THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREINPurchase Warrant • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after ____________, 2008 and on or before ____________, 2012, up to 150,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
ContractSubscription and Registration Rights Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
THE UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF THIS AGREEMENT
THE QUANTUM GROUP, INC. 8% Subordinated Secured Convertible Bridge Note Due July 31, 2007Subordinated Secured Convertible Bridge Note • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Subordinated Secured Bridge Note (the “Bridge Note”) is issued by THE QUANTUM GROUP, INC., a Nevada corporation (the “Obligor”), to ______________ (the “Holder”).
WARRANT AGREEMENTWarrant Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida
This Warrant Agreement (the “Agreement”) made as of ___________, 2007, between The Quantum Group, Inc., a Nevada corporation, with offices at 3420 Fairlane Farms Road, Wellington, Florida 33414 (the “Company”), and Fidelity Transfer Company, a Utah corporation, with offices at 1800 South West Temple, Suite 301, Salt Lake City, Utah 84115 (“Warrant Agent”).
The Quantum Group, Inc.Financing Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Delaware
High Capital Funding, LLC, a Delaware limited liability company with its registered office in Wilmington, DE (“Lead Lender”), and other persons (collectively, “Lenders”).
This Warrant will be void after 5:00 p.m. New York time on March 15, 2012 (i.e. five (5) years from the Final Closing date of the Offering). Capitalized terms not defined herein shall have the same meanings ascribed to them in the Memorandum. Warrant...Warrant Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Nevada
THIS CERTIFIES THAT, for value received, _________________________ (the “Holder”), is entitled to purchase from The Quantum Group, Inc., a Nevada corporation (the “Company”), at any time from _____________ until 5:00 p.m. (EST) on ____________, _____________________ fully paid and nonassessable shares of the Company’s common stock (“Common Stock”), at an exercise price of $____ per share, as adjusted (the “Exercise Price”).
Amendment 3 to Management AgreementManagement Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Extension of the Management Agreement (“Agreement”) is between QMed BILLING, Inc., a Florida Corporation (“QMed”) and Central Florida Medical Billing Services, Inc., a Florida Corporation (herein referred to as “CFMBS”). The Parties agree to the following:
No. QGA-___________ ___________ Class B Warrants CUSIP ________Warrant Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of ___________, 2007, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at The Quantum Group, Inc. 3420 Fairlane Farms Road, Suite C, Wellington, FL 33414, Attention: Chief Financial Officer.
No. QGA-___________ ___________ Class A Warrants CUSIP ________Warrant Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of ___________, 2007, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at The Quantum Group, Inc. 3420 Fairlane Farms Road, Suite C, Wellington, FL 33414, Attention: Chief Financial Officer.
Amendment 3 to Management AgreementManagement Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services
This Extension of the Management Agreement (“Agreement”) is between QMed BILLING, Inc., a Florida Corporation (“QMed”) and Southeast Medical Financial Systems, Inc., a Florida Corporation (herein referred to as “SEMFS”). The Parties agree to the following:
