EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2014 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Employment Agreement (“Agreement”) is made effective as of the 28th day of February, 2014, by and between Wellness Center USA, Inc., a Nevada corporation (hereinafter referred to as the "Company"), and Donald Swanson (hereinafter referred to as the "Executive").
FORM OF WARRANTWellness Center USA, Inc. • October 7th, 2011 • Pharmaceutical preparations • Georgia
This is to certify that, for value received, ______________________ ("Holder"), is entitled to purchase, subject to the provisions of this Common Stock Purchase Warrant ("Warrant"), from WELLNESS CENTER USA IINC., a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), _________ shares of $0.001 par value per share common stock of the Company ("Shares"), at a price of U.S. $___ per Share, during the period commencing ___ ___ ______ and terminating on ___ ___ ______, at 5:00 P.M. New York Time. This Warrant is not redeemable by the Company. The number of Shares to be received upon the exercise of this Warrant and the price to be paid for a Share may be adjusted from time to time as hereinafter set forth. The exercise price of a Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as "Exercise Price."
CONFIDENTIALSubscription Agreement • October 7th, 2011 • Wellness Center USA, Inc. • Pharmaceutical preparations
Important: Read this letter carefully and complete as indicated. Forward this letter signed and completed together with your check to Wellness Center USA, Inc., at the address shown in paragraph 15.
EXCHANGE AGREEMENTExchange Agreement • January 22nd, 2013 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Exchange Agreement (“Agreement”) is made this 21st day of June, 2012 by and between Scot Johnson, Andrew Stewart, James Fuller, & Joseph Pergolizzi Jr., M.D. (hereinafter referred to individually as a “Executive Shareholder” and collectively as the “Executive Shareholders”), being certain of the Shareholders who are also officers or directors of PSORIA-SHIELD INC., a Florida company (hereinafter referred to as “PSI”), and WELLNESS CENTER USA, INC., an Illinois corporation (hereinafter referred to as the “Company”).
CONSULTANCY SERVICE AGREEMENTConsultancy Service Agreement • October 7th, 2011 • Wellness Center USA, Inc. • Pharmaceutical preparations
Presidents Corporate Group, a company duly incorporated in Hong Kong having its principal place of business at 1702 China Chem Tower, 37 Connaught Road, Central, Hong Kong (the "Consultant”) ; and
EXCHANGE AGREEMENTExchange Agreement • December 21st, 2012 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Exchange Agreement (“Agreement”) is made this 30th day of May, 2012 by and between William A. Lambos, Ph.D. and Peter A. Hannouche (hereinafter respectively referred to individually as a “Member” and collectively as the “Members”), of CNS-WELLNESS FLORIDA, LLC, a Florida limited liability company d/b/a Cognitive Neuro Sciences (hereinafter referred to as “CNS”), and WELLNESS CENTER USA, INC., an Illinois corporation (hereinafter referred to as the “Company”), collectively (hereinafter referred to as “The Parties”).
LETTER OF UNDERSTANDINGLetter of Understanding • October 7th, 2011 • Wellness Center USA, Inc. • Pharmaceutical preparations
WHEREAS, the Company (hereinafter referred to as “WCU”), is engaged in developing an online supplement store business (the “aminoFactory.com” store), and wishes to use Protein Factory as it’s supplier of Amino acid supplements. Through its website aminofactory.com, WCU will market nutritional supplements to the sports industry and general health minded public.
EXCHANGE AGREEMENTExchange Agreement • March 4th, 2014 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Exchange Agreement (“Agreement”) is made this 28th day of January, 2014 by and between Jay Joshi, MD (hereinafter referred to as a “Executive Shareholder”), being the sole Shareholder, officer, and director of National Pain Centers, Inc., a Nevada corporation (hereinafter referred to as “NPC”), and Wellness Center USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 22nd, 2013 • Wellness Center USA, Inc. • Pharmaceutical preparations • Florida
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this 11th day of December, 2010, by and among Scot L. Johnson (“Johnson”) (referred to herein as the “Licensor”), and PSORIA-SHIELD Inc., a Florida corporation (“Licensee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 6th, 2020 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Stock Purchase Agreement (“Agreement”) is made as of September 1, 2020, by and between Psoria-Shield, Inc., a Florida corporation (“Buyer”), and Protec Scientific, Inc., a New York corporation (“Company”).
