Veriteq Sample Contracts

Veriteq – CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, REVENUES: Retail sales $ 1,683,624 $ 1,698,752 Total Revenue 1,683,624 1,698,752 COST OF RETAIL SALES: 1,079,936 1,104,380 GROSS PROFIT 603,688 594,372 OPERATING EXPENSES: General and administrative expenses 138,784 62,808 Marketing and promotion 347,871 345,694 Payroll expenses 231,539 173,776 Credit card processing 57,684 60,791 Total Operating Expenses 775,878 643,069 LOSS FROM OPERATIONS (172,190 ) (48,697 ) OTHER INCOME (EXPENSES): Other Income (Expense) (147,059 ) - Sublease Income 5,862 1,125 Gain on (August 9th, 2016)
Veriteq – CONSOLIDATED BALANCE SHEETS March 31, December 31, (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 45,334 $ 69,169 Accounts Receivable 12,857 20,790 Inventories 294,781 301,883 Other Current Assets 17,427 - Total Current Assets 370,399 391,842 Property and Equipment, net 12,585 13,468 Office Building and Building Improvements, net 882,590 888,846 Total Assets $ 1,265,574 $ 1,294,156 LIABILITIES AND MEMBER'S DEFICIT CURRENT LIABILITIES: Accounts Payable $ 1,564,191 $ 1,526,309 Accrued Expenses 23,279 31,672 Sales Returns Reserve 37,954 33,945 Mortgage Notes Payable, current portion 33,019 32,654 Line (August 9th, 2016)
Veriteq – Contract (May 11th, 2016)

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.

Veriteq – certificate of DESIGNATION OF SERIES E CONVERTIBLE PREFERRED STOCK of VERITEQ CORPORATION (May 11th, 2016)

Veriteq Corporation (the “Corporation”), a corporation organized and validly existing under the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies that the following resolutions have been duly adopted by the Corporation’s Board of Directors by means of a Unanimous Consent of the Board executed on May 2, 2016, pursuant to authority conferred upon the Board of Directors by the Corporation’s Certificate of Incorporation and the DGCL:

Veriteq – CONVERTIBLE PROMISSORY NOTE (December 2nd, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – STOCK PURCHASE AGREEMENT (December 2nd, 2015)

This STOCK PURCHASE AGREEMENT, dated as of November 25, 2015, (this “Agreement”), is made and entered into by and among The Brace Shop, LLC, a Florida limited liability company (the “Company”), Mrs. Lynne Shapiro (the “Seller”) and VeriTeQ Corporation, a Delaware corporation (“Buyer”).

Veriteq – SECOND CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERITEQ CORPORATION (July 28th, 2015)

The undersigned officer of VeriTeQ Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

Veriteq – PROMISSORY NOTE (May 27th, 2015)

This convertible promissory note (this “Note”) is being issued in accordance with the Agreement Regarding Liabilities to Officers (the “Agreement”), dated as of the date hereof.

Veriteq – CONVERTIBLE PROMISSORY NOTE (May 20th, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – SECURITIES PURCHASE AGREEMENT (May 20th, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2015, by and between VERITEQ CORP., a DELAWARE corporation, with headquarters located at 3333 SOUTH CONGRESS Ave. SUITE 401, DELRAY BEACH, FL 33445 (the “Company”), and MAGNA EQUITIES II, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).

Veriteq – Date of Issuance: 4/10/15 10% CONVERTIBLE DEBENTURE DUE 1/10/16 (April 14th, 2015)

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of VeriTeQ Corp. having a principal place of business at 3333 S. Congress Avenue Suite 401 Delray Beach, FL 33445 (“Company"), due 1/10/16 (the "Debenture").

Veriteq – SECURITIES SETTLEMENT AGREEMENT (April 14th, 2015)

THIS AGREEMENT (“Agreement”) is by and between RDW Capital LLC (“CLAIMANT” or "RDW") and the undersigned VeriTeQ Corp., ("COMPANY" or "DEBTOR") and is entered into as of the effective date below, all with reference to the following facts, which the parties agree are true and correct:

Veriteq – COMMON STOCK PURCHASE WARRANT (March 25th, 2015)

THIS CERTIFIES THAT, for value received, VIS VIRES GROUP, a New York corporation, or its registered assigns, is entitled to purchase from VERITEQ CORPORATION, a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 500,000 fully paid and non-assessable shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), at an exercise price per share equal to $0.021 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 5 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated the date hereof, by and among the Company and the Buyer listed on the execution page thereof (the “Securities Purchase Agreement”).

Veriteq – SECURITIES PURCHASE AGREEMENT (March 25th, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2015, by and between VeriTeQ Corp., a Delaware corporation, with headquarters located at 3333 South Congress Ave., Suite 401, Delray Beach, FL 33445 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite #403, Miami Beach, FL 33140(the “Buyer”).

