SERVICE AGREEMENT -----------------Service Agreement • February 10th, 2000 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Florida
R E C I T A L - - - - - - -Nonqualified Stock Option Agreement • October 1st, 1999 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2007 • Flagship Global Health, Inc. • Services-misc health & allied services, nec • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 16, 2007, by and among Flagship Global Health, Inc., a Delaware corporation, with headquarters located at 220 West 42nd Street, 23rd Floor, New York, NY 10036 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 16th, 2001 • Finity Holdings Inc • Services-computer processing & data preparation • Ohio
andAgreement • October 1st, 1999 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Ohio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
This Agreement is made pursuant to the Amended and Restated Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and Flagship Patient Advocates, Inc., a Delaware corporation (“Flagship”) (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
BETWEENAgreement and Plan of Reorganization • June 18th, 1998 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2007 • Flagship Global Health, Inc. • Services-misc health & allied services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 16, 2007, by and among Flagship Global Health, Inc., a Delaware corporation, with headquarters located at 220 West 42nd Street, New York, NY 10036 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
ContractPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PATIENTS & PHYSICIANS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2008 • Flagship Global Health, Inc. • Services-misc health & allied services, nec • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 28, 2008, by and between FLAGSHIP GLOBAL HEALTH, INC., a Delaware corporation (along with its successors and assigns, the “Company”), and Clay Larsen (“Executive”).
PREMISESAgreement for the Purchase of Stock • October 1st, 1999 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Ohio
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of this 20th day of February, 2004, by and among Flagship Healthcare Management, Inc., a Delaware corporation (together with any predecessors or successors thereto as the context requires, the “Company”) and the investors named in Exhibit A attached hereto, as amended from time to time in accordance with Section 1.4 below. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
SERVICE AGREEMENT -----------------Service Agreement • February 10th, 2000 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Florida
PROMISSORY NOTEPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation
FOR VALUE RECEIVED, FLAGSHIP PATIENT ADVOCATES, INC. (the “Borrower”), hereby promises to pay to Apollo Medical Offshore Partners, LP (the “Lender”), as the holder of this promissory note (the “Note”), the principal remaining unpaid, together with all accrued interest one year from the date hereof. In the event the Borrower completes the closing of the next round of financing of at least an additional Four Million Dollars ($4,000,000.00), the Note, including all accrued interest, shall become convertible into the form of securities issued in such next round of financing at the price per share of the securities issued in such financing. Interest shall accrue at the prime rate reported in the Wall Street Journal for the business day immediately prior to the date of issuance of the Note and shall be calculated based on a 365-day year and shall be paid at maturity of the Note. Borrower may prepay any or all of the unpaid principal without penalty.
SUBLEASE BETWEEN PARTMINER, INC., SUBLANDLORD AND FLAGSHIP HEALTHCARE MANAGEMENT, INC., SUBTENANTFinity Holdings Inc • February 3rd, 2006 • Services-computer processing & data preparation
SUBLEASE made as of the 30th day of November, 2004, by and between PARTMINER, INC., a New York corporation, having an office at 80 Ruland Road, Melville, New York 11747 (hereinafter called "Sublandlord"), and FLAGSHIP HEALTHCARE MANAGEMENT, INC., a Delaware corporation, having an office at 645 Madison Avenue, 12th Floor, New York, NY 10022 (hereinafter called "Subtenant").
Voting Trust Agreement By and Between Flagship Healthcare Management, Inc. and Dr. Stephen J. O’BrienVoting Trust Agreement • March 28th, 2008 • Flagship Global Health, Inc. • Services-misc health & allied services, nec • Delaware
This Declaration and Agreement of Trust (hereinafter sometime also referred to as the “Trust,” “Voting Trust,” or “Agreement”) executed in quadruplicate is entered into by and between Flagship Healthcare Management, Inc., a Delaware corporation (“Flagship”), Dr. Stephen J. O’Brien (“O’Brien”), and the Board of Directors of Flagship (“Trustee Committee”) effective this ______ day of November, 2005.
JOINDER AGREEMENTJoinder Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
THIS JOINDER AGREEMENT (this “Joinder Agreement”) is executed as of August 22, 2006 by Patients & Physicians, Inc., a Delaware corporation (the “Joining Party”), and delivered to the Purchasers as listed on Schedule A hereto (the “Purchasers”). Except as otherwise defined herein, terms used herein and defined in the Securities Purchase Agreement (as defined below) shall be used herein as therein defined.
LINE OF CREDIT AGREEMENT BETWEEN CENTURY FINANCIAL GROUP, INC. AND FIRST INDEPENDENT COMPUTERS, INC. In consideration of the agreement of Century Financial Group, Inc., a Delaware Corporation ('CFG'), to grant to First Independent Computers, Inc., a...Line of Credit Agreement • February 10th, 2000 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Florida
AGREEMENT OF LEASEAgreement of Lease • June 18th, 1998 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation
LEASELease • June 18th, 1998 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Florida
INDIVIDUAL REAFFIRMATION AND RATIFICATION AGREEMENT August 22, 2006Individual Reaffirmation and Ratification Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 8th, 2008 • Flagship Global Health, Inc. • Services-misc health & allied services, nec
This joint filing agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, but all such counterparts shall together constitute for all purposes one and the same instrument.
