REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Massachusetts
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2012, by and between AquaLiv Technologies, Inc. a Nevada corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada
THIS SECURITY AGREEMENT (“Agreement”) is made as of this April 27, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).
ContractMerger Agreement • April 21st, 2021 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties
On June 14, 2019, Healthcare Solutions Management Group, Inc., a Delaware corporation, and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“we,” “us, “our” or the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of April 27, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Buyer”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of this 27th day of April, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Pledgor”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).
ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENTAssignment and Assumption and Management Agreement • November 14th, 2007 • Infrared Systems International • Nevada
This Assignment and Assumption and Management Agreement (this “Agreement”) is made and entered into on July 10, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): Advance Technologies, Inc., a Nevada corporation (the “Company”), Infrared Systems International, Inc., a Nevada corporation (the “Subsidiary”) and Gary Ball (the “Manager”).
DRAWDOWN EQUITY FINANCING AGREEMENTDrawdown Equity Financing Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Massachusetts
THIS AGREEMENT is dated as of April 27, 2012 (this “Agreement”) and is between Auctus Private Equity Fund, LLC, a Massachusetts corporation (the “Investor”), and AquaLiv Technologies, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
GUARANTY AGREEMENTGuaranty Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada
THIS GUARANTY AGREEMENT is dated as of April 27, 2012 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by FOCUS SYSTEMS, INC., a Washington corporation (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”).
VERITY CORP. SECURITY AGREEMENT-WATERSecurity Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
THIS VERITY CORP. SECURITY AGREEMENT-WATER is dated as of May 16, 2014 and Verity Corp., a Nevada corporation, (“Grantor”), and DUANE SPADER (the “Lender”).
VERITY CORP. GUARANTY-WATERGuaranty Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
THIS VERITY CORP. GUARANTY-WATER is dated as of May 16, 2014, and made by Verity Corp., a Nevada corporation, of 47184 258th St., Sioux Falls, SD 57107 (“Guarantor”) in favor of Duane Spader, of 1100 E. 64th St. North, Sioux Falls, SD 57104 (“Lender”).
ACQUISITION AGREEMENTAcquisition Agreement • December 20th, 2010 • Infrared Systems International • Measuring & controlling devices, nec
This Acquisition Agreement (“Agreement”) made on this 30th day of November , 2010, by and among Infrared Systems International, a public corporation organized under the laws of Nevada (the "Company" or “Buyer”), with its principal place of business at 4550 NW Newberry Hill Road, Suite 202, Silverdale, Washington 98383, and AquaLiv, Inc. (“ACQUIRED COMPANY”), a corporation organized under the laws of Washington State, with its principal place of business at 8294 28th Ct. NE, Suite 500, Lacey, WA 98516, and Craig Hoffman (Seller), an individual, located at 8294 28th Ct. NE, Suite 500, Lacey, WA 98516.
SHARE PURCHASE AND MERGER AGREEMENT BY AND AMONG ADVANCE TECHNOLOGIES INC. SXAN ACQUISITION CORP. AND AMERICAN SXAN BIOTECH, INC. DATED AS OF MAY 24, 2007Share Purchase and Merger Agreement • November 14th, 2007 • Infrared Systems International • Nevada
TERMINATION AGREEMENTTermination Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
This TERMINATION AGREEMENT is made and entered into as of this 16 day of May, 2014, by and between SED, L.L.C., a South Dakota limited liability company, of 1100 E. 64th St. North, Sioux Falls, SD 57104, hereinafter referred to as “Seller”, and Verity Farms, L.L.C., a South Dakota limited liability company, of 47184 258th St., Sioux Falls, SD 57107, hereinafter referred to as “Buyer.”
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 8th, 2013 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada
This Share Exchange Agreement (the “Agreement”) dated as of December 31, 2012 by and among AquaLiv Technologies, Inc., a corporation formed under the laws of the State of Nevada (“AQLV” or “Purchaser”), Verity Farms II, Inc. (Parent company of wholly owned subsidiary Verity Farms, LLC), a corporation formed under the laws of the State of South Dakota (“VERITY SUB”), AquaLiv, Inc. a corporation formed under the laws of the State of Washington (“AQUALIV SUB”), and Focus Systems, Inc. (“FOCUS”), a corporation formed under the laws of the State of Washington. Each of AQLV, VERITY SUB, AQUALIV SUB, and FOCUS is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”
Agreement re Operating Subsidiary DividendOperating Subsidiary Dividend Agreement • March 26th, 2008 • Infrared Systems International • Measuring & controlling devices, nec
The undersigned investor (“Investor”), in partial consideration for the issuance of Common Stock of China Sxan Biotech, Inc. (“CSBI”) by CSBI to Investor, hereby covenants and agrees as follows:
ContractManagement and Distribution Agreement • August 1st, 2011 • Infrared Systems International • Measuring & controlling devices, nec
Separation, Release of Claims, and Non-Disclosure AgreementSeparation, Release of Claims, and Non-Disclosure Agreement • February 14th, 2023 • Healthcare Solutions Management Group, Inc. • Services-offices & clinics of doctors of medicine • New York
This Separation Release of Claims and Non-Disclosure Agreement (“Agreement”) is entered into by and between Healthcare Solutions Holdings Group Inc (the “Employer”), on behalf of itself, its parent(s), subsidiaries, and other corporate affiliates, and employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities, including but not limited to Josh Constantin, Jonathan Loutzenheiser, and Stuart McMahen (collectively referred to as the “Employer Group”), and Justin Smith the Chief Financial Officer and Interim Chief Executive Officer (the “Executive”), residing at 1346 Iroquois Avenue, Mayfield Heights, Ohio 44124 (the Employer and the Executive are collectively referred to as the “Parties”). As of February 9, 2023 (the “Execution Date”), the Executive has been terminated and is no longer entitled to any benefit of his employment, however this does not relieve him of his fiduciary duty owed to the company and its shareholders.
