Exhibit 10.1(c) EMPLOYMENT AGREEMENT JOHN S. NORTH AND AMERICAN BIOGENETIC SCIENCES, INC. AGREEMENT, dated as of the 2nd day of November, 1998, by and between AMERICAN BIOGENETIC SCIENCES, INC., a Delaware corporation, having a place of business at...Employment Agreement • April 1st, 1999 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"), entered into as of May 20th, 1998, by and between the purchasers set forth on the signature pages hereof (each, a "Purchaser", and collectively, the...Registration Rights Agreement • June 3rd, 1998 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
3,333 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK, SERIES B WARRANTS TO PURCHASE 3,333,000 SHARES OF CLASS A COMMON STOCK. AMENDMENT AND RESTATEMENT OF SERIES A WARRANTS TO PURCHASE 6,000,000 SHARES OF CLASS A COMMON STOCK AND REVENUE PARTICIPATION...Securities Purchase Agreement • September 18th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2022 • QHSLab, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2022 between QHSLab, Inc., a Nevada corporation (the “Company”) and Mercer Street Global Opportunity Fund, LLC (“Purchaser”).
No. WA1 May 20, 1998 ------------------------ Common Stock Purchase Warrant American Biogenetic Sciences, Inc., a Delaware corporation having an address at 1375 Akron Street, Copiague, New York 11726 (the "Company"), hereby certifies that for good and...Common Stock Purchase Warrant • June 3rd, 1998 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
RECITALSRegistration Rights Agreement • September 18th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 20, 1996 (this "Agreement"), is made by and among American Biogenetic Sciences, Inc., a Delaware corporation (the "Company"), and the person named on the signature...Registration Rights Agreement • October 7th, 1996 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
7,000 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCKSecurities Purchase Agreement • March 30th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
ARTICLE IAsset Purchase Agreement • July 13th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Maryland
EXHIBIT B Form of WarrantWarrant Agreement • August 16th, 2021 • Usa Equities Corp. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mercer Street Global Opportunity Fund, LLC, 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 third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from USA Equities Corp., a Nevada corporation (the “Company”), up to 930,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
EXHIBIT 10.1(c) EMPLOYMENT AGREEMENT -------------------- DR. STEPHEN H. IP AND AMERICAN BIOGENETIC SCIENCES, INC. -------------------------------------------------------- AGREEMENT, dated as of the 16th day of December, 1996, by and between AMERICAN...Employment Agreement • April 30th, 1997 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.1(C) MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING, dated January 4, 2001 by and between JOHN S. NORTH ("North") an individual having an address at 1687 Valley Drive, Venice, FL 34292, and AMERICAN BIOGENETIC SCIENCES, INC....Memorandum of Understanding • April 2nd, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. VOID AFTER 5:00 P.M. EASTERN TIME, __________ , 2002 FORM OF WARRANT For the Purchase of...Warrant Agreement • April 1st, 1999 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.1(d) EMPLOYMENT AGREEMENT -------------------- DR. JOSEPH P. LAURINO AND AMERICAN BIOGENETIC SCIENCES, INC. ------------------------------------------------------------ AGREEMENT, dated as of the 3rd day of February, 1997, by and between...Employment Agreement • April 30th, 1997 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
original issue discount SECURED Convertible PROMISSORY NOTEConvertible Security Agreement • July 29th, 2022 • QHSLab, Inc. • Surgical & medical instruments & apparatus
THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by QHSLab, Inc., a Nevada corporation (the “Company”) (the “Note”).
