MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN VEIN ASSOCIATES OF AMERICA, INC. AND VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION DATED AS OF SEPTEMBER 1, 2005Management Services Agreement • November 13th, 2007 • Vein Associates of America Inc • Florida
THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”) is entered into as of the 1st day of September 2005 by and between Vein Associates of America, Inc., a Florida corporation (“Manager”), and Vein Associates, Professional Association, a Texas professional corporation (“VA”).
MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN VASCULAR RELIEF CENTERS CORP AND VEIN ASSOCIATES, P.A. DATED AS OF January 1, 2005Management Services Agreement • November 13th, 2007 • Vein Associates of America Inc • Florida
THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is entered into as of this 1st day of January, 2005 by and between Vascular Relief Centers Corp., a Nevada corporation (“Manager”), and Vein Associates, P.A., a Florida professional service corporation (“PA”).
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement • November 13th, 2007 • Vein Associates of America Inc • Florida
This Employment Separation Agreement and Release (the “Agreement”) is made and entered into this 30th day of August, 2005 by and between Lee Fields (“Fields”) and , MediCenters, Inc., Vascular Relief Centers Corp, CyberQuest, Inc., Vein Associates of America, Inc., their shareholders, subsidiaries, successors in interest, officers, directors, employees, agents, attorneys and assigns (collectively the “Company”) (collectively the “Parties”).
REVOLVING NOTERevolving Note • November 13th, 2007 • Vein Associates of America Inc
This Note is issued pursuant, and is subject, to the Loan Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Loan Agreement. This Note is secured, among other things, pursuant to the Loan Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
ASSET PURCHASE AGREEMENT BY AND AMONG SOUTH CAROLINA VEIN CENTER, LLC AND VASCULAR RELIEF CENTERS CORP., DATED AS OF JUNE 24, 2005 LIST OF EXHIBITS: STONE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2007 • Vein Associates of America Inc • Florida
THIS ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), is entered by South Carolina Vein Center, LLC, a South Carolina Limited Liability Corporation and David Stone, M.D. (“Stone” and collective referred to as “Sellers”) and Vascular Relief Centers Corp, a Nevada Corporation (“Vascular” or “Purchaser”) as of the dates noted below and shall become effective as of the Closing Date or other date as may be mutually agreed by the parties in writing. Purchaser and Sellers are individually referred to herein as a “Party” and collectively referred to herein as “Parties”. THIS ASSET PURCHASE AGREEMENT is contingent upon the execution of an Employment Agreement between David Stone, MD, Paul Espinoza, MD and Vein Associates, P.A., or other entity affiliated with Vascular as directed by Vascular governing the future employment of Stone by Vascular. If the parties do not enter into a full time employment agreement that is satisfactory to both parties, then this Purchase Agreement shall be null a
PREFERRED STOCK PURCHASE AGREEMENT BY AND BETWEEN VEIN ASSOCIATES OF AMERICA, INC. AND CERTAIN INVESTORS(AS LISTED ON SCHEDULE A) DATED AS OF March 20, 2006 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • November 13th, 2007 • Vein Associates of America Inc • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 20th day of March, 2006 (“Effective Date”) by and between Vein Associates of America, Inc, a corporation organized and existing under the laws of the State of Florida (the “Company”) and certain investors (hereinafter referred to collectively as “Investor” or “Investors”), as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor).
