”), by and between GML HOLDINGS, LP, a Texas limited partnership, having an office at 6565 West Loop South, Suite 110, Bellaire, Texas 77401 (“Landlord”), and SMSA GAINESVILLE ACQUISITION CORP., a Nevada corporation, having its principal office at 610 Coit Road—Unit 2, Suite 170, Plano, Texas 75075 (“Tenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2016 • Titanium Healthcare, Inc. • Retail-drug stores and proprietary stores

This Employment Agreement (the "Agreement") by and between Elluminance, LLC, a Texas limited liability company (the "Company" or "ELMN"), and __________ ("Executive") is hereby entered into effective as of January 24, 2016 ("Effective Date").

PURCHASE & SALE AGREEMENT by and among PREFERRED RX, LLC (as the Company) THE SECURITYHOLDERS and SMSA GAINESVILLE ACQUISITION CORP. (as Purchaser) Dated as of September 30, 2014
Purchase & Sale Agreement • October 6th, 2014 • Smsa Gainesville Acquisition Corp. • Blank checks • Texas

This PURCHASE & SALE AGREEMENT is dated as of September 30, 2014 (this “Agreement”) by and among Preferred Rx, LLC, a Texas limited liability company (the “Company”), the equity owners of the Company set forth on Exhibit “A” attached hereto (the “Securityholders”) and SMSA Gainesville Acquisition Corp., a Nevada for-profit corporation (“Purchaser” and, together with the Company and the Securityholders, the “Parties”).

TRANSACTION AGREEMENT For the Acquisition of Certain Assets of PREFERRED RX, L.L.C. a Texas limited liability company By CARE SERVICES, LLC a Delaware limited liability company October 10, 2014
Transaction Agreement • October 17th, 2014 • Titanium Healthcare, Inc. • Blank checks • Texas

This Agreement Summary, together with the Appendices that are attached to this Agreement Summary, collectively constitute a Transaction Agreement, Signed as of October 10, 2014, which the Parties refer to in this Agreement as the “Effective Date.” This Agreement Summary is not a stand-alone Contract, but is intended to be the summary document that describes the basic business terms of the Transactions and incorporates the Appendices into the Transaction Agreement. The Parties refer to the Transaction Agreement (including all of the Appendices collectively) as this “Agreement.”

Re: Joint Venture Transaction
Titanium Healthcare, Inc. • November 13th, 2015 • Retail-drug stores and proprietary stores

The purpose of this letter of intent ("Letter") is to set forth certain agreements between Titanium Healthcare, Inc.,a Nevada corporation ("Titanium"), a to-be-formed joint venture subsidiary called "ODIN Applied Research Laboratories, Inc.", a Texas limited liability company or "OARL", and ODIN Industries, a Georgia limited liability company ("ODIN") with respect to the business combination of certain capabilities of Titanium and ODIN into a mutually owned entity OARL (the "Joint Venture" or "JV"), on the terms and subject to the conditions set forth below.

Re: Joint Venture Transaction
Titanium Healthcare, Inc. • November 13th, 2015 • Retail-drug stores and proprietary stores

The purpose of this letter of intent ("Letter") is to set forth certain agreements between Titanium Healthcare, Inc.,a Nevada corporation ("Titanium"), LBData, LLC, a Texas limited liability company ("LBDATA"), Wave Quantum, LLC, a Texas limited liability company or ("Wave Quantum"), and a to-be-formed joint venture called "Elluminance LLC", a Texas limited liability company or ("Elluminance"), with respect to the business combination of certain capabilities of Titanium, Wave Quantum, and LBDATA into a mutually owned entity Elluminance (the "Joint Venture" or "JV"), on the terms and subject to the conditions set forth below.

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