UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 26, 2014
Integrated
Inpatient Solutions, Inc.
(Exact name of registrant
as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 333-191564 |
65-1011679 |
| (Commission File Number) |
(IRS Employer Identification Number) |
100 Linton Boulevard, Suite 213-B, Delray Beach,
FL 33483 (Address of Principal Executive Offices)
561-276-3737 (Registrant’s Telephone Number,
Including Area Code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
□ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR 240.14d-2(b))
□ Pre-commencement communications pursuant to Rule 13-e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On
August 26, 2014, Integrated Inpatient Solutions, Inc. (the “Company”), entered into a Share Exchange Agreement (the
“Exchange Agreement”) pursuant to which the Company agreed to acquire all of the outstanding capital stock of Integrated
Timeshare Solutions, Inc., a Nevada corporation (“ITS”) in exchange for newly issued shares of the Company’s
common stock, $0.0001 par value per share (the “Common Stock”), which were issued to the former stockholders of ITS
(the “Exchange”) as described herein. Accordingly, as a result of the Exchange, ITS is now a wholly owned subsidiary
of the Company. Upon the execution of the Exchange Agreement, an aggregate of 47,278,938 shares of Common Stock were issued to
the former ITS stockholders. If the Company generates a minimum of $7,500,000 in gross revenue from the business of ITS within
twelve months of the date of the Exchange Agreement an additional 47,278,938 shares of Common Stock will be issued to the former
ITS stockholders and if the Company generates a minimum of $10,000,000 in gross revenue from the business of ITS within eighteen
months of the date of the Exchange Agreement a further 47,278,938 shares of Common Stock will be issued to the former ITS stockholders.
In sum, if both milestones are met, a total of 141,836,814 shares of Common Stock will be issued to the former ITS stockholders.
Concurrent with
the closing of the Exchange (the “Closing Date”), the Company issued a total of 52,245,793 shares to its existing officers
as compensation and an additional 4,966,855 shares were issued to an outside service provider in lieu of cash payment for services
rendered. Accordingly, the Company currently has a total of 158,503,951 shares of Common Stock issued and outstanding. We have
also reserved for issuance 2,500,000 shares of Common Stock which may be issued upon the conversion of shares of our preferred
stock (the “Preferred Stock”). The former stockholders of ITS will initially hold 29.37% of our issued and outstanding
Common Stock, assuming conversion of all shares of our Preferred Stock.
Also on August 26, 2014,
the Company and Osnah Bloom, Dominic Alto, Bradley Scott and Josh M. Bloom entered into a Voting Agreement. Pursuant to the Voting
Agreement the four individuals, along with another shareholder of the Company who collectively hold a majority of our outstanding
common stock consented to expand the Company’s Board of Directors to five people and elected the following individuals to
serve as Directors: Osnah Bloom, Billy A. Bloom, Dominic Alto, Bradley Scott and Josh M. Bloom. Except as detailed below, the Voting
Agreement requires, provided that each of the four individuals holds a certain minimum number of shares of our Common Stock (20,000,000
for each of Osnah Bloom, Dominic Alto and Bradley Scott and 4,500,000 shares for Josh M. Bloom), that the four individuals shall
vote for an individual designated by each of the others, as well as for an additional individual designated by Osnah Bloom, to
serve on the Board of Directors. Osnah Bloom has selected Billy A. Bloom, her ex-husband and a key employee of the Company’s
interior design operations, as her additional designee. The Voting Agreement is for a term of three years although in the event
that the milestones for issuance of additional shares detailed above are not met, Ms. Bloom’s obligation to vote for the
other individuals will terminate although they will continue to be obligated to vote for Ms. Bloom.
The Exchange and the other
transactions described above are herein referred to as the “Transactions.”
Item 2.01. Completion of Acquisition
or Disposition of Assets.
Overview. On
August 26, 2014, the Exchange described in Item 1.01 was completed.
The shares of Common
Stock that were issued to the former security holders of ITS at the closing of the Exchange will represent, in total, approximately
29.37% of the total number of outstanding shares of Common Stock, assuming the conversion of all of our outstanding Preferred Stock.
The transaction has been accounted for as an acquisition and the Company does not believe that a change of control has taken place.
