ARTICLE IRegistration Rights Agreement • January 5th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
PREAMBLEAsset Purchase Agreement • January 7th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
ARTICLE 1 ---------- SHARE EXCHANGE TRANSACTION --------------------------Share Exchange Agreement • April 30th, 2003 • World Health Alternatives Inc • Pennsylvania
EXHIBIT 2.1Asset Purchase Agreement • July 9th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
BETWEENStock Purchase Agreement • January 14th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2005 • World Health Alternatives Inc • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2005, among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2005 • World Health Alternatives Inc • Services-help supply services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2005, by and among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of WORLD HEALTH ALTERNATIVES, INC. Date of Issuance: May , 2005Security Agreement • August 24th, 2005 • World Health Alternatives Inc • Services-help supply services
THIS 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 of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the Third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from World Health Alternatives, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $ , subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanin
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2004 • World Health Alternatives Inc • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 22, 2004, among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August , 2004, by and among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2005 • World Health Alternatives Inc • Services-help supply services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 15, 2004, by and among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of World Health Alternatives, Inc.Securities Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services
THIS 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 of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from World Health Alternatives, Inc., a Texas corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $[110% of the average of the five closing bid prices for the Common Stock prior to the day of closing] , subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustme
EIGHTH AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • February 7th, 2006 • World Health Alternatives Inc • Services-help supply services
This Eighth Amendment to Amended and Restated Forbearance and Modification Agreement (this “Amendment”) is made as of February 3, 2006 by and among World Health Alternatives, Inc., a Florida corporation (“World Health”), Better Solutions, Inc., a Pennsylvania corporation (“BSI”), JC Nationwide, Inc. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation (“JC”), MedTech Medical Staffing of New England, Inc., a Delaware corporation (“MedTech Medical”), MedTech Franchising, Inc., a Delaware corporation (“MedTech Franchising”), World Health Staffing, Inc., a California corporation (“World Health California”), World Health Staffing, Inc. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (“World Health Delaware”; World Health, BSI, JC, MedTech Medical, MedTech Franchising, World Health California and World Health Delaware are referred to herein individually and collectively, as “Borrower”), and CapitalSource Finance LLC, a Delaware limited liabil
FIFTH AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • December 28th, 2005 • World Health Alternatives Inc • Services-help supply services
This Fifth Amendment to Amended and Restated Forbearance and Modification Agreement (this “Amendment”) is made as of December 23, 2005 by and among World Health Alternatives, Inc., a Florida corporation (“World Health”), Better Solutions, Inc., a Pennsylvania corporation (“BSI”), JC Nationwide, Inc. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation (“JC”), MedTech Medical Staffing of New England, Inc., a Delaware corporation (“MedTech Medical”), MedTech Franchising, Inc., a Delaware corporation (“MedTech Franchising”), World Health Staffing, Inc., a California corporation (“World Health California”), World Health Staffing, Inc. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (“World Health Delaware”; World Health, BSI, JC, MedTech Medical, MedTech Franchising, World Health California and World Health Delaware are referred to herein individually and collectively, as “Borrower”), and CapitalSource Finance LLC, a Delaware limited liabil
AGREEMENTLock-Up Agreement • February 27th, 2003 • World Health Alternatives Inc • Pennsylvania
AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • September 23rd, 2005 • World Health Alternatives Inc • Services-help supply services
This Amended and Restated Forbearance and Modification Agreement (“Agreement”) is made as of September 15, 2005 by and among World Health Alternatives, Inc., a Florida corporation (“World Health”), Better Solutions, Inc., a Pennsylvania corporation (“BSI”), JC Nationwide, Inc. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation (“JC”), MedTech Medical Staffing of New England, Inc., a Delaware corporation (“MedTech Medical”), MedTech Franchising, Inc., a Delaware corporation (“MedTech Franchising”), World Health Staffing, Inc., a California corporation (“World Health California”), World Health Staffing, Inc. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (“World Health Delaware”; World Health, BSI, JC, MedTech Medical, MedTech Franchising, World Health California and World Health Delaware are referred to herein individually and collectively, as “Borrower”), and CapitalSource Finance LLC, a Delaware limited liability company (“Lender”).
