COMMON STOCK PURCHASE WARRANT future healthcare of americaNatur International Corp. • January 11th, 2019 • Services-home health care services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt 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 effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 18, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Future Healthcare of America, a Wyoming corporation (the “Company”), up to 33,000,000 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 AGREEMENTRegistration Rights Agreement • November 19th, 2018 • Future Healthcare of America • Services-home health care services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 21, 2018, between Future Healthcare of America, a Wyoming corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2013 • Future Healthcare of America • Services-home health care services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2013, between Future Healthcare of America, a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE DUE _____, 2015Future Healthcare of America • September 4th, 2013 • Services-home health care services • New York
THIS VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Senior Secured Convertible Debentures of Future Healthcare of America, a Wyoming corporation, (the “Company”), having its principal place of business at 5001 Baum Blvd., Suite 770, Pittsburgh, Pennsylvania 15213, designated as its Variable Rate Senior Secured Convertible Debenture due _____, 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2013 • Future Healthcare of America • Services-home health care services • New York
This SECURITY AGREEMENT, dated as of August 30, 2013 (this “Agreement”), is among Future Healthcare of America, a Wyoming corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries , the “ Guarantors ” and together with the Company , the “Debtors”) and the holders of the Company’s Variable Rate Senior Secured Convertible Debentures due 18 months following their issuance, in the original aggregate principal amount of $1,010,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANTFuture Healthcare of America • November 14th, 2013 • Services-home health care services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt 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 four year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Future Healthcare of America, a Wyoming corporation (the “Company”), up to 3,030,000 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 14th, 2013 • Future Healthcare of America • Services-home health care services • New York
SUBSIDIARY GUARANTEE, dated as of August 30, 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 Future Healthcare of America, a Wyoming corporation (the “Company”) and the Purchasers.
INDEMNITY AGREEMENTIndemnity Agreement • January 11th, 2019 • Natur International Corp. • Services-home health care services • Wyoming
This Indemnity Agreement (the “Agreement”), effective as of October 18, 2018, is made by and between Future Healthcare of America, a Wyoming corporation (the “Company”), and Christopher J. Spencer, a director and/or consultant to the Company and the former CEO of the Company (the “Indemnitee”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 24th, 2018 • Future Healthcare of America • Services-home health care services • Wyoming
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of September 21, 2018, is by and among Future Healthcare of American, a Wyoming corporation (“Futu”), Natur Holding B.V., a company formed under the laws of The Netherlands (“Natur”), and the several shareholders of Natur identified on Annex A hereto (collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
FORM OF WARRANTNatur International Corp. • July 31st, 2019 • Services-home health care services • New York
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR FOREIGN JURISDICTION. NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
Agreement to render independent board member services betweenNatur International Corp. • September 3rd, 2019 • Services-home health care services • New York
Mortlock Securities Ltd, represented by Mr. M. Simmonds, a private company with limited liability incorporated under the laws of the United Kingdom and with a registered address 87a High Street, the old town Hemel Hempstead Herts, 13 AH, herein after referred to as (MSLtd)
Processor agreementProcessor Agreement • January 11th, 2019 • Natur International Corp. • Services-home health care services
FULL SERVICE FRANCHISE AGREEMENTAgreement • August 15th, 2012 • Future Healthcare of America • Services-home health care services • Florida
AGREEMENT, made and entered into this day by and between INTERIM HEALTHCARE INC., a Florida corporation, hereinafter referred to as “Company,” and INTERIM HEALTHCARE OF WYOMING, INC., a Wyoming corporation, hereinafter referred to as “Franchisee.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2018 • Future Healthcare of America • Services-home health care services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2018, between Future Healthcare of America, a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Agreement to render independent board member services betweenNatur International Corp. • September 12th, 2019 • Services-home health care services • New York
(Natur International Corp., a public company incorporated under the laws of the State of Wyoming, USA and with a registered address at (Jachthavenweg 124, 1081 JK Amsterdam, the Netherlands, herein after referred to as NIC.
EXTENSION AND WAIVER AGREEMENTExtension and Waiver Agreement • November 14th, 2013 • Future Healthcare of America • Services-home health care services
THIS EXTENSION AND WAIVER AGREEMENT (the “Agreement”), dated as of November 13, 2013, is entered into by and among Future Healthcare of America, a Wyoming corporation (the “Company”), and the person identified as the “Holder” on the signature page hereto (the “Holder”).
