ARTICLE I EXCHANGEExchange Agreement • October 10th, 2000 • Transform Pack International Inc • Minnesota
BETWEENAgreement and Plan of Exchange • August 20th, 2004 • Quantum Group Inc /Fl • Services-management consulting services • Nevada
RECITALSPut Option Agreement • June 11th, 2003 • Transform Pack International Inc • Miscellaneous food preparations & kindred products • Minnesota
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREINQuantum Group Inc /Fl • December 11th, 2007 • Services-management consulting services • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after December __, 2008 and on or before December __, 2012, up to 120,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Oregon
ContractSubscription and Registration Rights Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
THE UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF THIS AGREEMENT
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • September 26th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
E-37 Exhibit No. 3 Form 10-SB Transform Pack International, Inc.Transform Pack International Inc • October 10th, 2000
THE QUANTUM GROUP, INC. 8% Subordinated Secured Convertible Bridge Note Due July 31, 2007Quantum Group Inc /Fl • October 25th, 2007 • Services-management consulting services
This Subordinated Secured Bridge Note (the “Bridge Note”) is issued by THE QUANTUM GROUP, INC., a Nevada corporation (the “Obligor”), to ______________ (the “Holder”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Utah
This Warrant Agreement (the “Agreement”) made as of ___________, 2007, between The Quantum Group, Inc., a Nevada corporation, with offices at 3420 Fairlane Farms Road, Suite C, Wellington, Florida 33414 (the “Company”), and Fidelity Transfer Company, a Utah corporation, with offices at 1800 South West Temple, Suite 301, Salt Lake City, Utah 84115 (“Warrant Agent”).
ACCRUED COMPENSATION CONVERSION AGREEMENTAccrued Compensation Conversion Agreement • September 27th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
This Accrued Compensation Conversion Agreement (the “Agreement”) is made and entered into this 21 day of September 2007 (the “Effective Date”) by and between Noel J. Guillama, President of The Quantum Group, Inc. (the “Executive”), and The Quantum Group, Inc., a Nevada corporation (the “Company”).
CITRUS HEALTH CARE, INC. GLOBAL CAPITATION AGREEMENTGlobal Capitation Agreement • September 26th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
This Global Capitation Agreement (the "Agreement ) is made and entered into this 4th day of February, 2005 by and between Citrus Health Care, Inc., a Florida corporation (Plan ), and Renaissance Health System of Florida, Inc. a Florida corporation (Group ) whose affiliated Physicians/Providers are listed in Attachment D which is attached hereto and incorporated herein by reference.
healthcare solutions for a new generation SMQuantum Group Inc /Fl • May 29th, 2008 • Services-management consulting services
WELLINGTON, Fla. (May 28, 2008) - The Quantum Group, Inc. (AMEX:QGP, QGP.WSA, QGP.WSB) (www.QuantumMD.com), a provider of business process solutions, service chain management, strategic consulting and leading edge technology innovations to the healthcare industry, announced today that it is joining IBM’s Latin American Grid (LA Grid) initiative. LA Grid is comprised of a collection of human and computing resources in North America, Latin America and Spain, working in collaboration to perform as one massive supercomputer. Quantum now joins twelve other member universities worldwide and IBM in the development of this multi-national, distributed network platform for advanced research.
Management AgreementManagement Agreement • September 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Management Agreement (herein referred to as “Agreement”) is between QMed BILLING, Inc., a Florida Corporation (“QMed”) and Central Florida Medical Billing Services, Inc., a Florida Corporation (herein referred to as “CFMBS”). The Parties agree to the following:
PRIMARY CARE PROVIDER AGREEMENTPrimary Care Provider Agreement • September 26th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
THIS PRIMARY CARE PROVIDER AGREEMENT (the “Agreement”) is entered into this 1st day of _____________________ 20__, (the “Effective Date”) by and between RENAISSANCE HEALTH SYSTEM OF FLORIDA, INC., a Florida corporation (“RHS”), and ________________________________________, (“Primary Care Provider”).
