Dental Patient Care America Inc Sample Contracts

RECITALS
Employment Agreement • April 15th, 2005 • Dental Patient Care America Inc • Oil & gas field exploration services • Utah
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MOUNTAIN OIL, INC. - COMMON STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • January 16th, 2001 • Mountain Oil Inc • Oil & gas field exploration services
RECITALS
Employment Agreement • June 27th, 2005 • Dental Patient Care America Inc • Oil & gas field exploration services • Utah
RECITALS
Management Services Agreement • November 22nd, 2006 • Dental Patient Care America Inc • Services-home health care services • Utah
RECITALS
Indemnity Agreement • June 27th, 2005 • Dental Patient Care America Inc • Oil & gas field exploration services • Utah
E-19
Convertible Debenture • May 25th, 2000 • Mountain Oil Inc • Utah
Exhibit 5 Form SB-2 Mountain Oil, Inc. September 27, 1999 CRUDE OIL PURCHASE CONTRACT
Crude Oil Purchase Contract • October 19th, 2000 • Mountain Oil Inc • Oil & gas field exploration services
Dental Cooperative Management Services Agreement
Management Services Agreement • June 8th, 2007 • Dental Patient Care America Inc • Services-home health care services • Utah

This Management Services Agreement (the “Agreement”) is effective on the date specified in Section 6.12, by and among DENTAL COOPERATIVE, INC., a Utah corporation (“Dental Cooperative” or “Cooperative”); the Provider; and those natural persons, if any, who own Provider (“Dentist(s)”), all as specified on the signature page. THIS AGREEMENT SUPERCEDES ANY AND ALL PRE-EXISTING AGREEMENTS OR UNDERSTANDINGS AMONG THE PARTIES, WHETHER IN WRITING OR OTHERWISE. ANY SEPARATE WRITING PURPORTING TO ALTER THE UNDERSTANDINGS SET FORTH BELOW OR EXEMPT A PROVIDER FROM ANY OF THE UNDERSTANDINGS BELOW MUST BE IN WRITING AND REFERENCE EXPLICITLY THE INTENT TO MODIFY THIS AGREEMENT.

Dental Cooperative Affiliate Member Practice Purchase Agreement
Affiliate Member Practice Purchase Agreement • June 8th, 2007 • Dental Patient Care America Inc • Services-home health care services • Utah

This Affiliate Member Practice Purchase Agreement (the “Agreement”) is effective on the date specified in Section 9.11, by and among DENTAL COOPERATIVE, INC., a Utah corporation (“Dental Cooperative”); the Provider; and those natural persons, if any, who own Provider (“Dentist(s)”), all as specified on the Signature Page. THIS AGREEMENT SUPERCEDES ANY AND ALL PRE-EXISTING AGREEMENTS OR UNDERSTANDINGS AMONG THE PARTIES, WHETHER IN WRITING OR OTHERWISE. ANY SEPARATE WRITING PURPORTING TO ALTER THE UNDERSTANDINGS SET FORTH BELOW OR EXEMPT A PROVIDER FROM ANY OF THE UNDERSTANDINGS BELOW MUST BE IN WRITING AND REFERENCE EXPLICITLY THE INTENT TO MODIFY THIS AGREEMENT.

DENTAL PATIENT CARE AMERICA, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois

DENTAL PATIENT CARE AMERICA, INC., Utah corporation (the “Company”) in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt of which is hereby acknowledged, hereby grants to HEARTLAND DENTAL CARE, INC., or its registered assigns (the “Warrant Holder”) the right and option to purchase from the Company that number of shares that when issued will be equal to (i) the product of (a) a fraction, the numerator of which is the actual cumulative amount of loan proceeds funded under that certain Loan, Security and Warrant Agreement of even date herewith by and among the Company, Subsidiaries of the Company and the Warrant Holder, and the denominator of which is $1,250,000, multiplied times (b) ten percent (10%), of (ii) the total number of issued and outstanding shares of common stock, on a fully diluted basis, on the Exercise Date net of shares issued as a result of prior partial exercises of common stock, no par value (the “Common Stock”), of the Company

TAG-ALONG RIGHTS AGREEMENT
Tag-Along Rights Agreement • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois

This Agreement is made and entered into this 27th day of December, 2006, by and among MICHAEL SILVA, HARRY L. PETERSON, AND MICHAEL BERRETT (individually a “Director” together the “Directors”), DENTAL PATIENT CARE AMERICA, INC., a Utah corporation (the “Corporation”) and HEARTLAND DENTAL CARE, INC., a Delaware corporation (“Heartland”).

