Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2018 • Hip Cuisine Inc. • Retail-eating places • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, by and between HIP CUISINE, INC., a Florida corporation, with headquarters located at 2250 NW 114th Ave., Unit 1P, PTY 11020, Miami, FL 33172 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT HIP CUISINE, INC.Common Stock Purchase Warrant • March 13th, 2018 • Hip Cuisine Inc. • Retail-eating places • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $160,500.00 senior convertible promissory note to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Hip Cuisine, Inc., a Florida corporation (the ”Company”), up to 150,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 8, 2018, by
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2018 • Nature's Best Brands, Inc. • Retail-eating places • Florida
EMPLOYMENT AGREEMENT, made the 31st day of October, 2018, by and between Justin E. Anderson, an individual with an address at 305 Woodard Street, Denison, TX 75020 (“Executive”) and Nature’s Best Brands, Inc., a Florida corporation with an address at 305 West Woodard Street, Denison TX 75020 (the “Company”).
PROMISSORY NOTEPreCheck Health Services, Inc. • May 22nd, 2019 • Retail-eating places • Texas
FOR VALUE RECEIVED, PRECHECK HEALTH SERVICES, INC., a Florida corporation (the “Borrower”), having an address at 305 West Woodard Street, Denison, Texas 75020, hereby promises to pay to the order of OAKWOOD BANK (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, the principal sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,250,000), together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof.
DISTRIBUTOR AGREEMENTDistributor Agreement • March 31st, 2020 • PreCheck Health Services, Inc. • Retail-eating places • Texas
In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree to the following descriptions and conditions:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 22nd, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Texas
THIS PLEDGE AND SECURITY AGREEMENT is entered into as of May 20, 2019 by and between PRECHECK HEALTH SERVICES, INC., a Florida corporation (“Debtor”), and OAKWOOD BANK (together with its successors and assigns, the “Lender”) on behalf of itself and its Affiliates (“Secured Party”).
Subscription AgreementSubscription Agreement • January 6th, 2017 • Hip Cuisine Inc. • Retail-eating places • Florida
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 21st, 2016 • Hip Cuisine Inc. • Retail-eating places • Florida
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of the 30th day of September, 2014, by and among HIP CUISINE, INC., a Florida corporation (“HIP”), HIP CUISINE, INC, a Panamanian corporation ( "HCP "), and NATALIA ALEJANDRA LOPERA, the sole shareholder of HCP (“Shareholder").
GUARANTY AGREEMENTGuaranty Agreement • August 10th, 2020 • PreCheck Health Services, Inc. • Retail-eating places • Florida
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”) is executed this 31st day of July, 2020, by Justin Anderson and Stacey Anderson (the “Guarantors” and each, individually, a “Guarantor”), in favor of PreCheck Health Services, Inc., a Florida corporation (“PreCheck”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 24th, 2018 • Nature's Best Brands, Inc. • Retail-eating places • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 20, 2018, by and among Nature’s Best Brands, Inc., a Florida corporation (“Parent”), Unisource Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Unisource Health, Inc., a Nevada corporation (the “Company”, and, together with Parent and Merger Sub, the “Parties,” and each, individually, a “Party”).
TERMINATION AGREEMENT AND MUTUAL RELEASETermination Agreement and Mutual Release • March 3rd, 2020 • PreCheck Health Services, Inc. • Retail-eating places • Texas
LOAN AGREEMENTLoan Agreement • May 22nd, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Texas
THIS LOAN AGREEMENT dated effective as of May 20, 2019, is between PRECHECK HEALTH SERVICES, INC., a Florida corporation (“Borrower”), and OAKWOOD BANK (together with its successors and assigns, the “Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 25th, 2016 • Hip Cuisine Inc. • Retail-eating places • California
This ASSET PURCHASE AGREEMENT (this “ Agreement”) dated as of October 24, 2016, by and between HIP CUISINE, INC. (“ Purchaser”), a Florida corporation, and RAWKIN BLISS, L.L.C., a California limited liability company (“ Seller”). Certain terms used in this Agreement are defined in Section 6.9 hereof.
Service Agreement for Program ManagementService Agreement • April 16th, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Texas
This Service Agreement is entered into between JAS Consulting, Inc. a (Hereinafter “JAS”), a “healthcare electronic claims processing and practice management services company and, PreCheck Health Services, (hereinafter “Client”), a healthcare provider.
MARKETING AGREEMENTMarketing Agreement • March 16th, 2020 • PreCheck Health Services, Inc. • Retail-eating places
In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal, Distributor and PreCheck acknowledge and agree to the following descriptions and conditions:
PLEDGE AGREEMENTPledge Agreement • December 26th, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Texas
THIS PLEDGE AGREEMENT is entered into as of December 19, 2019 by and among PreCheck Health Services, Inc., a Florida corporation (the “Company”) William R. Kruse, individually (“Kruse”), Zima World Holdings Corp., a Panama corporation (“Zima,” and, together with Kruse, the “Lenders” and each, a “Lender”) and Justin Anderson and Stacey Anderson (“Sellers” and each, a “Seller,” and, together with the Lenders, the “Secured Parties” and each a “Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 18th, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Texas
AMENDMENTPreCheck Health Services, Inc. • December 26th, 2019 • Retail-eating places
AMENDMENT dated this 19th day of December, 2019 to the stock purchase agreement (the “Purchase Agreement”) dated as of the July17, 2019, by and between PreCheck Health Services, Inc., a Florida corporation (“Purchaser”), and Justin Anderson and Stacey Anderson (“Sellers”)
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • June 15th, 2017 • Hip Cuisine Inc. • Retail-eating places • Florida
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”) is made as of June 14, 2017, (the “Effective Date”), by and between Hip Cuisine, Inc., a Florida corporation, (the “Company”) and MediDate Coffee, LLC, a California limited liability company (“MC”).
