UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • October 25th, 2024 • Polomar Health Services, Inc. • Services-computer processing & data preparation
On June 28, 2024, Trustfeed Corp. (“Trustfeed” or the “Company”) entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 (the “Merger Agreement”) with Polomar Acquisition, L.L.C., a Florida limited liability company and the Company’s wholly owned subsidiary (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) to acquire 100% of the issued and outstanding membership interests of Polomar. The transactions contemplated by the Merger Agreement were consummated on September 30, 2024, and, pursuant to the terms of the Merger Agreement, among other things, all outstanding membership interests of Polomar, or the Polomar Membership Interests, were exchanged for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) based on the exchange ratio of 2,074,141.47 shares of Common Stock for every one percent of Polomar Membership Interests (the “Acquisition”). Accordingly, the Company a
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • July 2nd, 2024 • Trustfeed Corp. • Services-computer processing & data preparation • Florida
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of June 28, 2024 (this “Agreement”), by and among Trustfeed Corp., a Nevada corporation (“Parent”), Polomar Acquisition, L.L.C., a Florida limited liability company (“Merger Sub”) and a wholly owned subsidiary of Parent, and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
CONTRIBUTION AGREEMENTContribution Agreement • May 31st, 2023 • Trustfeed Corp. • Services-computer processing & data preparation • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of September 14, 2021 (the “Effective Date”), by and between Healthmed Services Ltd., a Nevada corporation (“Healthmed Services”) and Fastbase, Inc., a Nevada corporation (“Contributor”).
PROMISSORY NOTE AND LOAN AGREEMENTPromissory Note and Loan Agreement • August 21st, 2024 • Trustfeed Corp. • Services-computer processing & data preparation • New York
FOR VALUE RECEIVED AND IN CONSIDERATION OF THE LOAN, Trustfeed Corp., a Nevada corporation with a principal place of business at 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024 (the “Borrower”), hereby promises to pay to the order of CWR 1, LLC, a Delaware limited liability company with a principal place of business at 450 Page Avenue, Staten Island, NY 10307 (the “Lender”), the principal sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the “Commitment Amount”), or such lesser amount thereof as may be borrowed from the Lender and then outstanding, together with interest thereon from the date of this Promissory Note and Loan Agreement (this “Note”). Interest on any amounts advanced pursuant to this Note (each such amount, an “Advance”) shall accrue and be paid in the manner set forth in Section 4 of this Note. Subject to the provisions of Section 10 hereof, the outstanding principal of, and any and all accrued and unpaid interest with respect to, this Note
KNOW-HOW AND PATENT LICENSE AGREEMENTKnow-How and Patent License Agreement • July 5th, 2024 • Trustfeed Corp. • Services-computer processing & data preparation
This Know-How and Patent License Agreement (this “Agreement”), dated as of June 29, 2024 (the “Effective Date”), is entered into by and between Pinata Holdings Inc., a corporation organized under the laws of the Delaware (“Licensor”), and Trustfeed Corp., a corporation organized under the laws of Nevada (the “Licensee”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 25th, 2024 • Trustfeed Corp. • Services-computer processing & data preparation • New York
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”), effective as of 21st day of March 2024 (“Effective Date”), by and between (a) Trustfeed Corp. (“Trustfeed” or the “Company”), a Nevada corporation having its principal business address at 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024, on the one hand, and Profesco, Inc., a New York corporation (“Profesco”) and Terrence M. Tierney (Tierney” and, sometimes individually or collectively with Profesco, “Executive”), each having its principle business address at 22 Greencroft Avenue, STE 1, Staten Island, NY 10308, on the other hand. It is agreed, acknowledged, and understood by and between Executive and Trustfeed that the scope of work will encompass business advice, as well as written work product, consistent with Tierney’s contemplated role as a senior executive officer of the Company (collectively referred to hereinafter as the “Services”) delivered under this Agreement, as more particularly defined herein (including bu
