CERTIFIED DIABETIC SERVICES INC. STOCK OPTION AGREEMENT Optionee Name: Frederick J. Roberts -------------------- Optionee Address: --------------------Stock Option Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 19, 1998, by and among Certified Diabetic Services, Inc., a Delaware corporation, with headquarters located at 2373 Horseshoe Drive South, Naples, Florida...Securities Purchase Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • New York
PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is by and between Barnett Bank, N.A., or its affiliate holding title to the Property (as hereafter defined) ("Seller"), and Certified Diabetic Services, Inc., a Delaware...Purchase and Sale Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
Exhibit 10.24 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 19, 1998, by and among Certified Diabetic Services, Inc., a Delaware corporation, with headquarters located at 2373 Horseshoe Boulevard...Registration Rights Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • New York
EMPLOYMENT AGREEMENT AGREEMENT made as of the 14th day of February, 1997, by and between Joseph L. Marotta, an individual with a mailing address at ________________________________________ (hereinafter referred to as "Executive"), and Certified...Employment Agreement • October 8th, 1997 • Certified Diabetic Services Inc • Florida
CERTIFIED DIABETIC SERVICES, INC. STOCK OPTION AGREEMENT Optionee Name: Myron M. Blumenthal Optionee Address: ________________________________________ Number of Shares of Exercise Price per Common Stock: 1,000,000 Share: $8.75 Date of Grant: September...Stock Option Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Delaware
LEASE AGREEMENTLease Agreement • October 8th, 1997 • Certified Diabetic Services Inc • Florida
EMPLOYMENT AGREEMENT Agreement made the 2nd day of November, 1995, by and between aEmployment Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
EMPLOYMENT AGREEMENT Agreement made the 2nd day of November, 1995, by and between aEmployment Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
EXHIBIT 10.16 COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
RECD RECORDED in the OFFICIAL RECORDS of COLLIER COUNTY, FL OBLD 2525000.00 GUDRUN KNICKEL at 08:39 AM DWIGHT B. BROCK, CLERK OBLI 2525000.00 350 FIFTH AVE S#200 REC FEE 55.50 NAPLES, FL 34102 DOC-.35 8837.50 INT -.002 5050,00 MORTGAGE AND SECURITY...Mortgage and Security Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
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.
CERTIFIED DIABETIC SERVICES, INC. STOCK OPTION AGREEMENT ---------------------- Optionee Name: Albert R. Ayala Optionee Address: --------------------------------------- Number of Shares of Exercise Price per Common Stock: 1,000,000 Share: $1.00 Date...Stock Option Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Delaware
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”).
CERTIFIED DIABETIC SERVICES INC. STOCK OPTION AGREEMENTStock Option Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
SERIES 1 COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Certified Diabetic Services, Inc.Security Agreement • April 15th, 2009 • Certified Diabetic Services Inc • 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).
MEDICARE/MEDICAID STRIP REBATE CREDIT PURCHASING AGREEMENTPurchasing Agreement • October 8th, 1997 • Certified Diabetic Services Inc • Florida
COMMERCIAL GUARANTYCommercial Guaranty • October 8th, 1997 • Certified Diabetic Services Inc • Florida
AMOUNT OF GUARANTY. This is guaranty of payment of the Note, including without limitation the principal Note amount of One Million & 00/100 Dollars ($1,000,000.00).
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 • January 8th, 2010 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2009 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”).
BACKGROUNDEmployee Lease Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
SERIES 4 COMMON STOCK PURCHASE WARRANT Certificate No.: To Purchase Shares of Common Stock of Certified Diabetic Services, Inc.Security Agreement • April 15th, 2009 • Certified Diabetic Services Inc • 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).
SERIES 6 COMMON STOCK PURCHASE WARRANT Certificate No.: 1 To Purchase 5,500,000 Shares of Common Stock of Certified Diabetic Services, Inc.Security Agreement • January 8th, 2010 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
THIS SERIES 6 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vicis Capital Master Fund (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 5,500,000 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).
BD SERIES [6/7/8] COMMON STOCK PURCHASE WARRANTSecurity Agreement • January 8th, 2010 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
THIS BD SERIES 8 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC (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).
EXECUTIVE EMPLOYMENT AGREEMENT Lowell M. FisherExecutive Employment 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. BockExecutive Employment 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. FisherExecutive Employment 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;
HERITAGE PHYSICIAN NETWORKS ANCILLARY PARTICIPATION AGREEMENT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO THE TEXAS GENERAL ARBITRATION ACT AND THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATIONAncillary Participation Agreement • July 27th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Texas
THIS ANCILLARY PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of March, 2004, by and between Heritage Physician Networks, a Texas non-profit corporation certified pursuant to Section 162.001 et seq. of the Texas Medical Practice Act (hereinafter referred to as “HPN”) and CDS Health Management Inc. (d/b/a Certified Diabetic Supplies) a legal entity licensed to provide health care services in the State of Texas (hereinafter referred to as “Provider”), who are collectively referred to hereinafter as “the Parties.”
LEASELease Agreement • 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.
MULTIPLAN, INC. PARTICIPATING FACILITY AGREEMENTParticipating Facility Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
BD COMMON STOCK PURCHASE WARRANTSecurity Agreement • 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).
DIABETIC SUPPLIES AGREEMENT THIS AGREEMENT is entered into by and between Certified Medical Supplies, Inc., a Delaware corporation, Certified Diabetic Supplies, Inc. (both referred to herein as "CDS"), a Delaware corporation, and, Benefit Plan...Diabetic Supplies Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Missouri
SELECTCARE HEALTH PLANS, INC. Ancillary Participation Agreement NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO THE TEXAS GENERAL ARBITRATION ACT AND THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATIONAncillary Participation Agreement • July 27th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Texas
THIS ANCILLARY PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of the lst day of 6-1-06, 2005 (the “Effective Date”), by and between SelectCare Health Plans, Inc., a Texas corporation licensed as an insurance company in the State of Texas (hereinafter referred to as “SelectCare”) and CDS Health Management Inc. (d/b/a Certified Diabetic Supplies), a Florida corporation (hereinafter referred to as “Provider”), who may be individually referred to as “a Party” or collectively referred to hereinafter as “the Parties.”
WITNESSETH:Mortgage and Security Agreement • October 8th, 1997 • Certified Diabetic Services Inc • Florida