NONCONVERTIBLE PROMISSORY NOTEQuantum Group Inc /Fl • September 27th, 2007 • Services-management consulting services • Florida
FOR VALUE RECEIVED and in connection with the Compensation Conversion Agreement by and between Susan Darby Guillama, Vice President of The Quantum Group, Inc. (the “Payee”), and The Quantum Group, Inc., a Nevada corporation (the “Maker”) dated September 21, 2007 (the “Agreement”), the Maker hereby promises to pay to the Payee in lawful money of the United States of America the principal sum of Two Hundred Thirty Four Thousand Five Hundred Eighty Three Dollars and Thirty Seven Cents ($234,583.37) together with interest thereon at the rate of eight percent (8%) per annum on any unpaid balance, on the terms set forth below.
NONCONVERTIBLE PROMISSORY NOTEQuantum Group Inc /Fl • September 27th, 2007 • Services-management consulting services • Florida
FOR VALUE RECEIVED and in connection with the Compensation Conversion Agreement by and between Donald B. Cohen, Vice President of The Quantum Group, Inc. (the “Payee”), and The Quantum Group, Inc., a Nevada corporation (the “Maker”) dated September 21, 2007 (the “Agreement”), the Maker hereby promises to pay to the Payee in lawful money of the United States of America the principal sum of One Hundred Fifty Eight Thousand One Hundred Twenty Dollars and Eighty Five Cents ($158,120.85) together with interest thereon at the rate of eight percent (8%) per annum on any unpaid balance, on the terms set forth below.
NONCONVERTIBLE PROMISSORY NOTEQuantum Group Inc /Fl • September 27th, 2007 • Services-management consulting services • Florida
FOR VALUE RECEIVED and in connection with the Compensation Conversion Agreement by and between Noel J. Guillama, President of The Quantum Group, Inc. (the “Payee”), and The Quantum Group, Inc., a Nevada corporation (the “Maker”) dated September 21, 2007 (the “Agreement”), the Maker hereby promises to pay to the Payee in lawful money of the United States of America the principal sum of Four Hundred Eighty Seven Thousand Six Hundred Forty Six Dollars and Seventy Cents ($487,646.70) together with interest thereon at the rate of eight percent (8%) per annum on any unpaid balance, on the terms set forth below.
ACCRUED COMPENSATION CONVERSION AGREEMENTAccrued Compensation Conversion Agreement • September 27th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
This Accrued Compensation Conversion Agreement (the “Agreement”) is made and entered into this 21th day of September 2007 (the “Effective Date”), by and between Susan Darby Guillama, Vice President of The Quantum Group, Inc. (the “Executive”), and The Quantum Group, Inc., a Nevada corporation (the “Company”).
The Quantum Group, Inc.Loan Escrow Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Delaware
High Capital Funding, LLC, a Delaware limited liability company with its registered office in Wilmington, DE (“Lead Lender”), and other persons (collectively, “Lenders”).
e-business Hosting AgreementHosting Agreement • January 20th, 2009 • Quantum Group Inc /Fl • Services-management consulting services • New York
OEM agreementQuantum Group Inc /Fl • March 3rd, 2008 • Services-management consulting services • Texas
This Agreement is made and entered into as of February 14, 2008 by and between Net.Orange, Inc. (OEM or Original Equipment Manufacturer) with its principal place of business at 1333 Corporate Dr., Suite 216, Irving, Texas, 75038, and Quantum Medical Technologies, Inc. (VAR or Value Added Reseller) with its principal place of business at 3420 Fairlane Farms Road, Suite C, Wellington, Florida 33414.
March 29, 2007 FINANCING AGREEMENT FOR SALE OF BRIDGE SECURITIESFinancing Agreement • September 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Nevada
High Capital Funding, LLC ("Lead Investor") and other persons (collectively “Purchasers”). All Purchasers shall be “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended.
This Warrant will be void after 5:00 p.m. New York time on March 15, 2012 (i.e. five (5) years from the Final Closing date of the Offering). Capitalized terms not defined herein shall have the same meanings ascribed to them in the Memorandum. Warrant...Quantum Group Inc /Fl • October 25th, 2007 • Services-management consulting services • Nevada
THIS CERTIFIES THAT, for value received, _________________________ (the “Holder”), is entitled to purchase from The Quantum Group, Inc., a Nevada corporation (the “Company”), at any time from _____________ until 5:00 p.m. (EST) on ____________, _____________________ fully paid and nonassessable shares of the Company’s common stock (“Common Stock”), at an exercise price of $____ per share, as adjusted (the “Exercise Price”).
