SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2013 • Pharmagen, Inc. • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 1, 2013, by and between PHARMAGEN, INC., a Nevada corporation, with headquarters located at 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
This SECURITY AGREEMENT, dated effective as of February 28, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware, whose address is 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
GUARANTY AGREEMENTGuaranty Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining • Nevada
THIS GUARANTY AGREEMENT is dated as of February 28, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender”).
COMMITTED EQUITY FACILITY AGREEMENTCommitted Equity Facility Agreement • December 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 30th day of November, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and SUNPEAKS VENTURES, INC., a Nevada corporation (the “Company”).
CONVERTIBLE PROMISSORY NOTEConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
FOR VALUE RECEIVED, PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., whose address is 9337 Fraser Avenue, Silver Spring, Maryland 20910 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 1404 Rodman Street, Hollywood, Florida 33020, on or before the Maturity Date, the lesser of: (i) Six Hundred Thousand and No/100 United States Dollars (US$600,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured credit facility agreement, dated as of February 28, 2013, executed by and among the Borrower, as borrower, Pharmagen Distribution, LLC, Pharmagen Laboratories, Inc. and Pharmagen Nutriceuticals, Inc., as joint and several guarantors, and the Lender, as lender (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), togethe
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of the 30th day of November, 2012, and made effective as of the “Effective Date” (as defined in the CEF Agreement), by and between SUNPEAKS VENTURES, INC., a Nevada corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”).
ContractSunpeaks Ventures, Inc. • September 18th, 2009 • Alberta
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
TO AMENDED AND RESTATED REVOLVING PROMISSORY NOTEConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
Reference is made to that certain Amended and Restated Revolving Promissory Note, issued by the Borrower in favor of the Lender, as of November 30, 2012 and effective as of December 12, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Promissory Note”), issued pursuant to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Credit Agreement”), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the “Guarantor” and together with Borrower, the “
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement And • May 16th, 2011 • Sunpeaks Ventures, Inc. • Metal mining • California
This Settlement Agreement and General Mutual Release (“Agreement”) is made and entered into as of this 5th day of May, 2010, by and between Sunpeaks Ventures Corp. (“SPKS”) and Blue Lagoon Capital (“Holder”). SPKS and HOLDER are sometimes referred to herein as “Party” or “Parties”.
Pharmagen, Inc. SECURITIES PURCHASE AGREEMENT 2,000,000 shares of Common Stock $0.01 per shareSecurities Purchase Agreement • February 28th, 2014 • Pharmagen, Inc. • Metal mining • Maryland
This Securities Purchase Agreement (this “Agreement”) is entered into on February 24, 2014 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Network Ventures, LLC (the “Purchaser”). The Company and the Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
AGREEMENTAgreement • August 14th, 2012 • Sunpeaks Ventures, Inc. • Metal mining
This agreement (the “Agreement”) dated as of May 2nd, 2012, is by and between Pulse Advertising LLC (“Pulse Advertising”) 1821 Florida Ave NW, Washington, DC 20009, and Healthcare Distribution Specialists (“Sponsor”), 9337 Fraser Avenue, Silver Spring, MD 20910 with respect to advertising placed by Pulse Advertising, on WTOP and CBS Radio, beginning on May 15th, 2012.
SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG SUNPEAKS VENTURES, INC., as Borrower, HEALTHCARE DISTRIBUTION SPECIALISTS LLC, as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender September 30, 2012Guaranty Agreement • November 21st, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of September 30, 2012 (the “Effective Date”), is executed by and among (i) SUNPEAKS VENTURES, INC., a corporation incorporated under the laws of the State of Nevada, as borrower (the “Borrower”), (ii) HEALTHCARE DISTRIBUTION SPECIALISTS LLC, a limited liability company organized and existing under the laws of the State of Delaware, as guarantor (the “Guarantor” and together with Borrower, the “Credit Parties”), and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).
CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENTConsent and Agreement • April 12th, 2013 • Pharmagen, Inc. • Metal mining
Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Credit Agreement”), made by and among (i) Pharmagen Inc., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc., as borrower (the “Borrower”), (ii) Pharmagen Distribution, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Healthcare Distribution Specialists LLC, as guarantor (the “Guarantor” and together with Borrower, the “Credit Parties”), and (iii) TCA Global Credit Master Fund, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement And • February 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • California
This Settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012, by and between, on the one hand, Sunpeaks Ventures, Inc., a Nevada corporation (“Sunpeaks”) and, on the other hand, Carrillo Huettel, LLP (“Attorney”). Sunpeaks and Attorney are sometimes referred to herein as “Party” or “Parties”.
IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENTTransfer Agent Acknowledgement and Agreement • December 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
THIS IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT (as amended, restated and modified from time to time, the “Agreement”) is made and entered into as of this 12th day of December, 2012, by and among SUNPEAKS VENTURES, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), ACTION STOCK TRANSFER CORPORATION (the “Transfer Agent”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender” or “TCA”).
MANAGEMENT AGREEMENTManagement Agreement • February 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
This Management Agreement (the “Agreement”) entered into on February 13, 2012, and made effective as of the 13th day of February, 2012, (the “Effective Date”) by and between Sunpeaks Ventures, Inc., a Nevada corporation (the “Company”) and Mackie Barch (“Mr. Barch”).
SUNPEAKS VENTURES, INC. FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 16th, 2012 • Sunpeaks Ventures, Inc. • Metal mining
This First Amendment to Convertible Promissory Note (this “Amendment”) is entered into this 10th day of May, 2012, by and between Sunpeaks Ventures, Inc., a Nevada corporation (the “Company”) and Lysander Overseas, Inc. (the “Holder”). Each of the Company and the Holder may be referred to as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED ASSET ACQUISITION AGREEMENT BETWEEN AMERISURE PHARMACEUTICALS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND GLOBAL NUTRITIONAL RESEARCH, LLC, A MARYLAND LIMITED LIABILITY COMPANYAsset Acquisition Agreement • July 27th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Delaware
This Amended and Restated Asset Acquisition Agreement (the "Amended Agreement") is made and entered this day of July 2011, by and between AmeriSure Pharmaceuticals, LLC, a Delaware limited liability company ("AmeriSure"), and Global Nutritional Research. LLC, a Maryland limited liability company ("GNR"), and is an amendment to that certain Asset Acquisition Agreement entered into by and between AmeriSure and GNR. AmeriSure and GNR are referred to collectively herein as the “Parties," and individually as a "Party."
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 25th, 2014 • Pharmagen, Inc. • Metal mining • California
This Consulting Services Agreement (this “Agreement”) is made and entered into on March 1, 2014 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company” or “Client”), and Stylinz Industries, Inc., a Wyoming Corporation (the “Consultant”). Each of the Company and the Consultant shall be referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2014 • Pharmagen, Inc. • Metal mining • Maryland
This Employment Agreement (“Agreement”) is entered into effective June 9, 2014, (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Russell Skibsted, an individual (the “Executive”).
Made this 9th day of March, 2011, between Great Spaces, LLC, Landlord, and Amerisure Pharmaceuticals, LLC, Tenant:Sunpeaks Ventures, Inc. • February 17th, 2012 • Metal mining
That the Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the premises located at 9337 Fraser Avenue, Silver Spring, MD, totaling about 2000 square feet of gross floor area. The term of the lease shall be one (I) year, commencing on March 9, 20 II, at a rent of Seventeen Hundred Seventy-Five Dollars ($1,775.00) per month.
ADVERTISING AND PROMOTION AGREEMENTAdvertising and Promotion Agreement • August 14th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Arizona
This Advertising and Promotion Agreement ("Agreement") is entered into as of April ·11, 2012, by and among Healthcare Distribution Specialists ("Sponsor”), New Cardinals Stadium, LLC and Arizona Cardinals Football Club LLC. New Cardinals Stadium, LLC and Arizona Cardinals Football Club LLC are referred to collectively herein as "Team."
ENDORSEMENT AGREEMENTEndorsement Agreement • August 3rd, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Georgia
THIS ENDORSEMENT AGREEMENT (the "Agreement") is dated as of this ____day of ____________, 2012, but made effective as of February 20, 2012 ("Effective Date") between Healthcare Distribution Specialists LLC ("HDS"), a Delaware corporation, and Paul Silas ("Celebrity), an individual.
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement And • February 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
This Settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012, by and between, on the one hand, Sunpeaks Ventures, Inc., a Nevada corporation (“Sunpeaks”) and, on the other hand, Scott Beaudette (“Holder”). Sunpeaks and Holder are sometimes referred to herein as “Party” or “Parties”.
VALIDITY GUARANTYGuaranty • April 12th, 2013 • Pharmagen, Inc. • Metal mining
This Validity Guaranty, dated as February 28, 2013 (as amended, restated or modified from time to time, the “Validity Guaranty”), is made by MACKIE BARCH (the “Guarantor”), for the benefit of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 17th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
This Share Exchange Agreement, dated as of February 13, 2012 (this “Agreement”) by and among Healthcare Distribution Specialists LLC, a Delaware limited liability company (“HDS”), Mackie Barch, the sole managing member of HDS (the “HDS Managing Member”), Sunpeaks Ventures, Inc., a Nevada corporation (“SNPK”), and Scott Beaudette, the majority stockholder of SNPK (the “SNPK Controlling Stockholder”).
