Sanara MedTech Inc. Sample Contracts

ARTICLE I
Purchase Agreement • August 26th, 1997 • Mb Software Corp • Services-engineering, accounting, research, management • Utah
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OPERATING AGREEMENT OF HEALTHCARE INNOVATIONS, LLC
Operating Agreement • August 19th, 1997 • Mb Software Corp • Services-engineering, accounting, research, management • Arkansas
SUMMARY
Stock Option Agreement • August 26th, 1997 • Mb Software Corp • Services-engineering, accounting, research, management • Colorado
January 11th, 2008 COMMON STOCK PURCHASE AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC PAGE 1 OF 30
Common Stock Purchase Agreement • January 23rd, 2008 • Mb Software Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
ARTICLE I EXCHANGE
Exchange Agreement • November 12th, 1999 • Mb Software Corp • Services-health services • Texas
SANARA MEDTECH INC. 1,100,000 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement
Underwriting Agreement • February 17th, 2021 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
NOTE PURCHASE AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC DATED January 11th, 2008
Preferred Stock Purchase Agreement • January 23rd, 2008 • Mb Software Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 19th, 1997 • Mb Software Corp • Services-engineering, accounting, research, management • Texas
Sanara MedTech Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • February 24th, 2023 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALS
Agreement and Plan of Merger • November 21st, 2003 • Mb Software Corp • Computer peripheral equipment, nec • Nevada
ScreenPhone.net Inc Suite 215 800 South El Camino Real San Clemente, California 92672 (Hereinafter referred to as "ScreenPhone.net" or "Licensor")
Exclusive License Agreement • August 2nd, 2000 • Mb Software Corp • Services-health services • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS
Agreement and Plan of Merger • August 25th, 2004 • Mb Software Corp • Computer peripheral equipment, nec • Nevada
AGREEMENT ---------
Option Purchase Agreement • January 23rd, 2008 • Mb Software Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 1998 • Mb Software Corp • Services-health services • Texas
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 5th, 2010 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 3, 2010, is entered into by and between Wound Management Technologies, Inc., (the “Company”), a Texas corporation, having its address at 777 Main Street, Suite 3100, Fort Worth, TX 76102, and each entity named on the signature page hereto as a buyer and the permitted assigns of such entity (each, a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer under this Agreement and the Transaction Documents (as defined below).

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF WOUND MANAGEMENT TECHNOLOGIES, INC. Void after __________, 2017
Wound Management Technologies, Inc. • July 19th, 2012 • Orthopedic, prosthetic & surgical appliances & supplies • Texas

THIS CERTIFIES THAT, for value received, ____________________, or its registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), ____________________ (___________) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Wound Management Technologies, Inc., a Texas corporation (the “Company”), at an exercise price of $0.15 per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).

ARTICLE I
Registration Rights Agreement • January 23rd, 2008 • Mb Software Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
LOAN AGREEMENT
Loan Agreement • August 2nd, 2023 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

THIS LOAN AGREEMENT (this “Agreement”) is executed effective as of August 1, 2023, by SANARA MEDTECH APPLIED TECHNOLOGIES, LLC, a Texas limited liability company (“Borrower”), whose address for purposes hereof is 1200 Summit Avenue, Suite 414, Fort Worth, Texas 76102, CADENCE BANK, a Mississippi state banking corporation (“Bank”), whose address for purposes hereof is 1333 West Loop South, Suite 1700, Houston, Texas 77027, and SANARA MEDTECH INC., a Texas corporation (“Parent”), whose address for purposes hereof is 1200 Summit Avenue, Suite 414, Fort Worth, Texas 76102.

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SECURITY AGREEMENT
Security Agreement • October 22nd, 2013 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

This Security Agreement is made and entered into as of October 15, 2013, by and among Wound Management Technologies, Inc., a Texas corporation (“WTI”), Wound Care Innovations, LLC, a Nevada limited liability company (“WCI”), Resorbable Orthopedic Products, LLC, a Texas limited liability company (“ROP”), and BioPharma Management Technologies, Inc., a Texas corporation (“BMT”), and Brookhaven Medical, Inc., a Delaware corporation (“Lender”), to record the grant of a secu­rity inter­est in all of the tangible and intangible assets of Borrowers (as defined below) as further described herein. WTI, WCI, ROP and BMI are sometimes each referred to herein as a “Borrowers”, and collectively, as the “Borrowers”. Borrowers and Lender are sometimes each referred to herein as a “Party”, and collectively, as the “Parties”.

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF WOUND MANAGEMENT TECHNOLOGIES, Inc.
And Joinder Agreement • August 26th, 2022 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

THIS CERTIFIES THAT, for value received, _________________, or his registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), ______________ (________) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Wound Management Technologies, Inc., a Texas corporation (the “Company”), at an exercise price of $_____ per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).

RECITALS --------
Restructure and Settlement Agreement • November 19th, 2001 • Mb Software Corp • Services-health services • Texas
PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • August 2nd, 2023 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is signed by the Parties and to become effective as of the 1st day of August, 2023 (the “Effective Date”), by and between SANARA MEDTECH INC., a Texas Corporation (“Company”), and DR. GEORGE D. PETITO (“Inventor”). Company and Inventor are sometimes referred to herein, individually as “Party” and collectively as the “Parties.”

