Usa Equities Corp. Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 29th, 2022 • QHSLab, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2022 between QHSLab, Inc., a Nevada corporation (the “Company”) and Mercer Street Global Opportunity Fund, LLC (“Purchaser”).

ARTICLE I
Asset Purchase Agreement • July 13th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Maryland
RECITALS
Registration Rights Agreement • September 18th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
7,000 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
Securities Purchase Agreement • March 30th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 29th, 2022 • QHSLab, Inc. • Surgical & medical instruments & apparatus • Florida

This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2022, by and between QHSLab, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).

original issue discount SECURED Convertible PROMISSORY NOTE
QHSLab, Inc. • July 29th, 2022 • Surgical & medical instruments & apparatus

THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by QHSLab, Inc., a Nevada corporation (the “Company”) (the “Note”).

RECITALS
Registration Rights Agreement • March 7th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Delaware
WITNESSETH
Exclusive License Agreement • March 7th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT
QHSLab, Inc. • July 29th, 2022 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mercer Street Global Opportunity Fund, LLC, 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 third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from QHSLab, Inc., a Nevada corporation (the “Company”), up to 550,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.

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EXHIBIT B Form of Warrant
Usa Equities Corp. • August 16th, 2021 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mercer Street Global Opportunity Fund, LLC, 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 third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from USA Equities Corp., a Nevada corporation (the “Company”), up to 930,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.

RECITALS
Call Option Agreement • September 18th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.1 EXCLUSIVE DISTRIBUTOR AGREEMENT
Exclusive Distributor Agreement • January 9th, 2002 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • October 26th, 2020 • Usa Equities Corp. • Services-business services, nec • Florida

THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into effect as of the 23rd day of October, 2020 (the “Effective Date”) by and between MEDSCIENCE RESEARCH GROUP, INC., a Florida corporation (“Manufacturer”), and USA EQUITIES CORP, a Delaware corporation (“Distributor”). Manufacturer and Distributor are each referred to herein as a “Party” and collectively, the “Parties.”

USA Equities Corp CONSULTING AGREEMENT
Usa Equities Corp Consulting Agreement • August 24th, 2020 • Usa Equities Corp. • Services-business services, nec • Florida

This Consulting Agreement (this “Agreement”) is made and entered into August 24, 2020 (the “Effective Date”) by and between USA Equities Corp a Delaware Corporation (the “Company”), and Jesus Davila, an individual (“Consultant”).

PURCHASE AGREEMENT
Purchase Agreement • June 24th, 2021 • Usa Equities Corp. • Services-business services, nec • Florida

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of the 23rd day of June, 2021, by and between USA Equities Corp., with its principal place of business at 901 Northpoint Parkway Suite 302, West Palm Beach FL 33407 (the “Buyer”) and MedScience Research Group, Inc., a Florida corporation with its principal place of business at 16469 Bridlewood Cir Delray Beach FL 33445 the “Seller”). The Buyer and the Seller are sometimes referred to herein individually, as the “Party” and collectively, as the “Parties.”

PROTOCOL OF MUTUAL UNDERSTANDING AND SUPPORT
American Biogenetic Sciences Inc • January 9th, 2002 • Biological products, (no disgnostic substances)
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 23rd, 2019 • Usa Equities Corp. • Blank checks • Delaware

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 20th day of December, 2019, by and among USA EQUITIES CORP., a Delaware corporation (“Pubco”), MEDICAL PRACTICE INCOME, INC., a Florida corporation (the “Company”), and the stockholders of the Company (the “Stockholders”).

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