IMAC Holdings, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 28th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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UNDERWRITING AGREEMENT between IMAC HOLDINGS, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters IMAC HOLDINGS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 19th, 2021 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York

The undersigned, IMAC Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 16th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Illinois

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2019, is entered into by and between IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 10, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067 (the “Company”), and each of the investors signatory hereto (individually, a “Buyer” and collectively, the “Buyers”).

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • December 3rd, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York

WARRANT AGENCY AGREEMENT, dated as of December [●], 2018 (“Agreement”), between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Equity Stock Transfer, LLC (the “Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 1605 Westgate Circle, Brentwood, Tennessee, 37027 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

PURCHASE AGREEMENT
Purchase Agreement • July 25th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Illinois

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of July 15, 2019, by and between IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

IMAC HOLDINGS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 17th, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT IMAC HOLDINGS, INC.
IMAC Holdings, Inc. • July 28th, 2023 • Services-specialty outpatient facilities, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) 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 that Shareholder Approval is received (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of date that Shareholder Approval is received (the “Termination Date”, provided that, if the Termination Date is not a Trading Day, the Termination Date shall be extended to 5:00 p.m. (New York City time) on the next Trading Day thereafter) but not thereafter, to subscribe for and purchase from IMAC Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares1 (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 Pri

Note Purchase Agreement
Note Purchase Agreement • November 3rd, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Utah

This Note Purchase Agreement (this “Agreement”), dated as of October 29, 2020, is entered into by and between IMAC Holdings, Inc., a Delaware corporation (“Company”), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • April 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York

WHEREAS, the Company is party to that certain Credit Agreement, dated as of April 11, 2024, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Credit Agreement”) by and among the Company, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), other Persons party thereto that are designated as Credit Parties and the Collateral Agent, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), pursuant to which the Lenders will make certain term loans to the Company (the “Term Loans”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 28th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2023, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages to this Agreement (each a “Purchaser”).

Security Agreement
Security Agreement • November 3rd, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Utah

This Security Agreement (this “Agreement”), dated as of October 29, 2020, is executed by IMAC Holdings, Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 18th, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2020, and is between IMAC Holdings, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Illinois

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 19, 2019, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Dr. Jason Hui (the “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 1605 Westgate Circle, Brentwood, Tennessee, 37027 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 13, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067 (the “Company”), and each of the investors signatory hereto (individually, a “Buyer” and collectively, the “Buyers”).

Loan No: 37404 COMMERCIAL LINE OF CREDIT AGREEMENT Page 1 Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials
Credit Agreement • September 17th, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky

Borrower: INTEGRATED MEDICINE AND CHIROPRACTIC REGENERATION CENTER OF ST. LOUIS, LLC 2725 JAMES SANDERS BLVD PADUCAH, KY 42001 Lender: INDEPENDENCE BANK OF KENTUCKY Paducah-Jefferson Sq - NMLS #405645 PO BOX 1776 3143 BROADWAY STREET PADUCAH, KY 42001 (270) 442-1716

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 12, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 1605 Westgate Circle, Brentwood, Tennessee, 37027 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 26th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”), is entered into as of May 23, 2023 by and among Theralink Technologies, Inc., a Nevada corporation (the “Company”), IMAC Holdings, Inc., a Delaware corporation (“Parent”), and IMAC Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 12, 2024, is by and among IMAC Holdings, Inc., a Delaware corporation with offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067 (the “Company”), and each of the investors signatory hereto (individually, a “Buyer” and collectively, the “Buyers”).

At-The-Market Issuance Sales Agreement
IMAC Holdings, Inc. • October 5th, 2020 • Services-specialty outpatient facilities, nec • New York

IMAC Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), as follows:

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UNIT PURCHASE AGREEMENT dated as of July 31, 2018 by and among IMAC HOLDINGS INC., a Delaware corporation, ADVANTAGE HAND THERAPY AND ORTHOPEDIC REHABILITATION, LLC, a Missouri limited liability company and Charles Renner, sole Unitholder of ADVANTAGE...
Unit Purchase Agreement • December 3rd, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Missouri

THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2018, is by and among IMAC Holdings Inc., a Delaware corporation (“Holdings”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC, a Missouri limited liability company (the “Company”), and Charles Renner, sole Unitholder of the Company (collectively, the “Unitholder”). Certain capitalized terms used herein are defined in Section 8.12.

AMENDMENT TO common stock purchase warrant
Common Stock Purchase Warrant • December 27th, 2023 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Delaware

THIS AMENDMENT, dated as of December 20, 2023 (this “Amendment”), is between IMAC HOLDINGS, INC., a Delaware corporation (the “Company”), and each investor identified on the signature pages to this Amendment (each a “Holder” and collectively the “Holders”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 8th, 2021 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Louisiana

This STOCK PURCHASE AGREEMENT (“Agreement”) is made effective this 4th day of October, 2021 (the “Effective Date”), by IMAC Holdings, Inc., a corporation organized under the laws of the State of Delaware, 1605 Westgate Circle, Brentwood, TN 37027 (“Buyer”), and F. Allen Johnson, M.D., a Louisiana domiciliary of the age of majority with a mailing address of 1940 O'Neal Ln, Baton Rouge, LA 70816 (“Seller”). Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties.”