Telephone: (_____) ________________ Facsimile: (_____) _________________ Attorney for TCA Global Credit Master Fund, LPPharmagen, Inc. • April 12th, 2013 • Metal mining
TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Island limited partnership, Plaintiff, vs. PHARMAGEN, INC., a Nevada corporation, and PHARMAGEN DISTRIBUTION, LLC, a Delaware limited liability company, PHARMAGEN LABORATORIES, INC., a New York corporation, and PHARMAGEN NUTRICEUTICALS, INC., a Delaware corporation Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) JUDGMENT BY CONFESSION Case No._____________________________ Judge_______________________________
WALGREEN CO. GENERAL TRADE AND ELECTRONIC DATA INTERCHANGE AGREEMENT SIGNATURE PAGETerms and Conditions • January 3rd, 2013 • Sunpeaks Ventures, Inc. • Metal mining • Illinois
THIS WALGREEN CO. GENERAL TRADE AND ELECTRONIC DATA INTERCHANGE AGREEMENT (“Agreement”), together with all attachments and exhibits attached hereto, by and between Walgreen and Vendor sets forth the terms and conditions under which the parties agree to facilitate their purchase and sale transactions. The terms and conditions contained herein shall apply to all merchandise, excluding pharmaceutical drug products, over the counter drugs/medicines and alcoholic beverages, sold by Vendor, directly or indirectly through its distributors, to Walgreen. Terms used herein and not otherwise defined shall have the meaning given them in the Uniform Commercial Code as in effect in the State of Illinois (the “UCC”). In consideration of the premises and other good and valuable consideration, the parties agree as follows:
ContractConsent and Agreement • March 21st, 2014 • Pharmagen, Inc. • Metal mining • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
AGREEMENTAgreement • July 27th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Virginia
This Agreement (this "Agreement") is made and entered into as of the date signed by the last party to sign below (the "Effective Date"), by and between National Community Pharmacists Association ("NCPA"), with its principal address at 100 Daingerfield Road, Alexandria, Virginia 22314 and Global Nutritional Research, LLC, a Maryland limited liability company with an office located at 10305 Armory Avenue, Kensington, Maryland 20895 ("GNR"). NCPA and GNR are sometimes hereinafter referred to, individually, as a “Party” or collectively as the "Parties".
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement and Stipulation • September 10th, 2013 • Pharmagen, Inc. • Metal mining • Florida
THIS SETTLEMENT AGREEMENT and Stipulation dated as of _________, 2013 by and between Pharmagen, Inc. (“Pharmagen” or the “Company”), a corporation formed under the laws of the State of Nevada, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company.
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement and General Mutual Release • July 27th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
This settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012, by and between, on the one hand, Sunpeaks Ventures, Inc. a Nevada corporation (“Sunpeaks”) and, on the other hand, Whetu, Inc. (“Holder”). Sunpeaks and Holder are sometimes referred to herein as “Party” or “Parties”.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • December 19th, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Maryland
This Agreement is made and delivered by me, Robert Giuliano (“me” or “I”), as an employee of the Bryce Rx Laboratories, Inc., (“Company”). This Agreement is effective on the date I sign it. I understand that this Agreement applies throughout my employment with the Company and that certain provisions also apply after my employment with the Company ends. I execute and deliver this Agreement to the Company (i) as part of the transaction and in consideration of all the outstanding shares of stock of the Company (all of which were owned by me) being acquired to Sunpeaks Ventures, Inc., (ii) as part of my continuing employment by the Company, and (iii) as a requirement of Sunpeaks Ventures, Inc. to complete the acquisition of all the outstanding shares of stock of the Company (all of which were owned by me).
PHARMAGEN, INC. CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 16th, 2013 • Pharmagen, Inc. • Metal mining • California
This Consulting Services Agreement (this “Agreement”) is entered into on December 9, 2013 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Bagel Boy Equity Group II, LLC, a Nevada limited liability company (the “Consultant”). Each of the Company and the Consultant shall be referred to individually as a “Party” and collectively as the “Parties.”
SUNPEAKS VENTURES, INC.Incentive Stock Option Agreement • August 3rd, 2012 • Sunpeaks Ventures, Inc. • Metal mining • Nevada
Sunpeaks Ventures, Inc. (the “Company”), hereby grants an Option to purchase shares of its common stock (“Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2012 Omnibus Stock Grant and Option Plan (the “Plan”).