MERGER AGREEMENT BY AND AMONG HEALTHCARE SOLUTIONS MANAGEMENT GROUP, INC., VERITY MERGER CORP. AND HEALTHCARE SOLUTIONS HOLDINGS, INC. DATED AS OF JUNE 14, 2019Merger Agreement • June 20th, 2019 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties • Delaware
ASSIGNMENT OF AMENDED AND RESTATED CONTRACT FOR DEED AS COLLATERALAssignment of Contract for Deed • January 8th, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
THIS ASSIGNMENT OF AMENDED AND RESTATED CONTRACT FOR DEED (sometimes hereinafter referred to as the “Assignment”) is made and entered into as of this 3rd day of January, 2014, by and between Verity Farms, L.L.C., of 47184 258th St., Sioux Falls, Minnehaha County, South Dakota, hereinafter referred to as “Borrower,” and Duane Spader, of 1100 E. 64th St. North, Sioux Falls, Minnehaha County, South Dakota, hereinafter referred to as “Lender”;
AMENDMENT NO. 2 to MERGER AGREEMENTMerger Agreement • November 10th, 2020 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties • Delaware
This Amendment No. 2 to Merger Agreement (this “Amendment”), dated as of November 5, 2020 (the “Amendment Date”), is entered into by and among (i) Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“HSMG”), (ii) Verity Merger Corp., a Delaware corporation and a wholly owned subsidiary of HSMG (“Merger Sub”) and (iii) Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). HSMG, Merger Sub and HSH may be collectively referred to herein as the “Parties” and individually as a “Party.”
MUTUAL RESCISSION OF NOTE CONVERSION(S) AND REINSTATEMENT OF DEBT AGREEMENTMutual Rescission of Note Conversion(s) and Reinstatement of Debt Agreement • July 25th, 2013 • Verity Corp. • Refrigeration & service industry machinery • Nevada
This Mutual Rescission of Note Conversion(s) and Reinstatement of Debt Agreement (the “Rescission Agreement” or “Agreement”) is entered into effective this 23rd day of July, 2013 by and between Verity Corp (f/k/a AquaLiv Technologies, Inc.), a Nevada corporation (“Verity”), Silverdale Partners, LP, a Washington state limited partnership (“Silverdale”), Old Sawmill Partners, LLC, a Washington state limited liability company (“Old Sawmill”), Amboy Equities, Inc., a New York corporation (“Amboy”), Fide Management, Inc., a New York corporation (“Fide”), and Virtu Consulting Services, Inc., a New York corporation (“Virtu”). Each of Verity, Silverdale, Old Sawmill, Amboy, Fide, and Virtu shall be referred to as a “Party” and collectively as the “Parties.”
Agreement re Operating Subsidiary DividendOperating Subsidiary Dividend Agreement • November 14th, 2007 • Infrared Systems International
The undersigned investor (“Investor”), being a party to the Share Purchase and Merger Agreement dated May 24, 2007 by and among Advance Technologies, Inc. (the “Corporation”), American SXAN Biotech, Inc. and others (the “Merger Agreement”), hereby states and agrees as follows:
AMENDMENT NO. 3 TO MERGER AGREEMENTMerger Agreement • February 22nd, 2021 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties • Delaware
This Amendment No. 3 to Merger Agreement (this “Amendment”), dated as of February 16, 2021 (the “Amendment Date”), is entered into by and among (i) Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“HSMG”), (ii) Verity Merger Corp., a Delaware corporation and a wholly owned subsidiary of HSMG (“Merger Sub”) and (iii) Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). HSMG, Merger Sub and HSH may be collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDMENT NO. 1 to MERGER AGREEMENTMerger Agreement • August 28th, 2020 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties • Delaware
This Amendment No. 1 to Merger Agreement (this “Amendment”), dated as of August 25, 2020 (the “Amendment Date”), is entered into by and among (i) Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“HSMG”), (ii) Verity Merger Corp., a Delaware corporation and a wholly owned subsidiary of HSMG (“Merger Sub”) and (iii) Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). HSMG, Merger Sub and HSH may be collectively referred to herein as the “Parties” and individually as a “Party.”
