AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 30th, 1999 • Plastic Surgery Co • Services-management services • Georgia
1 Exhibit 2.8 AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT (this "Amendment"), dated as of November 24, 1999, by and among The Plastic Surgery Company, a Georgia corporation,...Agreement and Plan of Reorganization • November 30th, 1999 • Plastic Surgery Co • Services-management services • Georgia
RECITALSService Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • Georgia
FORM OF WARRANT AGREEMENTWarrant Agreement • September 15th, 1999 • Plastic Surgery Co • Services-management services
BY AND AMONGStock Purchase Agreement • January 2nd, 2001 • Plastic Surgery Co • Services-management services • Florida
ARTICLE I.Loan Agreement • April 17th, 2001 • Plastic Surgery Co • Services-management services • California
EXHIBIT 2.3 FORM OF PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this _____ day of ____________, 1999, by and between Better Image, Inc., a Georgia corporation (hereinafter referred to...Purchase and Sale Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • Georgia
EXHIBIT 1.1 THE PLASTIC SURGERY COMPANY 2,760,000 SHARES OF COMMON STOCK FORM OF UNDERWRITING AGREEMENT Cruttenden Roth Incorporated H.C. Wainwright & Co., Inc. c/o Cruttenden Roth Incorporated 24 Corporate Plaza Newport Beach, CA 92660 Ladies and...Plastic Surgery Co • September 15th, 1999 • Services-management services • Georgia
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services
LOAN AGREEMENTLoan Agreement • January 11th, 2002 • Plastic Surgery Co • Services-management services • Florida
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 1999 • Plastic Surgery Co • Services-management services
FORM OF AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONPlastic Surgery Co • November 15th, 1999 • Services-management services • Georgia
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 1999 • Plastic Surgery Co • Services-management services
FIRST AMENDMENT TO ------------------ PROMISSORY NOTE ---------------Plastic Surgery Co • November 16th, 2001 • Services-management services • California
1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 1, 2000, is entered by and between The Plastic Surgery Company, a Georgia corporation (the "Company"), and Joshua Levine ("Executive"). NOW,...Employment Agreement • March 30th, 2000 • Plastic Surgery Co • Services-management services • California
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 1, 1998, is entered by and between Better Image, Inc., a Georgia corporation (the "Company"), and David Challoner ("Executive"). NOW, THEREFORE, for...Employment Agreement • July 23rd, 1999 • Plastic Surgery Co • Services-management services • Georgia
FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF THE PLASTIC SURGERY COMPANY (a Georgia corporation) Not Transferable or Exercisable Except upon Conditions Herein Specified Void after 5:00 p.m., Eastern Standard Time, the last day of the five...Plastic Surgery Co • October 27th, 1999 • Services-management services
1 EXHIBIT 10.9 FORM OF CONSULTING AND BUSINESS SERVICES AGREEMENT THIS CONSULTING AND BUSINESS SERVICES AGREEMENT (this "Agreement"), dated as of _______________, 199__ , by and between BETTER IMAGE, INC., a Georgia corporation, and its successors or...Consulting and Business Services Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • New York
EXHIBIT 10.2 LOAN AGREEMENT This LOAN AGREEMENT (as amended from time to time, this "AGREEMENT"), dated as of August 7, 2001 (the "EFFECTIVE DATE"), is entered into by and among THE PLASTIC SURGERY COMPANY, a Georgia corporation (the "BORROWER"), and...Loan Agreement • November 16th, 2001 • Plastic Surgery Co • Services-management services • California
1 EXHIBIT 10.10 FORM OF EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") dated as of ______________, 199__ by and between _______________________________, an ___________________ (the "Practice"), and _________________________, a...Employment Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services
RECITALS:Form of Service Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • Georgia
EXHIBIT 4.4 AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT ------------------------------------------------ This AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered into as of August 7, 2001, by and among THE...Investors' Rights Agreement • November 16th, 2001 • Plastic Surgery Co • Services-management services • California
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 22, 1998, is entered by and between Better Image, Inc., a Georgia corporation (the "Company"), and Patricia Altavilla ("Executive"). NOW, THEREFORE, for...Employment Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • California
EXHIBIT 2.2 FORM OF AMENDMENT TO THE FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT (this "Amendment"), dated as of ________, 1999, by and among The Plastic Surgery Company, a Georgia...Agreement and Plan of Reorganization Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • Georgia
EXHIBIT 10.3 AMENDMENT NO. 1 TO AUGUST 2001 LOAN AGREEMENT This Amendment No. 1 to August 2001 Loan Agreement (the "AMENDMENT") is made as of September 9, 2001 by and between THE PLASTIC SURGERY COMPANY, a Georgia corporation ("PSC"), and the lenders...August 2001 Loan Agreement • November 16th, 2001 • Plastic Surgery Co • Services-management services • California
Exhibit 2.5 May 13, 1999 Mr. Robert Qualls Chairman & Chief Executive Officer Isis Cosmetic Partners, Inc. 1003 Landfall Way Johns Island, S.C. 29455 Dear Bob: Reference is made to that letter of intent (the "LOI") between Isis Cosmetic Partners, Inc....Plastic Surgery Co • July 23rd, 1999 • Services-management services
SEAL _________________________________ President SecretaryPlastic Surgery Co • July 23rd, 1999 • Services-management services
EXHIBIT B FORM OF AMENDED AND RESTATED PROMISSORY NOTEPlastic Surgery Co • January 11th, 2002 • Services-management services • Georgia
FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • June 25th, 1999 • Plastic Surgery Co • Services-management services • Georgia
EXHIBIT 2.4 FORM OF STOCK PURCHASE AND SALE AGREEMENT THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this ____ day of __________________, 199__, by and among Better Image, Inc., a Georgia corporation...Form of Stock Purchase and Sale Agreement • June 25th, 1999 • Plastic Surgery Co • Services-management services • Georgia
FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF THE PLASTIC SURGERY COMPANY (a Georgia corporation) Not Transferable or Exercisable Except upon Conditions Herein Specified Void after 5:00 p.m., Eastern Standard Time, the last day of the five...Plastic Surgery Co • October 27th, 1999 • Services-management services
1 Exhibit 10.6 BETTER IMAGE, INC. CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made and entered into as of the 1st day of June, 1997, by and between JONATHAN E. WILFONG ("Consultant"), and BETTER IMAGE, INC. ("BII"), a Georgia...Consulting Agreement • July 23rd, 1999 • Plastic Surgery Co • Services-management services • Georgia
EXHIBIT 4.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Plastic Surgery Co • November 16th, 2001 • Services-management services
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
RECITALS --------December 2000 Loan Agreement • November 16th, 2001 • Plastic Surgery Co • Services-management services • California