Veriteq – CONVERTIBLE PROMISSORY NOTE (March 25th, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – THE ISSUE PRICE OF THIS NOTE IS $66,500.00. THE ORIGINAL ISSUE DISCOUNT IS $12,500.00. (March 25th, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – Contract (March 25th, 2015)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

Veriteq – SECURITIES PURCHASE AGREEMENT (March 25th, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 10, 2015 by and between VERITEQ CORPORATION, a Delaware corporation, with headquarters located at 220 Congress Park Drive - Suite 200, Delray Beach, FL 33445 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address 111 Great Neck Road – Suite 216, Great Neck, NY 11021(the “Buyer”).

Veriteq – Contract (March 25th, 2015)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Veriteq – Contract (March 25th, 2015)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

Veriteq – PROMISSORY NOTE (March 6th, 2015)

This convertible promissory note (this “Note”) is being issued in accordance with the Agreement Regarding Liabilities to Officers (the “Agreement”), dated as of the date hereof.

Veriteq – AGREEMENT REGARDING LIABILITIES TO OFFICERS (March 6th, 2015)

This Agreement Regarding Liabilities to Officers (the “Agreement”) is made and entered into by and between VeriTeQ Corporation, a Delaware corporation (the “Company”), and the undersigned individual (the “Manager”).

Veriteq – PROMISSORY NOTE (January 28th, 2015)

FOR VALUE RECEIVED, the undersigned, VERITEQ CORPORATION, a Delaware corporation (the “Company”), promises to pay to Scott R. Silverman, a resident of the State of Florida (the “Holder”), in lawful money of the United States of America, the principal amount of Forty-Five Thousand Dollars ($45,000) (the “Principal Amount”), with interest calculated in accordance herewith, ON DEMAND (the “Maturity Date”).

Veriteq – CONVERTIBLE PROMISSORY NOTE (January 28th, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – SECURITIES PURCHASE AGREEMENT (January 28th, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 27, 2015, by and between VERITEQ CORP., a DELAWARE corporation, with headquarters located at 220 CONGRESS PARK DRIVE SUITE 200, DELRAY BEACH, FL 33445 (the “Company”), and MAGNA EQUITIES II, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).

Veriteq – CONVERTIBLE PROMISSORY NOTE (December 30th, 2014)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – SECURITIES PURCHASE AGREEMENT (December 30th, 2014)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between , a corporation, with headquarters located at , (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).

Veriteq – VERITEQ CORPORATION AGREEMENT TO CONVERT DIRECTOR, OFFICER AND MANAGEMENT LIABILITIES INTO EQUITY (November 5th, 2014)

This agreement (the “Agreement”) is made and entered into by and between VeriTeQ Corporation, a Delaware corporation (the “Company”), and the undersigned prospective individual (the “Executive”) who is agreeing to convert certain amounts to which he or she is owed (due from Company to Executive).

Veriteq – CONVERTIBLE PROMISSORY NOTE (November 5th, 2014)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Veriteq – VERITEQ CORPORATION AGREEMENT TO CONVERT DIRECTOR, OFFICER AND MANAGEMENT LIABILITIES INTO EQUITY (November 5th, 2014)

This agreement (the “Agreement”) is made and entered into by and between VeriTeQ Corporation, a Delaware corporation (the “Company”), and the undersigned prospective individual (the “Executive”) who is agreeing to convert certain amounts to which he or she is owed (due from Company to Executive).

Veriteq – SECURITIES PURCHASE AGREEMENT (November 5th, 2014)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2014, by and between VERITEQ CORP., a DELAWARE corporation, with headquarters located at 220 CONGRESS PARK DRIVE SUITE 200, DELRAY BEACH, FL 33445 (the “Company”), and MAGNA EQUITIES II, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).

Veriteq – SECOND AMENDMENT AGREEMENT (November 5th, 2014)

This Second Amendment Agreement (this “Agreement”) is entered into as of October 31, 2014, by and between VeriTeQ Corporation (f/k/a Digital Angel Corporation), a Delaware corporation with offices located at 220 Congress Park Drive, Suite 200, Delray Beach, Florida 33445 (the “Company”), and the investor signatory hereto (the “Investor”), with reference to the following facts:

Veriteq – SECOND AMENDMENT AGREEMENT (November 5th, 2014)

This Second Amendment Agreement (this “Agreement”) is entered into as of October 31, 2014, by and between VeriTeQ Corporation (f/k/a Digital Angel Corporation), a Delaware corporation with offices located at 220 Congress Park Drive, Suite 200, Delray Beach, Florida 33445 (the “Company”), and the investor signatory hereto (the “Investor”), with reference to the following facts:

Veriteq – VERITEQ CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK (November 5th, 2014)
Veriteq – CONVERTIBLE PROMISSORY NOTE (October 24th, 2014)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.