BACKGROUND: ----------Management Agreement • November 14th, 2000 • Drugmax Com Inc • Services-health services • Florida
BACKGROUND ----------Loan and Security Agreement • November 14th, 2001 • Drugmax Com Inc • Services-health services • Pennsylvania
RECITALSAgreement and Plan of Reorganization • April 6th, 2000 • Drugmax Com Inc • Services-health services • Florida
EXHIBIT 4.2 [GRAPHIC] --------------------------------------------------------- --------------------------------------------------------------------------- NUTRICEUTICALS.COM CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 48,000,000...Drugmax Com Inc • July 14th, 2000 • Services-health services
transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT This Agreement is between the undersigned Borrower and the undersigned Lender concerning loans and other credit accomodations to made by Lender to Borrower. SECTION I. PARTIES 1.1 The "BORROWER" is identified...Loan and Security Agreement • February 18th, 2000 • Drugmax Com Inc • Services-health services
Exhibit 10.1 CONSULTING AGREEMENT THIS AGREEMENT, made, entered into, and effective this 10/th/ day of August, 2000 (the "Effective Date"), by and between STEPHEN WATTERS, an individual resident of Florida (hereinafter referred to as "Consultant"),...Consulting Agreement • November 1st, 2000 • Drugmax Com Inc • Services-health services • Florida
BY AND BETWEENAgreement and Plan of Merger • June 29th, 1999 • Nutriceuticals Com Corp • Services-health services • Florida
LEASELease • February 18th, 2000 • Drugmax Com Inc • Services-health services
Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2004, by and among DrugMax, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.9 EMPLOYMENT AGREEMENT This AGREEMENT is made this 19th day of October, 2001 and effective as of the date set forth below between Discount Rx, Inc., a Louisiana corporation (the "Company"), and Gregory Michael Johns (the "Employee")....Employment Agreement • February 14th, 2002 • Drugmax Inc • Services-health services • Louisiana
THIS AGREEMENT (this "Agreement"), dated as of this 12th day of --------- October, 2001, is made by and among PENNER & WELSCH, INC., a Louisiana corporation (hereinafter "Seller") in its capacity as a Chapter 11 Debtor and/or ----- in its corporate...Agreement for Purchase and Sale • November 9th, 2001 • Drugmax Com Inc • Services-health services • Louisiana
AMONGEmployment Agreement • May 3rd, 2000 • Drugmax Com Inc • Services-health services • Florida
STRATEGIC ALLIANCE AGREEMENT THIS STRATEGIC ALLIANCE AGREEMENT drafted this 13th day of April, 1999 is by and between INDIGOCITY.COM, INC. (ICI), and NUTRICEUTICALS.COM, CORP. (NCC). WHEREAS ICI is able to provide technology and expertise for the...Strategic Alliance Agreement • June 29th, 1999 • Nutriceuticals Com Corp • Services-health services
WITNESSETH:Employment Agreement • June 29th, 2000 • Drugmax Com Inc • Services-health services • Florida
ANDWarrant Agreement • June 29th, 1999 • Nutriceuticals Com Corp • Services-health services • New York
ContractDrugmax Inc • October 5th, 2005 • Wholesale-drugs, proprietaries & druggists' sundries
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
EXHIBIT 10.4 EMPLOYMENT AGREEMENT RALPH A. BLUNDOEmployment Agreement • July 14th, 2000 • Drugmax Com Inc • Services-health services • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2005, among DrugMax, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of April 1, 1999 by Nutriceuticals.com Corp., a Nevada corporation (the "Employer"), and Jugal K. Taneja (the "Executive"). The parties, intending to be legally bound, agree...Employment Agreement • June 29th, 1999 • Nutriceuticals Com Corp • Services-health services • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2005, by and among DrugMax, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
WITNESSETHEmployment Agreement • November 14th, 2001 • Drugmax Com Inc • Services-health services • Florida
EXHIBIT 10.8 FORM OF ESCROW AGREEMENT This Escrow Agreement, dated as of August ___ , 1999 (the "Closing Date"), among Nutriceuticals.com Corporation, a Nevada corporation ("Buyer"), and Dynamic Health Products, Inc., a Florida corporation ("Seller"),...Form of Escrow Agreement • November 12th, 1999 • Nutriceuticals Com Corp • Services-health services • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2005 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2005, among DrugMax, Inc., a Nevada corporation (the “Company”), and AmerisourceBergen Drug Corporation, a Delaware corporation (“Purchaser”).
EXHIBIT 10.3Employment Agreement • July 14th, 2000 • Drugmax Com Inc • Services-health services • Ohio
ADDENDUM TO AGREEMENT AND PLAN OF REORGANIZATIONAddendum to Agreement • February 18th, 2000 • Drugmax Com Inc • Services-health services
WHEREAS, September 8, 1999 Nutriceuticals.com Corporation, a Nevada corporation ("Nutriceuticals") entered into an Agreement and Plan of Reorganization with Dynamic Health Products, Inc., a Florida corporation ("Dynamic"), whereby Nutriceuticals agreed to purchase all of the outstanding shares of capital stock of Becan Distributors, Inc., an Ohio corporation ("Becan") with the intent to consummate a tax free reorganization under Internal Revenue Section 368(a)(2)(E) and Section 368(a)(1)(A). In order to carry out the merger, Java Sports.com, Inc. , a recently formed corporation and wholly owned subsidiary of Nutriceuticals with no operations ("Java"), will consummate the merger with Becan, a wholly owned subsidiary of Dynamic.
Form of Registration Rights Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2004, among DrugMax, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
Form of WarrantCommon Stock Purchase Warrant • December 8th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DrugMax, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “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).
CONGRESS FINANCIAL CORPORATION (FLORIDA) as Lender and DRUGMAX, INC. as Borrower, together with its subsidiaries VALLEY DRUG COMPANY, VALLEY DRUG COMPANY SOUTH, and DISCOUNT RX, INC.Loan and Security Agreement • July 15th, 2003 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
This Employment Agreement (the “Agreement”) is made and entered into effective as of the first day of December, 2005, by and between DRUGMAX, INC., a Nevada corporation (the “Company”), and EDGARDO A. MERCADANTE, an individual (“Executive”).
RECITALSStock Purchase Agreement • April 6th, 2000 • Drugmax Com Inc • Services-health services • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Common Stock Purchase Warrant • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS IS TO CERTIFY THAT ___________________________________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from DrugMax, Inc., a Nevada corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $.__ per share, all on and subject to the terms and conditions hereinafter set forth.
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2003 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS EMPLOYMENT AGREEMENT, dated effective as of April 1, 2003 (the “Agreement”), is by and between DrugMax, Inc., a Nevada corporation (the “Company”), and Jugal K. Taneja (the “Employee”).
EXHIBIT 10.7Loan and Security Agreement • July 14th, 2000 • Drugmax Com Inc • Services-health services • Illinois
First Community Bank of America SIGNATURES: I AGREE TO THE TERMS OF THIS LINE OF CREDIT. I HAVE RECEIVED A COPY ON TODAY'S DATE. Nutriceuticals.Com CorporationCredit Agreement • November 15th, 1999 • Nutriceuticals Com Corp • Services-health services • Florida
EMPLOYMENT AGREEMENT SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICEREmployment Agreement • August 15th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut
Agreement made as of this 14 day of August, 2006, by and between James E. Searson (the “Employee”) and Familymeds Group, Inc. (f/k/a DrugMax, Inc.) (the “Company”).