Dental Cooperative Affiliate Member Practice Purchase Agreement
Practice Purchase Agreement • April 5th, 2007 • Dental Patient Care America Inc • Services-home health care services • Utah

This Affiliate Member Practice Purchase Agreement (the “Agreement”) is effective on the date specified in Section 9.11, by and among DENTAL COOPERATIVE, INC., a Utah corporation (“Dental Cooperative”); the Provider; and those natural persons, if any, who own Provider (“Dentist(s)”), all as specified on the Signature Page. THIS AGREEMENT SUPERCEDES ANY AND ALL PRE-EXISTING AGREEMENTS OR UNDERSTANDINGS AMONG THE PARTIES, WHETHER IN WRITING OR OTHERWISE. ANY SEPARATE WRITING PURPORTING TO ALTER THE UNDERSTANDINGS SET FORTH BELOW OR EXEMPT A PROVIDER FROM ANY OF THE UNDERSTANDINGS BELOW MUST BE IN WRITING AND REFERENCE EXPLICITLY THE INTENT TO MODIFY THIS AGREEMENT.

SECURED SUBORDINATED NOTE
Secured Subordinated Note • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois

Dental Patient Care America, Inc., a Utah corporation (the “Company”), Dental Cooperative, Inc., a Utah corporation, U.S. Dentist Direct, Inc., a Utah corporation, and Dental Practice Transitions, Inc., a Utah corporation (collectively the “Maker”), for value received, hereby jointly and severally promise to pay to the order of Heartland Dental Care, Inc. a Delaware corporation (“Holder”), and registered assigns the stated principal amount of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,250,000) or so much thereof as shall be funded (the “Principal Amount”). All cash payments made on this Note shall be made to Holder by wire transfer of immediately available funds to Holder’s account at such bank in the United States as may be specified in writing by Holder to the Company.

AGREEMENT
Agreement • November 3rd, 2003 • Mountain Oil Inc • Oil & gas field exploration services • Utah
LOAN, SECURITY AND WARRANT AGREEMENT AMONG HEARTLAND DENTAL CARE, INC. AS LENDER AND DENTAL PATIENT CARE AMERICA, INC. DENTAL COOPERATIVE, INC. U.S. DENTIST DIRECT, INC. DENTAL PRACTICE TRANSACTION, INC. COLLECTIVELY AS BORROWER
Loan Agreement • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois

LOAN, SECURITY AND WARRANT AGREEMENT, dated as of December 27, 2006 among DENTAL PATIENT CARE AMERICA, INC., a Utah corporation (the “Company”) or DENTAL COOPERATIVE, INC., a Utah Corporation, and U.S. DENTIST DIRECT, INC., a Utah corporation, and DENTAL PRACTICE TRANSITIONS, INC., a Utah corporation (collectively the “Borrower”), and HEARTLAND DENTAL CARE, INC., a Delaware corporation (“Lender”).

RECITALS
Affiliate Member Practice Purchase Agreement • November 22nd, 2006 • Dental Patient Care America Inc • Services-home health care services • Utah
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WITNESSETH:
Exclusive Referral Agreement • December 5th, 2006 • Dental Patient Care America Inc • Services-home health care services • Oklahoma
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 25th, 2009 • Dental Patient Care America Inc • Services-home health care services

THIS PURCHASE AND SALE AGREEMENT is made and entered into effective as of the 1st day of October 2008 (the “Agreement”), by and among Dental Patient Care America, Inc., and its subsidiaries Dental Practice Transition, Inc. and Dental Cooperative, Inc. (collectively, the “Seller”), DPAT-2 Owners, LLC (the “Purchaser”), and DPAT-2, LLC (the “Company”). The parties agree as follows:

RECITALS:
Option Agreement • April 15th, 2005 • Dental Patient Care America Inc • Oil & gas field exploration services • Utah
BENCHMARKING SERVICES AGREEMENT
Benchmarking Services Agreement • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Utah

THIS BENCHMARKING SERVICES AGREEMENT (this “Agreement”), made and entered into this 27th day of December 2006, by and between Dental Patient Care America, Inc., a Utah corporation, with an address at 2150 South 1300 East, Salt Lake City, Utah 84106 (hereinafter “DPCA”), and Heartland Dental Care, Inc., a Delaware corporation, with an address at 1200 Network Centre, Suite 2, Effingham, Illinois 62401(hereinafter “Heartland”):

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