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Certified Diabetic Services Inc Sample Contracts

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

Standard Contracts

LEASE AGREEMENT
Lease Agreement • October 8th, 1997 • Certified Diabetic Services Inc • Florida
EMPLOYMENT AGREEMENT Agreement made the 2nd day of November, 1995, by and between a
Employment 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 a
Employment Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
EXHIBIT 10.16 COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
REGISTRATION RIGHTS AGREEMENT
Registration 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.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Stock 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 AGREEMENT
Purchasing Agreement • October 8th, 1997 • Certified Diabetic Services Inc • Florida
COMMERCIAL GUARANTY
Commercial 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., LLC
Placement Agent Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
SECURITIES PURCHASE AGREEMENT
Securities 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”).

BACKGROUND
Employee 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 WARRANT
Security 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. Fisher
Executive 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. Bock
Executive 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. Fisher
Executive 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 ASSOCIATION
Ancillary 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.”

LEASE
Lease 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 AGREEMENT
Participating Facility Agreement • April 23rd, 1998 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 15th, 2009 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
BD COMMON STOCK PURCHASE WARRANT
Security 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).

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 ASSOCIATION
Ancillary 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