WARRANT REPURCHASE AGREEMENTWarrant Repurchase Agreement • December 11th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Delaware
This agreement (the “Agreement”) provides for the repurchase by The Quantum Group, Inc., a Nevada corporation (the “Company”) of certain warrants previously issued to Newbridge Securities Corporation (“Newbridge”) which provided Newbridge the opportunity to purchase an aggregate of 70,911 shares (the “Warrants”) of the Company’s common stock, no par value.
First Amendment to Executive Employment AgreementExecutive Employment Agreement • March 28th, 2008 • Quantum Group Inc /Fl • Services-management consulting services
This First Amendment (the “First Amendment”) to Executive Employment Agreement is made this 24th day of March, 2008, by and between The Quantum Group, Inc., a Nevada corporation (the “Company”), on the one hand, and Noel J. Guillama, Chairman of the Board of Directors and Chief Executive Officer of the Company, on the other hand (the “Executive”).
CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENTChief Executive Officer Employment Agreement • September 12th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
THIS CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2007, between THE QUANTUM GROUP, INC., a Nevada corporation, (the “Company”), whose principal place of business is 3420 Fairlane Farms Road, Suite C, Wellington, Florida 33414 and NOEL J. GUILLAMA, an individual (the “Executive”), whose address is 929 Cedar Cove Road, Wellington, Florida 33414.
ContractSubscription and Registration Rights Agreement • September 21st, 2009 • Quantum Group Inc /Fl • Services-management consulting services • Nevada
THE SECURITIES SUBSCRIBED FOR UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER THIS AGREEMENT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH AGREEMENT, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH AGREEMENT MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
DEED OF LOANTransform Pack International Inc • January 22nd, 2001 • Miscellaneous food preparations & kindred products • New Brunswick
Amendment 3 to Management AgreementManagement Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Extension of the Management Agreement (“Agreement”) is between QMed BILLING, Inc., a Florida Corporation (“QMed”) and Central Florida Medical Billing Services, Inc., a Florida Corporation (herein referred to as “CFMBS”). The Parties agree to the following:
Management AgreementManagement Agreement • September 26th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Management Agreement (herein referred to as “Agreement”) is between QMed BILLING, Inc., a Florida Corporation (“QMed”) and Southeast Financial Systems, Inc., a Florida Corporation (herein referred to as “SEMFS”). The Parties agree to the following:
Exhibit 10.8 Transform Pack International, Inc. Form 10-KSB 2001 File No. 000-31727 TILIA / TRANSFORM PACK EXCLUSIVE SUPPLY AGREEMENT This TILIA- TRANSFORM PACK EXCLUSIVE SUPPLY AGREEMENT ("Agreement") is entered into as of April 1, 2001 ("Effective...Pack Exclusive Supply Agreement • August 30th, 2001 • Transform Pack International Inc • Miscellaneous food preparations & kindred products • California
SECURITY AGREEMENTSecurity Agreement • September 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
THIS SECURITY AGREEMENT, (“Agreement”) is made as of this _____ day of ___________, 2006, by and between THE QUANTUM GROUP, INC., a Nevada Corporation, 3420 Fairlane Road, Suite C, Wellington, FL 33414 (hereinafter “Borrower”), and investors as listed on Schedule “1” of this Agreement (the investors are hereinafter collectively referred to as the “Bridge Note Purchaser”).
MASTER LICENSE AGREEMENTMaster License Agreement • October 10th, 2000 • Transform Pack International Inc • New Brunswick
SPECIALTY CARE AGREEMENTSpecialty Provider Agreement • September 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
THIS SPECIALTY PROVIDER AGREEMENT (the “Agreement”) is entered into this 1st day of ______________ 20____, (the “Effective Date”) by and between RENAISSANCE HEALTH SYSTEM OF FLORIDA, INC., a Florida corporation (“RHS”), and ___________________, (“Specialty Provider”).