COMMON STOCK PURCHASE AGREEMENT Dated as of November 12, 2024 by and among IMAC HOLDINGS, INC., and KEYSTONE CAPITAL PARTNERS, LLC
Common Stock Purchase Agreement • November 13th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • New York

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of November 11, 2024 (this “Agreement”), by and among Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and IMAC Holdings, Inc., a Delaware corporation (the “Company”).

TERMINATION AGREEMENT
Termination Agreement • May 7th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec

Reference is hereby made to (a) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated May 26, 2023, by and among IMAC Holdings, Inc., a Delaware corporation (the “Parent”), Theralink Technologies, Inc., a Nevada corporation (“Company”), and IMAC Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Parent (“Merger Sub”) and (b) that certain Settlement, Assignment and Release Agreement (the “Settlement Agreement”), dated May 1, 2024, by and between Parent and the Company. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement.

FORM OF LEASE
Form of Lease • June 11th, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky

THIS COMMERCIAL SINGLE TENANT TRIPLE NET LEASE (“Lease”) is made and entered into this the ___day of _____, 2020, by and between _________________, a Kentucky limited liability company, _________________ (“Landlord”), and IMAC HOLDINGS, INC., a Delaware Corporation, 1605 Westgate Circle, Brentwood, Tennessee, 37027 (“Tenant”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • September 17th, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee

THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made as of November 1, 2016, by and between IMAC Regeneration Center of Nashville, P.C., a professional corporation organized and existing under the laws of Tennessee (“PC”) and IMAC Regeneration Management of Nashville, LLC (“IMAC”), a Tennessee corporation.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 25th, 2019 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec

This Amendment to Agreement and Plan of Merger (this “Amendment”), is entered into effective as of April 19, 2019 at 12:05 a.m. by and among IMAC Holdings Inc., a Delaware corporation (“IMAC Holdings”), IMAC Management of Illinois, LLC, an Illinois limited liability company (“Merger Sub”), ISDI Holdings, Inc., an Illinois corporation (“ISDI Holdings I”), ISDI Holdings II, Inc., an Illinois corporation (“ISDI Holdings II”), PHR Holdings, Inc., an Illinois corporation (“PHR Holdings”), and Jason Hui, sole shareholder of each of ISDI Holdings II and PHR Holdings (the “Shareholder”), in order to amend that certain Agreement and Plan of Merger (the “Agreement”), executed on April 1, 2019 by and among IMAC Holdings, Merger Sub, ISDI Holdings I, and the Shareholder. Capitalized terms used but not defined in this Amendment shall have the respective meanings assignment to them in the Agreement.

May 24, 2024
Letter Agreement • May 24th, 2024 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Tennessee

This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described in Schedule 1) to IMAC Holdings, Inc., a Delaware corporation (the “Company”).

OF IMAC HOLDINGS, INC.
IMAC Holdings, Inc. • July 5th, 2019 • Services-specialty outpatient facilities, nec

THIS AMENDMENT to the 10.00% PROMISSORY NOTE DUE DECEMBER 31, 2019 OF IMAC HOLDINGS, INC., dated as of June 28, 2019, is made by and between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Edward S. Bredniak (the “Holder”).

IMAC Holdings, LLC SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 19th, 2018 • Imac Holdings LLC • Services-specialty outpatient facilities, nec • Kentucky

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into by and between IMAC Holdings, LLC, a Kentucky limited liability company that intends to convert, prior to a proposed Regulation A+ initial public offering, into a corporation pursuant to a statutory conversion and change its name to IMAC Regeneration Centers, Inc., with its principal executive offices located at 2725 James Sanders Blvd., Paducah, KY 42001 (as applicable, the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.

Contract
Form of Purchase and Sale Contract • June 11th, 2020 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky

THIS FORM OF PURCHASE AND SALE CONTRACT (the “Contract”) is made and entered into this 5th day of June, 2020 (“the Effective Date”), by and between IMAC Holdings, Inc., successor by merger to IMAC Holdings, LLC, a Delaware corporation (“Seller”), and _________________ or its assigns, a Kentucky limited liability company (“Buyer”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 3rd, 2018 • IMAC Holdings, Inc. • Services-specialty outpatient facilities, nec • Kentucky

AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of June 29, 2018, by and between IMAC Management Services LLC, a Kentucky limited liability company (“Acquiror”), and Clinic Management Associates of KY LLC, a Kentucky limited liability company (the “Company”).

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