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT by and among WORLD HEALTH ALTERNATIVES, INC. BETTER SOLUTIONS, INC., JC NATIONWIDE, INC. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), MEDTECH STAFFING OF NEW ENGLAND, INC., MEDTECH...Revolving Credit and Term Loan Agreement • February 18th, 2005 • World Health Alternatives Inc • Services-help supply services • Maryland
THIS REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of February 14, 2005, is entered into by and among WORLD HEALTH ALTERNATIVES, INC., a Florida corporation and BETTER SOLUTIONS, INC., a Pennsylvania corporation, JC NATIONWIDE, INC., (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation, MEDTECH MEDICAL STAFFING OF NEW ENGLAND, INC., a Delaware corporation, MEDTECH FRANCHISING, INC., a Delaware corporation, WORLD HEALTH STAFFING, INC., a California corporation, and WORLD HEALTH STAFFING, INC. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (individually and collectively, “Borrower”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Lender”).
Amount Due at Lease Signing or Delivery: Capitalized cost reduction $1,500.00 First monthly payment $ 871.88 Refundable security deposit $ N/A Title fees $ 36.00 Registration fees $ 126.75 Sales/use tax $ N/A Total $2,534.63 How the Amount Due at...Automobile Lease Agreement • February 27th, 2003 • World Health Alternatives Inc
REGISTRATION RIGHTS AGREEMENT BETWEEN WORLD HEALTH ALTERNATIVES, INC. AND CERTAIN INVESTORS (AS LISTED ON SCHEDULE A) DATED JANUARY 22, 2004Registration Rights Agreement • February 4th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of January 2004 by and among World Health Alternatives, Inc., a corporation organized and existing under the laws of the State of Florida (“WHAI” or the “Company”) and certain investors (hereinafter referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement.
INDEMNIFICATION AGREEMENT FOR WORLD HEALTH ALTERNATIVES, INC. OFFICERS, DIRECTORS AND EMPLOYEESIndemnification Agreement • September 2nd, 2005 • World Health Alternatives Inc • Services-help supply services • Florida
This Indemnification Agreement (this “AGREEMENT”) is entered into as of the 23rd day of August, 2005, by and between World Health Alternatives, Inc. and its subsidiaries (collectively, the “Company”) and the officer, director or employee of the Company identified on the signature page hereto (the “INDEMNITEE”).
Exhibit 10.2 Agreement with Tommi Ferguson AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of this 5th day of March, 2002, between World Health Alternatives, Inc., a Florida Corporation with its principal offices located at...Consulting Agreement • April 26th, 2002 • World Health Alternatives Inc • Pennsylvania
Exhibit 10.1 Agreement with Barry Gewin CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of this 5th day of March, 2002, between World Health Alternatives, Inc., a Florida Corporation with its principal offices...Consulting Agreement • April 26th, 2002 • World Health Alternatives Inc • Pennsylvania
AGREEMENTService Agreement • February 27th, 2003 • World Health Alternatives Inc • Pennsylvania
PLEDGE AGREEMENTPledge Agreement • June 3rd, 2004 • World Health Alternatives Inc • Services-help supply services • California
In consideration of the financial accommodations given or to be given by Eric Allison, Gloria Valdovino and David Laird (hereinafter referred to collectively as “Creditors”), the undersigned, World Health Alternatives, Inc., a Florida corporation (hereinafter referred to as “Debtor”), hereby agrees as follows:
SENIOR CONVERTIBLE DEBENTURE DUE AUGUST 17, 2008Securities Agreement • August 24th, 2005 • World Health Alternatives Inc • Services-help supply services
THIS DEBENTURE is one of a series of duly authorized and issued Senior Convertible Debentures of World Health Alternatives, Inc., a Florida corporation, having a principal place of business at 777 Penn Center Blvd., Suite 111, Pittsburgh, PA 15235 (the “Company”), designated as its Senior Convertible Debenture, due August 17, 2008 (the “Debentures”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July , 2004 by and among World Health Alternatives, Inc., a Florida corporation (the “Company”), and Persons identified on the Schedule of Holders (the “Holders”) attached hereto as Exhibit A (the “Schedule of Holders”).
Exhibit 10.8 Agreement with McGrow Consulting Page One FRANCHISE DEVELOPMENT PROPOSAL This proposal outlines the services, documents, and support to be provided by McGROW® CONSULTING for the initial development of your franchise system. We will...Franchise Agreement • February 27th, 2003 • World Health Alternatives Inc
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2005 • World Health Alternatives Inc • Services-help supply services
This indemnity is made part of an agreement, dated September 1, 2005 (which together with any renewals, modifications or extensions thereof, is herein referred to as the “Agreement”) by and between Alvarez & Marsal, LLC (“A&M”) and World Health Alternatives, Inc. (the “Company”), for services to be rendered to the Company by A&M.