AMBULATORY SURGERY CENTER DEVELOPMENT AGREEMENTAmbulatory Surgery Center Development Agreement • December 2nd, 2021 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties • Delaware
THIS AMBULATORY SURGERY CENTER DEVELOPMENT AGREEMENT (this “Agreement”) is entered as of November 26, 2021 (the “Effective Date”), by and between HSH Surgical, Inc. (“Tenant”) a wholly owned subsidiary of Healthcare Solutions Holdings, Inc. and its parent company Healthcare Solutions Management Group, Inc. (“HSMG”), each a Delaware corporation and Jameson, LLC DBA American Development Partners, a Tennessee limited liability company (together with its subsidiaries, related parties, successors-in-interests, and affiliates, “Developer”). Tenant and Developer may be referred to herein separately as a “Party” and together as the “Parties.”
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery
This CHANGE IN TERMS AGREEMENT is made and entered into as of this 16th day of May, 2014 between Verity Farms, L.L.C., a South Dakota limited liability company, of 47184 258th St., Sioux Falls, SD 57107, (“Borrower”) and Duane Spader, an individual, of 1100 E. 64th St. North, Sioux Falls, SD 57104 (“Lender”).
AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
THIS AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT is dated as of May 14, 2014 and made by and among the Persons listed on the signature pages hereof (collectively, the “Grantors”), and DUANE SPADER (the “Lender”).
SHARE PURCHASE AND MERGER AGREEMENT by and among Advance Technologies Inc. SXAN Acquisition Corp. and American SXAN Biotech, Inc. Dated as of May 24, 2007 SHARE PURCHASE AND MERGER AGREEMENTShare Purchase and Merger Agreement • March 26th, 2008 • Infrared Systems International • Measuring & controlling devices, nec • Nevada
Share Purchase and Merger Agreement (the “Agreement”) dated as of May 24, 2007 by and among Advance Technologies Inc., a corporation formed under the laws of the State of Nevada (“AVTX”), SXAN Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of AVTX (the “Merger Sub”), American SXAN Biotech, Inc., a corporation formed under the laws of the State of Delaware (“SXAN”), the individual who is identified on the signature pages of this Agreement as the Investor (“Investor”), and Gary Ball and Wendy Ball (the “Principal Shareholders”). Each of AVTX, the Merger Sub, SXAN and each of the Investors or the Principal Shareholders is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY is dated as of May 14, 2014, and made by the Persons listed on the signature pages hereof (such Persons so listed being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of Duane Spader (“Lender”).
Addendum License AgreementLicense Agreement • May 8th, 2008 • Infrared Systems International • Measuring & controlling devices, nec
VERITY CORP. GUARANTY-VERITY FARMSGuaranty Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
THIS VERITY CORP. GUARANTY-VERITY FARMS is dated as of May 16, 2014, and made by Verity Corp., a Nevada corporation, of 47184 258th St., Sioux Falls, SD 57107 (“Guarantor”) in favor of Duane Spader (“Lender”).
TERMINATION AGREEMENTTermination Agreement • May 23rd, 2014 • Verity Corp. • Refrigeration & service industry machinery • South Dakota
This TERMINATION AGREEMENT is made and entered into as of this 16 day of May, 2014, by and between Spader, Inc., a South Dakota corporation, of 1601 E. Robur Dr., Sioux Falls, SD 57104, hereinafter referred to as “Seller”, and Verity Farms, LLC, a South Dakota limited liability company, of 47184 258th St., Sioux Falls, SD 57107, hereinafter referred to as “Buyer.”
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • March 21st, 2023 • Healthcare Solutions Management Group, Inc. • Services-offices & clinics of doctors of medicine • New York
This Confidential Settlement Agreement and Release (this “Agreement”) is entered into as of March 15th, 2023 by and between (a) Jonathan Loutzenhiser the EXECUTIVE and (b) Healthcare Solution Holdings, Inc., a Delaware Corporation (the “EMPLOYER”), on behalf of itself, its parents, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents , individually and in their official capacities (collectively referred to as the “EMPLOYER GROUP”). Collectively, the EXECUTIVE and EMPLOYER shall be referred to as the “Parties”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 30th, 2010 • Infrared Systems International • Measuring & controlling devices, nec • Nevada
Share Purchase Agreement (the “Agreement”) dated as of March 24, 2010 by and among Infrared Systems International, a corporation formed under the laws of the State of Nevada (“IFRS”), Take Flight Equities, Inc., a corporation formed under the laws of the State of Washington (“Purchaser”), Propalms, Inc. a corporation formed under the laws of the State of Nevada (“Propalms”), William M. Wright III, an individual (“Wright”), and Gary E. Ball, an individual (“Ball”). Each of IFRS, Propalms, Wright and Ball is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”
TERMINATION AGREEMENTTermination Agreement • January 17th, 2013 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Massachusetts
This Termination Agreement (this “Agreement”) is entered into as of this 11th day of January, 2013, by and between AquaLiv Technologies, Inc., a Nevada corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”). The Investor and the Company are collectively referred to herein as the “Parties,” or each of them individually as a “Party.”
