SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 8, 2013, between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT first choice healthcare solutions, inc.First Choice Healthcare Solutions, Inc. • November 14th, 2013 • Services-management services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HILLAIR CAPITAL INVESTMENTS L.P. or its assigns (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), up to 2,320,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2011 • Medical Billing Assistance, Inc. • Services-management services • New York
Medical Billing Assistance Inc., a Colorado corporation, with its principal office at 709 South Harbor City Boulevard, Suite 250, Melbourne, FL 32901 (hereinafter referred to as the “Company”),
SECURITY AGREEMENTSecurity Agreement • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
This SECURITY AGREEMENT, dated as of November 8, 2013 (this “Agreement”), is among First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due December 28, 2013, in the original aggregate principal amount of $2,320,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
INVESTMENT AGREEMENTInvestment Agreement • February 1st, 2011 • Medical Billing Assistance, Inc. • Services-management services • New York
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to seven million dollars ($7,000,000) to purchase the Company's Common Stock, at $0.001 par value per share (the "Common Stock"); and
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 14th, 2013 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
SUBSIDIARY GUARANTEE, dated as of November 8, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and the Purchasers.
UNITS, COMPRISED OF SHARES OF COMMON STOCK AND WARRANTS OF FIRST CHOICE HEALTHCARE SOLUTIONS, INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
The undersigned, First Choice Healthcare Solutions, Incorporated, a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of First Choice Healthcare Solutions, Incorporated (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Laidlaw & Company (UK) Ltd. is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
LOAN AGREEMENT Dated as of August 12, 2011 Between MARINA TOWERS, LLC, as Borrower and GUGGENHEIM LIFE AND ANNUITY COMPANY, as LenderLoan Agreement • August 22nd, 2011 • Medical Billing Assistance, Inc. • Services-management services • New York
THIS LOAN AGREEMENT, dated as of August 12, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company, having an address at 10689 N. Pennsylvania Street, Suite 200, Indianapolis, Indiana 46280 (“Lender”), and MARINA TOWERS, LLC, a Florida limited liability company, having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901 (“Borrower”).
FIRST CHOICE HEALTHCARE SOLUTIONS, INC. Indemnification AgreementIndemnification Agreement • May 1st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of April ___, 2014 by and between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2013, by and between FIRST CHOICE HEALTHCARE SOLUTIONS, INC., a Delaware corporation, with headquarters located at 709 South Harbor City Boulevard - Suite 250, Melbourne, FL 32901 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE december 28, 2013First Choice Healthcare Solutions, Inc. • November 14th, 2013 • Services-management services • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Secured Convertible Debentures of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901, designated as its 8% Original Issue Discount Secured Convertible Debenture due December 28, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
LEASE between GMR MELBOURNE, LLC, a Delaware limited liability company as Landlord AND Marina Towers, LLC, a Florida limited liability company as Tenant Dated as of March __, 2016Lease • April 4th, 2016 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories
THIS LEASE (“Lease”) is dated as of March __, 2016, and is by and between GMR MELBOURNE, LLC, a Delaware limited liability company (“Landlord”), and Marina Towers, LLC , a Florida limited liability company (“Tenant”), on the other hand.
GUARANTY AGREEMENTGuaranty Agreement • August 22nd, 2011 • Medical Billing Assistance, Inc. • Services-management services
THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of August 12, 2011, by CHRISTIAN C. ROMANDETTI, having an address at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901 (whether one or more collectively referred to as “Guarantor”), for the benefit of GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company, having an address at 10689 N. Pennsylvania Street, Suite 200, Indianapolis, Indiana 46280 (together with its successors and/or assigns, “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2024 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of March 1, 2021 by and between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and Mr. Lance Friedman (“Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 13th, 2024 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of the 20th day of July, by and among First Choice Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware, with an address at 95 Bulldog Blvd., Suite 202, Melbourne, Florida 32901 (the “Buyer”), and GARY C. BERNARD, MD an individual residing in St. Johns County, Florida (“Bernard”) (Bernard is individually referred to as a “Seller”) (the Buyer and Seller is sometimes referred to as a “Party” and collectively referred to as the “Parties”).