DRAWDOWN LOAN AGREEMENT between WOUND MANAGEMENT TECHNOLOGIES, INC.,
Drawdown Loan Agreement • October 22nd, 2013 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

This Drawdown Loan Agreement (this “Agreement”) is made and entered into as of October 15, 2013, by and between Wound Management Technologies, Inc., a Texas corporation (“WTI”), Wound Care Innovations, LLC, a Nevada limited liability company (“WCI”), Resorbable Orthopedic Products, LLC, a Texas limited liability company (“ROP”), BioPharma Management Technologies, Inc., a Texas corporation (“BMT”), and Brookhaven Medical, Inc., a Delaware corporation (“Lender”). WTI, WCI, ROP and BMI are sometimes each referred to herein as a “Borrower”, and collectively, as the “Borrowers”. Borrowers and Lender are sometimes each referred to herein as a “Party”, and collectively, as the “Parties”.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 20th, 2023 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is granted on March 2, 2023 (the “Date of Grant”), between SANARA MEDTECH INC., a Texas corporation (the “Company”) and ___________________ (the “Recipient”).

FUNDING AGREEMENT
Funding Agreement • December 19th, 2013 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

This Funding Agreement (this “Agreement”), dated as of December 18, 2013, is by and among Wound Management Technologies, Inc., a Texas corporation (the “Company”), and each of the persons and entities listed on the signature page hereto under the heading “Investors” (each, an “Investor” and collectively, the “Investors”). The Company and each Investor are sometimes each referred to herein as a “Party” and collectively, as the “Parties”.

November 12, 1998 Imagine Investments, Inc. 8150 N. Central Expressway, Suite 1901 Dallas, Texas 75206 Re: Healthcare Innovations, LLC, an Arkansas limited liability company ("HI") Ladies and Gentlemen: This letter will evidence our agreement, as...
Mb Software Corp • December 16th, 1998 • Services-health services

This letter will evidence our agreement, as contemplated by that certain promissory note executed by MB Software Corporation, a Colorado corporation ("MB"), as maker, in favor of Imagine Investments, Inc., a Delaware corporation ("Imagine") and dated as of April 1, 1998 (the "Note"), whereby MB will issue 200,000 shares of its Series A Senior Cumulative Convertible Participating Preferred Stock in the form agreed by Imagine (the "Series A Preferred Stock") in exchange for Imagine transferring all of its membership interests in HI, consisting of 49,000 Class A Units and 151,000 Class B Units (as such terms are defined in the Operating Agreement of HI dated as of August 1, 1997 (the "Operating Agreement")) to MB Holding Corporation, a wholly owned subsidiary of MB ("Holding"). In addition, MB will concurrently issue 140,000 shares of Series A Preferred Stock to Imagine as payment of principal pursuant to paragraph 1(b) of the Note. The Series A Preferred Stock to be issued to Imagine sha

FIRST AMENDMENT TO SHIPPING AND CONSULTING AGREEMENT Dated September 19, 2013 Between WDH, LLC and Wound Management Technologies, Inc.
Shipping and Consulting Agreement • June 5th, 2015 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This First Amendment (‘‘First Amendment”), dated the 22nd day of May, 2015 between WDH, LLC (“WDH”), a Florida limited liability company with its principal place of business at 500 Eagles Landing Drive, County of Polk, City of Lakeland, State of Florida and Wound Management Technologies, Inc. (“Company”), a Texas corporation with its principal place of business at 16633 Dallas Parkway, Suite 250, County of Dallas, City of Addison, State of Texas, hereby amends the Shipping and Consulting Agreement (“Agreement”) between WDH and Company dated September 19, 2013, for the following purposes:

BACKGROUND
Debt Conversion Agreement and Release • August 25th, 2004 • Mb Software Corp • Computer peripheral equipment, nec • Texas
Amendment B to Manufacturer Exclusive Distributor Agreement Between Wound Care Innovations, LLC and Academy Medical, LLC Dated June 26, 2013
Manufacturer Exclusive Distributor Agreement • October 2nd, 2013 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

Whereas Wound Care Innovations, LLC (“Manufacturer”) and Academy Medical, LLC (“Distributor”) entered into a Manufacturer Exclusive Distribution Agreement on June 26, 2013; and

CONSULTING AGREEMENT
Consulting Agreement • April 29th, 2016 • Wound Management Technologies, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

This Consulting Agreement (this “Agreement”) is made and entered into as of April 25, 2016, by and between Wound Management Technologies, Inc., a Texas corporation (the “Company”), and John Siedhoff (“Consultant”). The Company and Consultant are sometimes each referred to herein as a “Party” and collectively, as the “Parties”.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 19th, 2021 • Sanara MedTech Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas

This ASSET PURCHASE AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) is executed this 14th day of July, 2021, but to be effective July 1, 2021 (the “Effective Date”), by and among Sanara MedTech Inc., a Texas corporation (“Purchaser”) and Rochal Industries, LLC, a Texas limited liability company (“Seller”). Purchaser and Seller are each referred to herein as a “Party,” and collectively as, the “Parties.”

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