ARTICLE 1 ---------- SHARE EXCHANGE TRANSACTION --------------------------Share Exchange Agreement • January 6th, 2003 • World Health Alternatives Inc • Pennsylvania
September 1, 2005 Board of Directors World Health Alternatives, Inc. Pittsburgh, PA 15235 Members of the Board of Directors:Engagement Agreement • September 13th, 2005 • World Health Alternatives Inc • Services-help supply services
This letter confirms and sets forth the terms and conditions of the engagement between Alvarez & Marsal, LLC (“A&M”) and World Health Alternatives, Inc. (the “Company”), including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties below and receipt of the retainer described below, this letter will constitute an agreement between the Company and A&M.
AMENDMENT NUMBER ONE TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 3rd, 2004 • World Health Alternatives Inc • Services-help supply services
This Amendment Number One (the “Amendment”) to that certain Stock Purchase Agreement (the “Agreement”), entered into as of April 30, 2004, by and among Pulse Healthcare Staffing, Inc., a California corporation (the “Company”), Eric Allison, individually and in his capacity as the Seller Representative (“Mr. Allison”), the Persons listed on the Shareholders Schedule attached to the Agreement as Exhibit A (the “Shareholders Schedule”) (collectively referred to herein as “Non-Management Shareholders” and, together with Mr. Allison, sometimes individually referred to as a “Seller” and collectively as the “Sellers”), and World Health Alternatives, Inc., a Florida corporation (“Buyer”) is made and entered into as of May 19, 2004 by and among the Company, Sellers and Buyer.
FIRST AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • November 8th, 2005 • World Health Alternatives Inc • Services-help supply services
This First Amendment to Amended and Restated Forbearance and Modification Agreement (this “Amendment”) is made as of November 2, 2005 by and among World Health Alternatives, Inc., a Florida corporation (“World Health”), Better Solutions, Inc., a Pennsylvania corporation (“BSI”), JC Nationwide, Inc. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation (“JC”), MedTech Medical Staffing of New England, Inc., a Delaware corporation (“MedTech Medical”), MedTech Franchising, Inc., a Delaware corporation (“MedTech Franchising”), World Health Staffing, Inc., a California corporation (“World Health California”), World Health Staffing, Inc. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (“World Health Delaware”; World Health, BSI, JC, MedTech Medical, MedTech Franchising, World Health California and World Health Delaware are referred to herein individually and collectively, as “Borrower”), and CapitalSource Finance LLC, a Delaware limited liabili
SECOND AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • November 14th, 2005 • World Health Alternatives Inc • Services-help supply services
This Second Amendment to Amended and Restated Forbearance and Modification Agreement (this “Amendment”) is made as of November 4, 2005 by and among World Health Alternatives, Inc., a Florida corporation (“World Health”), Better Solutions, Inc., a Pennsylvania corporation (“BSI”), JC Nationwide, Inc. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation (“JC”), MedTech Medical Staffing of New England, Inc., a Delaware corporation (“MedTech Medical”), MedTech Franchising, Inc., a Delaware corporation (“MedTech Franchising”), World Health Staffing, Inc., a California corporation (“World Health California”), World Health Staffing, Inc. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (“World Health Delaware”; World Health, BSI, JC, MedTech Medical, MedTech Franchising, World Health California and World Health Delaware are referred to herein individually and collectively, as “Borrower”), and CapitalSource Finance LLC, a Delaware limited liabil
Exhibit 10.9 Agreement with PNC BANK PROMISSORY NOTE Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $250,000.00 01-08-2003 01-08-2005 L76 11501 References in the shaded area are for Lender's use only and do not limit the...Promissory Note • February 27th, 2003 • World Health Alternatives Inc
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
STOCK PURCHASE AGREEMENT BETWEEN WORLD HEALTH ALTERNATIVES, INC. AND CERTAIN INVESTORS (AS LISTED ON SCHEDULE A) DATED JANUARY 22, 2004Stock Purchase Agreement • February 4th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of January 2004, by and among World Health Alternatives, Inc., a corporation organized and existing under the laws of the State of Florida (“WHAI” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor).