Registration Rights AgreementRegistration Rights Agreement • February 13th, 2012 • Medical Billing Assistance, Inc. • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) by and between Medical Billing Assistance, Inc., a Colorado corporation (the “Issuer”), and Medtrx Provider Network, LLC, a Delaware limited liability company (“MedTRX”), is for services rendered between June 6, 2011 and December 23, 2011, subject to inspection and approval by MedTRX by February 2, 2012 (the “Effective Date”).
COMMON STOCK PURCHASE OPTION FIRST CHOICE HEALTHCARE SOLUTIONS, INC.First Choice Healthcare Solutions, Inc. • April 14th, 2016 • Services-medical laboratories
THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, ____________________ or its assigns (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 on which the Holder satisfies the performance conditions set forth in Section 1(c), (the “Initial Exercise Date”) and on or prior to the close of business on April 30, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from FIRST CHOICE HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Option shall be equal to the Exercise Price, as defined in Section 1(b).
MEMBERSHIP INTEREST PURCHASE CLOSING AGREEMENTMembership Interest Purchase Closing Agreement • April 9th, 2012 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida
THIS MEMBERSHIP INTEREST PURCHASE CLOSING AGREEMENT (this "Agreement") is made and entered into effective this 2nd day of April, 2012 (the "Effective Date"), by and between ANTHONY LOMBARDO, M.D. ("Seller"), FCID MEDICAL, INC., a Florida corporation ("Buyer"), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company authorized to do business in Florida (the "Company").
FORM OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into effective this 28th day of August 2013 by and between __________ a New York corporation ("Seller"), and First Choice Healthcare Solutions Inc., a Delaware corporation authorized to do business in Florida (the "Buyer").
AGREEMENT TO MODIFY LOAN AND SECURITY AGREEMENT DATED JUNE 13, 2013Agreement to Modify Loan and Security Agreement • December 18th, 2015 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories
WHEREAS, CT Capital, LTD ("CT") entered into the Loan and Security Agreement, dated June 13, 2013, with First Choice Medical Group of Brevard, LLC ("FCMG") pursuant to which CT made a loan available to FCMG with a maturity date of December 31, 2016 (the "Loan");
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 8th, 2018 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Florida
This Membership Interest Purchase Agreement (this “Agreement”) is dated January 31, 2018, but made effective as of January 1, 2018 (the “Effective Date”), is by and between HMA BLUE CHIP INVESTMENTS, LLC, a Delaware limited liability company (the “Seller”) and CCSC HOLDINGS, INC., a Florida corporation (the “Purchaser”). The Seller and Purchaser are sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services
THIS AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of the 28th of August, 2013, by and among MTI Capital, LLC, a Delaware limited liability company (“Lender”) and First Choice Healthcare Solutions, Inc., a Delaware corporation (“Borrower”).
LICENSE AGREEMENTLicense Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida
This AGREEMENT, made as of August 28, 2013 by and between Donald Bittar., having a place of business at 1675 Saladino Street, Palm Bay, FL 32909 (hereinafter "Bittar"); and First Choice Healthcare Solutions, Inc., having an office at 709 S. Harbor City Blvd, Suite 250, Melbourne Florida 32901, United States (hereinafter "FCHS")
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida
THIS LOAN AND SECURITY AGREEMENT, dated as of June 13, 2013, is entered into between CT CAPITAL, LTD., d/b/a CT Capital, LP, a Florida limited partnership with its principal place of business at 6300 NE 1st Avenue, Suite 201, Fort Lauderdale, FL 33334 ("Capital" or “Lender”), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company, with its principal place of business and chief executive office at 709 South Harbor City Blvd., Suite 100, Melbourne, FL 32901("Borrower").
REGISTRATION RIGHTS AGREEMENT AMENDMENTRegistration Rights Agreement • May 5th, 2011 • Medical Billing Assistance, Inc. • Services-management services
THIS AMENDMENT, dated May 5, 2011, is hereby being made to the REGISTRATION RIGHTS AGREEMENT (“the RR Agreement”) entered into on or about January 26, 2011 by and between
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 9th, 2012 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida
This MANAGEMENT SERVICES AGREEMENT is made and entered into as of the 5th day of October, 2011, and shall be effective November 1, 2011, by and between FCID MEDICAL, INC., INC., a Florida corporation ("Manager"), and FIRST CHOICE MEDICAL GROUP OF BREVARD, LLC, a Delaware limited liability company authorized to do business in Florida ("Practice").
