EXHIBIT 10.2 THE BERMAN CENTER LLC PLACEMENT AGENT AGREEMENTAgent Agreement • June 22nd, 2005 • Bio Dyne Corp /Ga • Sporting & athletic goods, nec • California
BERMAN CENTER, INC. AMENDMENT NO. 3 TO SECURED CONVERTIBLE PROMISSORY NOTEBerman Center, Inc. • August 22nd, 2007 • Services-health services
This Amendment No. 3 (this “Amendment”), dated August 16, 2007, amends that certain Secured Convertible Promissory Note pursuant to which Berman Center, Inc. (the “Company”) borrowed from Hunter Fund LTD (the “Holder”) the aggregate principal amount of $225,000 dated as of March 7, 2007 (the “Note”). All capitalized terms used herein and not defined shall have the meanings given to them in the Note.
BY AND AMONGAgreement and Plan of Merger • June 22nd, 2005 • Bio Dyne Corp /Ga • Sporting & athletic goods, nec • Delaware
RESCISSION AGREEMENTRescission Agreement • December 16th, 2005 • Berman Center, Inc. • Services-health services • Delaware
This RESCISSION AGREEMENT (this “Rescission Agreement”) dated as of the 13th day of December, 2005 is entered into by and between Berman Health and Media, Inc., a Delaware corporation (f/k/a “Berman Center, LLC”) (the “Company”), Berman Center, Inc., a Delaware corporation and 100% corporate parent of the Company (“Parent”), and [NAME OF DIRECTOR], an individual (the “Director”).
BERMAN CENTER, INC. AMENDMENT NO. 1 TO SECURED CONVERTIBLE PROMISSORY NOTEBerman Center, Inc. • May 31st, 2007 • Services-health services
This Amendment No. 1 (this “Amendment”), dated May 24, 2007, amends that certain Secured Convertible Promissory Note pursuant to which Berman Center, Inc. (the “Company”) borrowed from Hunter Fund LTD (the “Holder”) the aggregate principal amount of $225,000 dated as of March 7, 2007 (the “Note”). All capitalized terms used herein and not defined shall have the meanings given to them in the Note.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2006 • Berman Center, Inc. • Services-health services
THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (the “Amendment”), dated as of June 23, 2006, is entered into by and among Berman Center, Inc., a Delaware corporation (“Company” or “Berman Center”), and Laura A.C. Berman, LCSW, Ph.D., an individual (“Dr. Berman”). Company or Dr. Berman are sometimes referred to herein as “party” or collectively as “parties”.
BERMAN CENTER, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • September 24th, 2007 • Berman Center, Inc. • Services-health services • California
The undersigned, Berman Center, Inc. (the “Company”), hereby agrees with Hunter World Markets, Inc. (“Hunter”, and with the Company, the “Parties”) as follows:
BERMAN CENTER, INC. AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTEBerman Center, Inc. • July 12th, 2007 • Services-health services
This Amendment No. 2 (this “Amendment”), dated July 9, 2007, amends that certain Secured Convertible Promissory Note pursuant to which Berman Center, Inc. (the “Company”) borrowed from Hunter Fund LTD (the “Holder”) the aggregate principal amount of $225,000 dated as of March 7, 2007 (the “Note”). All capitalized terms used herein and not defined shall have the meanings given to them in the Note.
RECITALSEmployment Agreement • June 22nd, 2005 • Bio Dyne Corp /Ga • Sporting & athletic goods, nec • California
ASSIGNMENT AND ACKNOWLEDGMENTAssignment and Acknowledgment • March 13th, 2007 • Berman Center, Inc. • Services-health services • California
THIS ASSIGNMENT AND ACKNOWLEDGMENT (the “Assignment”), dated as of March 7, 2007, is entered into by and among Berman Center, Inc., a Delaware corporation; Berman Health and Media, Inc., the wholly-owned subsidiary of Berman Center, Inc. (Berman Center, Inc. and Berman Health and Media are collectively referred to herein as the “Company”); and Laura A.C. Berman, LCSW, Ph.D., an individual (“Dr. Berman”). The Company and Dr. Berman are sometimes referred to herein as “party” or collectively as “parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 5th, 2005 • Berman Center, Inc. • Sporting & athletic goods, nec • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of this ___ day of _______, 200_, by and between Berman Center L.L.C., a Delaware limited liability company (the “Company”) and ____________________ (such individual, an “Indemnitee”).
