AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2013 (this “Agreement”), is by and among Fuse Medical LLC, a Delaware limited liability company (“Fuse”), Golf Rounds.com, Inc., a Delaware corporation (“TEEE”), Project Fuse LLC, a Delaware limited liability company (“Merger Sub”), and D. Alan Meeker, solely in his capacity as the representative of the Fuse members (the “Representative”). Fuse, TEEE, Merger Sub and the Representative are collectively referred to herein as the “Parties.” Unless otherwise specified, all capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A.
INTERIM CFO SERVICES AGREEMENTInterim Cfo Services Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Interim CFO Services Agreement (“Agreement”) entered into and made effective as of June 1, 2014 (the “Effective Date”), between FUSE MEDICAL, INC., a Delaware limited liability company, with offices at 4770 Bryant Irvin Court, Suite 300, Fort Worth, Texas 76107 (the “Company”), and DAVID HEXTER (“Hexter”), as a representative of DAVID A. HEXTER, CPA, P.A. (the “Firm”) with an address of 4650 Siena Circle, Wellington, Florida 33414 (each is a “Party” and collectively the “Parties”).
GENERAL COUNSEL AGREEMENTGeneral Counsel Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This General Counsel Agreement (“Agreement”) entered into and made effective as of this 1st day of July, 2014 (the “Effective Date”), between Fuse Medical, Inc., with offices at 4770 Bryant Irvin Court, Suite 300, Fort Worth, Texas 76107 (“Company”) and Ross Eichberg, P.C. (hereinafter referred to as “General Counsel”) with an address of 358 Queen Anne Road, Stevensville, Maryland 21666 (each, a “Party” and collectively the “Parties”).
MEDICAL DIRECTOR AGREEMENTMedical Director Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Medical Director Agreement (“Agreement”) entered into and made effective as of this 1st day of May, 2014 (the “Effective Date”), between Fuse Medical, LLC, with offices at 4770 Bryant Irvin Court, Suite 300, Fort Worth, Texas 76107 (“Company”) and Dr. Stephen Corey (hereinafter referred to as “Medical Director”) with an address of 402 Nelson Blvd Suite 300, Kingstree, SC 29556 (each, a “Party” and collectively the “Parties”).
Commission AgreementCommission Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Florida
This commission agreement is between Gulf Coast Surgical Solutions, LLC (Company) and Fuse Medical LLC (Agent). In consideration of the mutual agreement and covenants herein contained, the parties hereto agree as follows:
ASSIGNMENT OF LEASELease Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
THIS AGREEMENT is made between JAR Financial, LLC a Delaware limited liability company (“Assignor”), and Fuse Medical, LLC, a Delaware limited liability company (“Assignee”).
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Amended and Restated Agreement (the “Agreement”) is entered into as of this 27th day of November, 2013, by and among Fuse Medical, LLC, a Delaware limited liability company (“Fuse LLC”), and Eva Lou Holding LLC (“Holder”). This Agreement amends, restates and replaces in its entirety the Conversion Agreement dated July 30, 2013, by and among Fuse LLC, Holder and Golf Rounds.com, Inc., a Delaware corporation (“TEEE”), and any other agreement between or among the parties governing similar subject matter.
AGREEMENTAgreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Agreement (the “Agreement”) is entered into as of this 27th day of November, 2013, by and among Fuse Medical, LLC, a Delaware limited liability company (“Fuse LLC”), and Fuse Management V, LLC (“Fuse V”) and Fuse Management VI, LLC (“Fuse VI” and, together with Fuse V, the “Fuse GPs”).
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Amended and Restated Agreement (the “Agreement”‘) is entered into as of this 27th day of November, 2013, by and among Fuse Medical, LLC, a Delaware limited liability company (“Fuse LLC”), and KAW Holdings, LLC (“Holder”), Dr. Richard Adams, an individual (“Adams”), Dr. Scott King, an individual (“King”), Dr. David Wanner (“Wanner”), an individual. This Agreement amends, restates and replaces in its entirety the Conversion Agreement dated October 3, 2013, by and among Fuse LLC, Holder and Golf Rounds.com, Inc., a Delaware corporation (“TEEE”), Amendment 1 to the KAW Holdings LLC Share Allocation Agreement dated October 3, 2013 by and among Holder, Adams, King, and Wanner, and any other agreement between or among the parties governing similar subject matter.
MEDICAL DIRECTOR AGREEMENTMedical Director Agreement • August 29th, 2014 • Fuse Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Medical Director Agreement (“Agreement”) entered into and made effective as of this 1st day of May, 2014 (the “Effective Date”), between Fuse Medical, LLC, with offices at 4770 Bryant Irvin Court, Suite 300, Fort Worth, Texas 76107 (“Company”) and Dr. Randall L. Dei herein after referred to as (“Medical Director”) with an address of 7565 S. Cambridge Drive, Franklin, Wisconsin 53132 (each, a “Party” and collectively the “Parties”).