RESCISSION AGREEMENTPledge Agreement • August 10th, 2020 • PreCheck Health Services, Inc. • Retail-eating places • Florida
WHEREAS, pursuant to an amendment (the “Amendment”) dated December 16, 2019, to a stock purchase agreement dated as of the July17, 2019, by and among PreCheck and the Guarantors, PreCheck acquired from the Guarantors all of the issued and outstanding capital stock of JAS (the “JAS Stock”), which agreement, as amended by the Amendment, is referred to as the “Purchase Agreement”; and
Re: Note Purchase AgreementPlease Confirm • April 16th, 2019 • PreCheck Health Services, Inc. • Retail-eating places • New York
The undersigned purchaser (the “Purchaser”) hereby agrees to purchase from Nature’s Best Brands, Inc., a Florida corporation (the “Company”), the Company’s non-interest bearing convertible note due November 30, 2019 (the “Note,” and, together the other notes of like tenor issues pursuant to note purchase agreements, the “Notes”) set forth on the signature page of this Agreement at a purchase price equal to five-sixths of the principal amount of the Note, representing a principal amount which is 120% of the purchase price. The Notes shall be in substantially the form of Exhibit A to this Agreement. The Company is offering up to $900,000 principal amount of Notes (for a total purchase price of $750,000); however, there is no minimum principal amount of Notes which must be sold. The Company may, in its sole discretion and without notice to the Purchaser, increase the principal amount of Notes being offered. The Notes will be sold in the minimum principal amount of $60,000 (for a $50,000 p
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 26th, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Texas
STOCK PURCHASE AGREEMENT dated as of the 22nd day of August, 2019, by and between PreCheck Health Services, Inc., a Florida corporation (“Purchaser”), and Dr. Albert Maarek (“Albert”), Irina Maarek (“Irina”), Richard Clement (“Clement”), and Rudy Maarek (“Rudy,” and, together with Albert, Irina and Clement, the “Sellers” and each, individually, a “Seller”), the Purchaser and Sellers being collectively referred to as the “Parties,” and each, individually, as a “Party.”
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 13th, 2016 • Hip Cuisine Inc. • Retail-eating places • California
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), is dated as of December 13, 2016, by and between HIP CUISINE, INC., a Florida corporation (“Purchaser”), and RAWKIN BLISS, L.L.C., a California limited liability company (“ Seller”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement as defined herein.
SUPPLY AND PRIVATE LABEL AGREEMENTSupply and Private Label Agreement • April 16th, 2019 • PreCheck Health Services, Inc. • Retail-eating places • Florida
This supply and private label agreement (“Agreement”) is entered into as of 12th day of November, 2018 by and between LD Technology, LLC, a Florida limited liability company having its principal place of business at 100 North Biscayne Blvd, Suite 502, Miami, Florida, 33132 (“LD Technology”), and Nature’s Best Brand, Inc., a Florida corporation having its principal place of business at 305 W. Woodard, Suite 221, Denison TX 75020 (“Nature’s Best”). LD Technology and Nature’s Best are sometimes collectively referred to herein as the “Parties” and each, individually, as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2020 • PreCheck Health Services, Inc. • Retail-eating places • Texas
EMPLOYMENT AGREEMENT, made effective as of January 1, 2020, by and between Doug Samuelson, an individual with an address at 6025 Macadam Ct., Agoura Hills, CA. 91301 (“EMPLOYEE”) and PreCheck Health Services, Inc., a Texas corporation with an address at 305 West Woodard Street, Denison, TX. 75020 (the “Company”).
Re: Note Purchase AgreementPreCheck Health Services, Inc. • December 26th, 2019 • Retail-eating places • Texas
The undersigned purchaser (the “Purchaser”) hereby agrees to purchase from PreCheck Health Services, Inc., a Florida corporation (the “Company”), the Company’s 8% promissory note due December 31, 2020 (the “Note,” and, together the other notes of like tenor issues pursuant to note purchase agreements, the “Notes”) in the amount set forth on the signature page of this Agreement at a purchase price equal to the principal amount of the Note. The Notes shall be in substantially the form of Exhibit A to this Agreement. The Company is offering up to $270,000 principal amount of Notes; however, there is no minimum principal amount of Notes which must be sold. The Company may, in its sole discretion and without notice to the Purchaser, increase the principal amount of Notes being offered. The Notes will be sold in the minimum principal amount of $100,000; however, the Company may, in its sole discretion, accept subscriptions for an investment of less than $100,000. Payment of the Notes will be