SEPARATION AGREEMENTSeparation Agreement • April 17th, 2014 • Wellness Center USA, Inc. • Pharmaceutical preparations
THIS SEPARATION AGREEMENT, dated as of April 11th 2014 (the "Agreement"), is made by and among Wellness Center USA Inc. (the "Company" or “WCUI”), and Scot Johnson, and collectively the “Parties”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 10th, 2014 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Asset Purchase Agreement (“Agreement”) is entered into effective as of March 31, 2014 (the “Effective Date”), by and among Stealthco, Inc., an Illinois corporation (“Buyer”) and wholly-owned subsidiary of Wellness Center USA, Inc., a Nevada corporation (“WCUI”); SMI Holdings, Inc., a Minnesota corporation d/b/a Stealth Mark, Inc. (“Seller”); and Michael Ducatelli, as nominee for holders of owners of issued and outstanding shares of stock in Seller, who have not exercised dissenter’s rights with respect to this transaction and representing a majority of outstanding shares in Seller (“Nominee”).
LOCK-UP AGREEMENTLock-Up Agreement • April 17th, 2014 • Wellness Center USA, Inc. • Pharmaceutical preparations
THIS LOCK-UP AGREEMENT, dated as of April 11th 2014 (the "Agreement"), is made by and among Wellness Center USA Inc. (the "Company" or “WCUI”), and Scot Johnson (the “Shareholder”), and collectively the “Parties”.
LICENSE AGREEMENTLicense Agreement • October 6th, 2020 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This License Agreement (“Agreement”) is made as of September 30, 2020, by and between Psoria-Shield, Inc., a Florida corporation (“Licensor”), and Protec Scientific, Inc., a New York corporation (“Licensee”).
CONSULTING AGREEMENTConsulting Agreement • April 17th, 2014 • Wellness Center USA, Inc. • Pharmaceutical preparations • Florida
THIS CONSULTING AGREEMENT (the “Agreement”) is made this 11th day of April, 2014, by and between Wellness Center USA Inc., a Nevada company (the “Contractor”), and Scot Johnson, a Florida resident (the “Contractee”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 21st, 2012 • Wellness Center USA, Inc. • Pharmaceutical preparations • Florida
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this 25th day of August, 2009, by and among Scot L. Johnson (“Johnson”), Edwin T. Longo (“Longo”, and together with Johnson collectively referred to herein as “Licensors”), and PSORIA-SHIELD Inc., a Florida corporation (“Licensee”).
FORM OF WARRANTCommon Stock Purchase Warrant • September 19th, 2013 • Wellness Center USA, Inc. • Pharmaceutical preparations • Nevada
This is to certify that, for value received ____________________________ ("Holder"), is entitled to purchase, subject to the provisions of this Common Stock Purchase Warrant ("Warrant"), from WELLNESS CENTER USA INC., a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), _________ shares of $0.001 par value per share common stock of the Company ("Shares"), at a price of U.S. $0.75 per Share, during the period commencing, ___/___, 2013 and terminating on ___/___, 2018, at 5:00 P.M. New York Time. This Warrant is not redeemable by the Company. The number of Shares to be received upon the exercise of this Warrant and the price to be paid for a Share may be adjusted from time to time as hereinafter set forth. The exercise price of a Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as "Exercise Price."
TRANSFER AGREEMENTTransfer Agreement • August 14th, 2017 • Wellness Center USA, Inc. • Pharmaceutical preparations • Illinois
This Transfer Agreement (“Agreement”) is made as of the 11th day of August, 2017 by and between Jay Joshi, MD (hereinafter referred to as “Executive”), being an officer and director of National Pain Centers, Inc., a Nevada corporation (hereinafter referred to as “NPC”), and Wellness Center USA, Inc., a Nevada corporation and owner of all issued and outstanding shares of stock in NPC (hereinafter referred to as the “Company”), and NPC.
CONFIDENTIAL CONFIDENTIALSubscription Agreement • September 19th, 2013 • Wellness Center USA, Inc. • Pharmaceutical preparations
Important: Read this letter carefully and complete as indicated. Forward this letter signed and completed together with your check to Wellness Center USA, Inc., at the address shown in paragraph 15.