ASSET PURCHASE AGREEMENT BY AND BETWEEN JOHN R. KINGSLEY, M.D.,P.C. (SELLER) AND VEIN ASSOCIATES OF AMERICA, INC. (PURCHASER) DATED AS OF MAY 1, 2006Asset Purchase Agreement • November 13th, 2007 • Vein Associates of America Inc • Florida
THIS ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), dated May 1, 2006 is by and between John R. Kingsley, M.D., P.C., an Alabama Professional Corporation (“Seller” or “Kingsley”), and Vein Associates of America, Inc., a Florida Corporation (“Purchaser”). This Agreement shall become effective as of the date this Agreement is signed by both Parties. Purchaser and Seller are individually referred to herein as a “Party” and collectively referred to herein as “Parties”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2007 • Vein Associates of America Inc
This First Amendment to Loan and Security Agreement, dated as of January 18, 2007 (this “Amendment”), is made by and among (i) ABS SOS-PLUS PARTNERS LTD., a Cayman Islands corporation (the “Lender”), and (ii) VEIN ASSOCIATES OF AMERICA, INC., a Florida corporation (the “Company”), VEIN ASSOCIATES, PA, a Florida professional association (“Vein FLA”), VEIN ASSOCIATES INC., a New Jersey corporation (“Vein NJ”), VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION, a Texas professional association (“Vein TX”), VASCULAR RELIEF CENTERS CORP., a Nevada corporation (“Vascular”), and VEIN ASSOCIATES P.C., an Alabama professional corporation (“Vein AL” and, together with the Company, Vein FLA, Vein NJ, Vein TX and Vascular, each individually, a “Borrower”, and collectively, the “Borrowers”).
LOAN AND SECURITY AGREEMENT AMONG VEIN ASSOCIATES OF AMERICA, INC., AND THE OTHER BORROWERS NAMED HEREIN AND ABS SOS — PLUS PARTNERS LTD. DATED AS OF FEBRUARY 15, 2006Loan and Security Agreement • November 13th, 2007 • Vein Associates of America Inc • Florida
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • Vein Associates of America Inc
This First Amendment (“Amendment”), dated February __, 2007, amends that certain Registration Rights Agreement (the “Agreement”) dated as of February 15, 2006 by and between Vein Associates of America, Inc. a Florida corporation (the “Company”), and ABS-SOS PLUS Partners Ltd., a Cayman Islands corporation (the “Warrant Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • Vein Associates of America Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 20th day of March, 2006 by and among Vein Associates of America, Inc, a corporation organized and existing under the laws of the State of Florida (the “Company”), and the investors signatory hereto (hereinafter collectively referred to as the “Investor” or “Investors”). Unless defined otherwise herein, capitalv ized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement, of even date herewith, by and between the Company and the Investor (“Preferred Stock Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2007 • Vein Associates of America Inc • New York
TERM NOTETerm Note • November 13th, 2007 • Vein Associates of America Inc
This Term Note is the Term Note referred to in the Loan Agreement and is subject to the terms of the Loan Agreement, which provides, among other things, for acceleration hereof. Principal and interest due hereunder shall be payable as provided in the Loan Agreement, and this Term Note may be prepaid only in accordance with the terms of the Loan Agreement. This Term Note is secured, among other things, pursuant to the Loan Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
VEIN ASSOCIATES OF AMERICA, INC COMMON STOCK PURCHASE WARRANTWarrant Agreement • November 13th, 2007 • Vein Associates of America Inc • New York
Vein Associates of America, Inc, a company organized and existing under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, __________________ or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to __________________ (__________) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value (the “Common Stock”), of the Company at a price of _________ cents ($0.__) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on March ___, 2011 (the “Expiration Date”), and subject to the following terms and conditions:
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2007 • Vein Associates of America Inc
This First Amendment (“Amendment”), dated February __, 2007, amends that certain Registration Rights Agreement (the “Agreement”) dated as of February 15, 2006 by and between Vein Associates of America, Inc. a Florida corporation (the “Company”), and ABS-SOS PLUS Partners Ltd., a Cayman Islands corporation (the “Warrant Holder”).
INVESTORS RIGHTS AGREEMENTInvestor Rights Agreement • November 13th, 2007 • Vein Associates of America Inc • New York
This Investor Rights Agreement (“Agreement”) is made and entered into as of June ___, 2007 by and between VEIN ASSOCIATES OF AMERICA, INC., a Florida corporation (the “Company”), and each of the individuals or entities executing a signature page to this Agreement (each, a “Stockholder” and collectively with each Stockholder executing this Agreement on the same date hereof or on an alternate Closing Date, the “Stockholders”).