REAFFIRMATION AND RATIFICATION AGREEMENT August 22, 2006Reaffirmation and Ratification Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
LINE OF CREDIT AGREEMENT BETWEEN CENTURY FINANCIAL GROUP, INC. AND FIRST INDEPENDENT COMPUTERS, INC. In consideration of Century Financial Group, Inc.'s, a Delaware corporation ('CFG'), agreement to grant to First Independent Computers, Inc., a Texas...Line of Credit Agreement • June 18th, 1998 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Florida
GUARANTYGuaranty • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
FOR VALUE RECEIVED, and in consideration of note purchases, loans made or to be made or credit otherwise extended or to be extended by the purchasers, as listed on Schedule A hereto, (the “Purchasers”) to or for the account of Flagship Patient Advocates, Inc., a Delaware corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Purchasers may deem advisable, each of the undersigned (and each of them if more than one, the liability under this guaranty (“Guaranty”) being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to the Purchasers, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of
ContractPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PATIENTS & PHYSICIANS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CREDIT CARD, DEBIT CARD AND MERCHANT PROCESSING SERVICE AGREEMENT THIS AGREEMENT is made and entered into between First Independent Computers, Inc., a Texas corporation, (FICI), 1157 North 5th, Suite 800, Abilene, Texas 79601, and Best Bank (the...Processing Service Agreement • June 18th, 1998 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Texas
SUBLEASESublease • August 17th, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
THIS SUBLEASE (“this Sublease”), dated as of 31st day of July 2006, between Live Nation Worldwide, Inc. f/k/a SFX Entertainment, Inc., a Delaware corporation, having an address at 220 West 42nd Street, New York, New York 10036 (referred to herein as “Sublandlord”), and Flagship Patient Advocates, Inc., a Delaware corporation, having an address at 432 Park Avenue South, New York, New York 10016 (referred to herein as “Subtenant”).
PROMISSORY NOTEPatients & Physicians, Inc. • August 23rd, 2006 • Services-computer processing & data preparation
FOR VALUE RECEIVED, FLAGSHIP PATIENT ADVOCATES, INC. (the “Borrower”), hereby promises to pay to Apollo Medical Partners, LP (the “Lender”), as the holder of this promissory note (the “Note”), the principal remaining unpaid, together with all accrued interest one year from the date hereof. In the event the Borrower completes the closing of the next round of financing of at least an additional Four Million Dollars ($4,000,000.00), the Note, including all accrued interest, shall become convertible into the form of securities issued in such next round of financing at the price per share of the securities issued in such financing. Interest shall accrue at the prime rate reported in the Wall Street Journal for the business day immediately prior to the date of issuance of the Note and shall be calculated based on a 365-day year and shall be paid at maturity of the Note. Borrower may prepay any or all of the unpaid principal without penalty.
IS THE RECORD HOLDER OFColumbia Capital Corp/Tx/ • June 18th, 1998 • Services-computer processing & data preparation
--Shares of COLUMBIA CAPITAL CORP. Common Stock-- transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
SHARE EXCHANGE AGREEMENT Between Finity Holdings, Inc. and Flagship Healthcare Management, Inc. Dated January 30, 2006Exchange Agreement • February 3rd, 2006 • Finity Holdings Inc • Services-computer processing & data preparation • Delaware
THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 30th day of January, 2006, by and between Finity Holdings, Inc. a Delaware corporation (hereinafter referred to as "Finity"), Flagship Healthcare Management, Inc., a Delaware corporation (hereinafter referred to as "Flagship") and the shareholders of Flagship listed below, upon the following premises:
First Independent Computers Inc. Data Processing Service Agreement THIS AGREEMENT is made and entered into between FIRST INDEPENDENT COMPUTERS, INC., a Texas corporation ("FICI"), 1157 N 5th, Abilene, Texas 79601, and FiScrip, Inc. (Customer) 2450...Processing Service Agreement • February 10th, 2000 • Columbia Capital Corp/Tx/ • Services-computer processing & data preparation • Texas
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD., FLAGSHIP PATIENT ADVOCATES, INC. and PATIENTS & PHYSICIANS, INC. Dated: August 22, 2006Securities Purchase Agreement • August 23rd, 2006 • Patients & Physicians, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2006, by and among FLAGSHIP PATIENT ADVOCATES, INC. (f/k/a Flagship Healthcare Management, Inc.), a Delaware corporation (the “Company”), PATIENTS & PHYSICIANS, INC. (f/k/a Finity Holdings, Inc.), a Delaware corporation (“Patients”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • February 22nd, 2007 • Flagship Global Health, Inc. • Services-misc health & allied services, nec • California
This agreement is made by and between FLAGSHIP GLOBAL HEALTH, INC., having its principal office at 220 W. 42nd Street, 22nd Floor, New York, New York 10036 (hereinafter referred to as the “Company” or “Client”), and PARABOLIC, LLC having its principal office at 12555 High Bluff Drive, Suite 305, San Diego, California 92130 (the “Consultant”).