MERGER AND SHARE EXCHANGE AGREEMENT dated September 4, 2015 by and among Future Healthcare of America, a Wyoming corporation, as the Parent, F3 Acquisition Subsidiary, Inc., a California corporation, as the Acquisition Subsidiary, F3 & Associates,...Merger and Share Exchange Agreement • September 8th, 2015 • Future Healthcare of America • Services-home health care services • California
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of September 4, 2015 (the “Signing Date”), by and among Future Healthcare of America, a Wyoming corporation (the “Parent”), F3 Acquisition Subsidiary, Inc., a California corporation and a wholly owned subsidiary of Parent (the “Acquisition Subsidiary”), and F3 & Associates, Inc., a California corporation (the “Company”).
TAX MATTERS AGREEMENT by and among WIZZARD SOFTWARE CORPORATION, and FUTURE HEALTHCARE OF AMERICA DATED AS OF June 22, 2012 TAX MATTERS AGREEMENTTax Matters Agreement • June 26th, 2012 • Future Healthcare of America • Colorado
THIS TAX MATTERS AGREEMENT (this “Agreement”) dated as of June 22, 2012, by and between Wizzard Software Corporation, a Colorado corporation (“WZE”) and Future Healthcare of America, a Wyoming corporation (“FHA”), (collectively, the “Parties”) is entered into in connection with the Split-Off, as per the Separation Agreement, between the same Parties, of the same date, to which this Agreement is attached.
FULL SERVICE FRANCHISE AGREEMENTService Franchise Agreement • June 26th, 2012 • Future Healthcare of America • Florida
AGREEMENT, made and entered into this day by and between INTERIM HEALTHCARE INC., a Florida corporation, hereinafter referred to as “Company,” and INTERIM HEALTHCARE OF WYOMING, INC., a Wyoming corporation, hereinafter referred to as “Franchisee.”
SEPARATION AGREEMENT BY AND BETWEEN WIZZARD SOFTWARE CORPORATION AND FUTURE HEALTHCARE OF AMERICA DATED AS OF June 22, 2012Separation Agreement • June 26th, 2012 • Future Healthcare of America • Colorado
THIS SEPARATION AGREEMENT (the “Agreement”) is dated as of June 22, 2012, by and between Wizzard Software Corporation, a Colorado corporation (“WZE”), and Future Healthcare of America, a Wyoming corporation and wholly owned subsidiary of WZE (“FHA”).
Debt Conversion and Extinguishment AgreementConversion and Extinguishment Agreement • April 10th, 2019 • Natur International Corp. • Services-home health care services • New York
Reference is made to that certain original Debt Agreement made as of December 21, 2017 and the amendment made to that agreement at June 11, 2018 (the “Debt Agreement”) by and between Natur Holding B.V., a company formed under the laws of the Netherlands (the “Company”), and Efficiency Investment Fund – 6th Wave SP, a Cayman Islands (the “Holder”). The Company is a wholly owned subsidiary of Natur International Corp., a Wyoming corporation (“Parent Company”), which is not a party to the Debt Agreement but is a party to this agreement.
INTERIM SERVICES INC. FRANCHISE AGREEMENTInterim Services • June 26th, 2012 • Future Healthcare of America
AGREEMENT, made and entered into this day by and between INTERIM SERVICES INC., a Delaware corporation, hereinafter referred to as "Company," and INTERIM HEALTHCARE OF WYOMIMNG, INC., a Wyoming corporation, hereinafter referred to as "Franchisee":
PURCHASE AND RECAPITALIZATION AGREEMENTPurchase and Recapitalization Agreement • July 31st, 2019 • Natur International Corp. • Services-home health care services • New York
This Purchase and Recapitalization Agreement, dated as of July 24, 2019 (this “Agreement”), is entered into by and among Natur International Corp., a Wyoming corporation (“Natur”), DRBG Holdco, LLC, a Delaware limited liability company (“DRBG”), Temple Turmeric, Inc., a Delaware corporation (“Temple”), Daniel Sullivan, an individual (“DS”), Tim Quick, an individual (“TQ”), and TQ Holdings LLC, a New Hampshire limited liability company (“TQH”).
FULL SERVICE FRANCHISE AGREEMENTService Franchise Agreement • July 27th, 2012 • Future Healthcare of America • Services-home health care services • Florida
AGREEMENT, made and entered into this day by and between INTERIM HEALTHCARE INC., a Florida corporation, hereinafter referred to as “Company,” and INTERIM HEALTHCARE OF WYOMING, INC., a Wyoming corporation, hereinafter referred to as “Franchisee.”
INTERIM SERVICES INC. FRANCHISE AGREEMENTAgreement • July 27th, 2012 • Future Healthcare of America • Services-home health care services • Florida
AGREEMENT, made and entered into this day by and between INTERIM SERVICES INC., a Delaware corporation, hereinafter referred to as "Company," and INTERIM HEALTHCARE OF WYOMIMNG, INC., a Wyoming corporation, hereinafter referred to as "Franchisee":
