AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • New York
This Amended and Restated Registration Rights Agreement is made and entered into as of June 26, 2008 (as amended, modified or supplemented from time to time, this “Agreement”) by and between Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”) and Midtown Partners & Co., LLC, a Florida limited liability company (“Midtown” and collectivelly with Vicis, the “Holders”).
SERIES 1 COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Certified Diabetic Services, Inc.Certified Diabetic Services Inc • April 15th, 2009 • Services-misc health & allied services, nec
THIS SERIES 1 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 third (3rd) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Certified Diabetic Services, Inc., a Delaware 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).
Midtown Partners & Co., LLCPlacement Agent Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2008 among Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Purchaser”).
SERIES 4 COMMON STOCK PURCHASE WARRANT Certificate No.: To Purchase Shares of Common Stock of Certified Diabetic Services, Inc.Certified Diabetic Services Inc • April 15th, 2009 • Services-misc health & allied services, nec
THIS SERIES 4 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 (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Certified Diabetic Services, Inc., a Delaware 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).
COMMON STOCK PURCHASE WARRANT To Purchase 2,920,000 Shares of Common Stock of Certified Diabetic Services, Inc.Common Stock Purchase Warrant • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ABS SOS-Plus Partners Ltd. (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 Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), 2,920,000 shares, subject to adjustment pursuant to Section 2 (the “Warrant Shares”) of Common Stock, par value $0.01 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 1(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 18, 2007, among Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands, and Midtown Partners & Co., LLC, a Florida limited liability company.
EXECUTIVE EMPLOYMENT AGREEMENT Lowell M. FisherEmployment Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
Whereas Certified Diabetic Services, Inc, a State of Delaware Corporation (“the Company”) is in the business as a diabetic supplies mail order business complemented by other mail order business, products and services for it clients; and
EXTENSION EXECUTIVE EMPLOYMENT AGREEMENT Mark A. BockEmployment Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
Whereas, Certified Diabetic Services, Inc., a State of Delaware Corporation (“the Company”) is in the business as a diabetic supplies mail order business complemented by other mail order business, products and services for it clients; and
EXTENSION OF EXECUTIVE EMPLOYMENT AGREEMENT Lowell M. FisherEmployment Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
Whereas, Certified Diabetic Services, inc., a State of Delaware Corporation (“the Company”) is in the business as a diabetic supplies and pharmacy mail order business complemented by other mail order business, products and services for it clients and;
LEASELease • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
The following Schedule (the “Schedule”) is an integral part of this Lease, as are all of the Exhibits referred to in this Lease. The Schedule, the Exhibits, and the numbered paragraphs of this Lease, collectively, contain the terms and conditions of the Lease Agreement between the Landlord and Tenant.
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA FT. MYERS DIVISIONSettlement Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
THIS SETTLEMENT AGREEMENT (the “Settlement Agreement” or the “Agreement”) is made effective this 26th day of June, 2007, by and between Elroy E. Erie (“Erie”), Certified Diabetic Services, Inc., a Delaware corporation (“CDS”), CDS Investors, LLC, a dissolved limited liability company (“CDSI”), Brent Peterson (“Peterson”), and Lowell Fisher (“Fisher”). Erie, CDS, CDSI, Peterson and Fisher shall be referred to collectively as “the Parties.”
SETTLEMENT AGREEMENTCertified Diabetic Services Inc • April 15th, 2009 • Services-misc health & allied services, nec
BD COMMON STOCK PURCHASE WARRANTBd Common Stock Purchase Warrant • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
THIS BD 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 third (3rd) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Certified Diabetic Services, Inc., a Delaware 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).
COMMERCIAL LEASECommercial Lease • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