1 EXHIBIT 4.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") made this August __, 2001 between American Biogenetic Sciences, Inc., a Delaware corporation (the "Company") and Biotechnology Value Fund, L.P., Biotechnology Value Fund II,...Security Agreement • September 18th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
RECITALSRegistration Rights Agreement • March 7th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Delaware
COMMON STOCK PURCHASE WARRANTSecurities Agreement • July 29th, 2022 • QHSLab, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mercer Street Global Opportunity Fund, LLC, 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 third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from QHSLab, Inc., a Nevada corporation (the “Company”), up to 550,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
Exhibit 4.4(b) AMERICAN BIOGENETIC SCIENCES, INC. REGISTRATION AGREEMENT THIS AGREEMENT, is made as of March 3, 2000, among AMERICAN BIOGENETIC SCIENCES, a Delaware corporation (the "Company") and the investors listed on Exhibit A attached hereto...Registration Agreement • March 30th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
WITNESSETHExclusive License Agreement • March 7th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT...Convertible Debenture • June 3rd, 1998 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
RECITALSCall Option Agreement • September 18th, 2001 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2022 • QHSLab, Inc. • Surgical & medical instruments & apparatus • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2022, by and between QHSLab, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (the "Agreement") dated as of May 20, 1998 has been executed by the undersigned (the "Subscriber") in connection with the offer and sale (the "Offering") of (i) an aggregate face...Securities Subscription Agreement • June 3rd, 1998 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.1 EXCLUSIVE DISTRIBUTOR AGREEMENTExclusive Distributor Agreement • January 9th, 2002 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
October 1, 1996Employment Agreement • April 30th, 1997 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
No. WC[ ] May 20, 1998 ------------------------ Common Stock Purchase Warrant American Biogenetic Sciences, Inc., a Delaware corporation having an address at 1375 Akron Street, Copiague, New York 11726 (the "Company"), hereby certifies that for good...Common Stock Purchase Warrant • June 3rd, 1998 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
1 Exhibit 99.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the ______ day of January, 2000, by and between American Biogenetic Sciences, Inc., a Delaware corporation ("ABS") and Abbott Laboratories, an...Stock Purchase Agreement • March 7th, 2000 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT C Form of Registration Rights AgreementRegistration Rights Agreement • August 16th, 2021 • Usa Equities Corp. • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 10, 2021 between USA Equities Corp. a Nevada corporation (the “Company”) and Mercer Street Global Opportunity Fund, LLC (“Purchaser”).
EXHIBIT 4.2 TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT ------------------------------------------------------ AGREEMENT made this 17th day of September, 2002 by and between AMERICAN BIOGENETIC SCIENCES, INC., a Delaware corporation...Trademark Collateral Assignment and Security Agreement • September 20th, 2002 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 4.3 PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT --------------------------------------------------- AGREEMENT made this 17th day of September, 2002 by and between AMERICAN BIOGENETIC SCIENCES, INC., a Delaware corporation ("DEBTOR"),...Patent Collateral Assignment and Security Agreement • September 20th, 2002 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances) • New York
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • October 26th, 2020 • Usa Equities Corp. • Services-business services, nec • Florida
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into effect as of the 23rd day of October, 2020 (the “Effective Date”) by and between MEDSCIENCE RESEARCH GROUP, INC., a Florida corporation (“Manufacturer”), and USA EQUITIES CORP, a Delaware corporation (“Distributor”). Manufacturer and Distributor are each referred to herein as a “Party” and collectively, the “Parties.”
PROTOCOL OF MUTUAL UNDERSTANDING AND SUPPORTProtocol of Mutual Understanding and Support • January 9th, 2002 • American Biogenetic Sciences Inc • Biological products, (no disgnostic substances)
USA Equities Corp CONSULTING AGREEMENTConsulting Agreement • August 24th, 2020 • Usa Equities Corp. • Services-business services, nec • Florida
This Consulting Agreement (this “Agreement”) is made and entered into August 24, 2020 (the “Effective Date”) by and between USA Equities Corp a Delaware Corporation (the “Company”), and Jesus Davila, an individual (“Consultant”).
PURCHASE AGREEMENTPurchase Agreement • June 24th, 2021 • Usa Equities Corp. • Services-business services, nec • Florida
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of the 23rd day of June, 2021, by and between USA Equities Corp., with its principal place of business at 901 Northpoint Parkway Suite 302, West Palm Beach FL 33407 (the “Buyer”) and MedScience Research Group, Inc., a Florida corporation with its principal place of business at 16469 Bridlewood Cir Delray Beach FL 33445 the “Seller”). The Buyer and the Seller are sometimes referred to herein individually, as the “Party” and collectively, as the “Parties.”