MTI CAPITAL LLC Agreement (May 1, 2013)First Choice Healthcare Solutions, Inc. • March 31st, 2014 • Services-management services
This loan commitment as of May 1, 2013 from MTI Capital LLC to First Choice Healthcare Solutions, Inc. shall be binding, provided final ALL required documents from the lender are executed within 30 days.
AGREEMENT TO MODIFY LOAN INTEREST RATE AND CONSENT TO FCHS SECURED DEBT ISSUANCEFirst Choice Healthcare Solutions, Inc. • March 31st, 2014 • Services-management services
WHEREAS, CT Capital LTD (“CT”) entered into the Loan and Security Agreement, dated June 13, 2013, with First Choice Medical Group of Brevard, LLC (“FCMG”), pursuant to which CT made a loan available to FCMG with a maturity date of December 31, 2016 (the “Loan”);
FLORIDA CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE DOCUMENTARY STAMP TAXES HAVE BEEN PAID UPON THE RECORDING OF THE MORTGAGE SECURING THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTEMedical Billing Assistance, Inc. • August 22nd, 2011 • Services-management services
THIS CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE (the “Note”) is made and entered into as of the 12th day of August, 2011, by and between MARINA TOWERS, LLC, a Florida limited liability company, as maker, having its principal place of business at 709 S. Harbor City Boulevard, Suite 250, Melbourne, Florida 32901 (“Borrower”) and GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware life insurance company, having an address at 10689 N. Pennsylvania Street, Suite 200, Indianapolis, Indiana 46280 (together with its successors and/or assigns, “Lender”).
EXCHANGE AGREEMENTRegistration Rights Agreement • September 9th, 2024 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Florida
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of JULY 8, 2024, is made by and between First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and ________________________ (the “Holder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 2nd, 2018 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Delaware
This STOCK PURCHASE AGREEMENT, dated as of February 6, 2018, is by and between FIRST CHOICE HEALTHCARE SOLUTIONS, INC., a Delaware corporation with its principal offices at 709 South Harbor City Boulevard, Suite 530, Melbourne, FL 32901 (the “Company”), and STEWARD HEALTH CARE SYSTEM LLC, a Delaware limited liability company with its principal offices at 111 Huntington Avenue, Suite 1800, Boston, MA 02199 (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • Florida
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 30th day of March, 2014, with an effective date of January 1, 2014 by and between First Choice Healthcare Solutions, Inc., a Delaware corporation with offices at Marina Towers, Melbourne, Florida (the “Corporation”), and Christian (“Chris”) Romandetti, an individual residing in Indialantic, Florida (the “Executive”), under the following circumstances:
ASSET PURCHASE AGREEMENT BETWEEN FIRST CHOICE HEALTHCARE SOLUTIONS, INC. (“BUYER”) AND Leading Primary Care. LLC (THE “COMPANY”) DATED JANUARY 25, 2024 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 13th, 2024 • First Choice Healthcare Solutions, Inc. • Services-medical laboratories • Delaware
This Asset Purchase Agreement (the “Agreement”) is made as of January 25, 2024 by and among FIRST CHOICE HEALTHCARE SOLUTIONS, INC. (“Buyer”), and Leading Primary Care, LLC. (the “Company”).
FORM OF REPRESENTATIVE’S WARRANT AGREEMENTWarrant Agreement • June 10th, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services • New York
This Warrant (this “Warrant”) is issued pursuant to and in connection with that certain Underwriting Agreement, dated as of ___________, 2014, by and among the Company and the Underwriters named therein, relating to a firm commitment public offering of Units, each Unit comprised of two shares of Common Stock and one warrant to purchase one share of Common Stock, underwritten by the Underwriters. This Warrant is subject to a one-year lock-up period from the date of effectiveness of the registration statement related to this Offering. The terms not otherwise defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
April 30, 2014Securities Purchase Agreement • May 15th, 2014 • First Choice Healthcare Solutions, Inc. • Services-management services
Reference is made to the Securities Purchase Agreement, dated as of November 8, 2013 (the “Securities Purchase Agreement”), between First Choice Healthcare Solutions, Inc. (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). All capitalized but undefined terms herein shall have the meanings ascribed to them in the Securities Purchase Agreement.