However, in order to better inform its stockholders regarding its operations, below the Company has provided a description of the
new subsidiary’s operations as well as other information.
Changes Resulting
From the Exchange. The Company intends to carry on the business of ITS and also continue its current line of business. ITS
is based in Florida and is a development-stage real estate consulting company focusing on the timeshare industry.
Integrated Timeshare Solutions, Inc.
– The Opportunity
Industry Overview
Beginning as a novel concept
in the 1960s, vacation/timeshare ownership has gradually attracted masses of tourists, real estate developers, and investors equally.
It is one of the key segments of the hospitality industry, holding vast growth potential, with the major drivers being a growing
interest in vacationing and increasing disposable income.
At present, the global
vacation ownership industry is recovering from the most recent recession at a fast pace and is poised to observe substantial growth
in the years to come. According to a report by the ARDA International Foundation : Financial Performance 2014: A Survey of Timeshare
& Vacation Ownership Companies (the “ARDA Report”), in 2013, the industry experienced its highest level of sales
in a decade. The market for vacation ownership is personified by intense competition. Global, national and regional players compete
on the basis of quality and location of timeshare resorts, flexibility of use, and an ever-growing offering of amenities. Wyndham
Worldwide Corporation is the top player in the global vacation ownership market in terms of revenues, number of resorts, and number
of owners. The other leaders include Marriott International, Starwood Hotels, Hilton Hotels, and Hyatt Hotels.
Most of the major industry
players value their brand's reputation more than the sale, and many have committed to standards of ethics in recent years. The
largest vacation resort industry organization, ARDA (American Resort Development Association) includes most of the major timeshare
businesses and members subscribe to a set of consumer-friendly ethical standards. However, timeshares have an unfortunate association
with hard sales pitches and sneaky sales techniques. While horror stories of unethical and illegal tactics are becoming less common,
there are still some salespeople doing whatever it takes to bring home their commission.
Many consumers make the
mistake of considering timeshares as investments because they are deeded real estate, but rarely do timeshares appreciate in value
like other residential real estate investments. Instead of buying an asset, many owners come to find out that instead they have
purchased a liability because of the annual maintenance fee that is owed. According to multiple surveys, a large number of the
7 million timeshare owners in the United States are dissatisfied with their timeshare. The ARDA Report suggests that over 65% of
timeshare owners have either thought about or actually attempted to list their property for resale with only 3% of timeshares listed
in the last 20 years being sold. Some owners have even been faced with clauses in their timeshare purchase contracts that restrict
the ability to sell the property on their own; including requiring the owner to get right of first refusal, pay commissions on
the sales price, pay an assignment fee which could be 10% of the purchase price or prepay years of maintenance fees.
There are several complaints
that timeshare owners have about fractional ownership with the single largest complaint being the maintenance fees. As mentioned
in the ARDA Report, regardless of use, the owner will owe an annual fee that averages $800 per year and increases by an average
of 8% per year. The fee is owed in perpetuity and, because properties are deeded, ownership and the maintenance fees are passed
on to heirs of the owner’s estate. Over the life of an owner, the cumulative cost of the maintenance fees can be a multiple
of the purchase price and account for a large part of the total cost of ownership. It is also the single largest reason that owners
want out. They come to realize that they didn’t purchase and asset, and instead have an unending liability.
Company Overview
Integrated Timeshare Solutions
(“ITS”) was incorporated in Nevada on July 2, 2014. The company was established as a real estate consulting firm specializing
in timeshare liquidation and mortgage relief. Our business seeks to help the approximately 7 million unhappy timeshare owners by
providing resources and advice on how to eliminate the financial liability that comes with timeshare ownership.
We believe the majority
of customers are dissatisfied with their timeshare for three main reasons, therefore creating a demand for ITS’ services
as a means to eliminate this burden. First, many owners simply do not use their timeshare properties. Second, timeshare owners
become financially strained due to perpetually increasing maintenance fees, some of which were not clearly explained. Third, timeshare
owners consistently complain they were misled in the initial sales process by timeshare companies portraying the ability to easily
sell and/or transfer timeshare ownership as a means to recoup investment.
Through honest and up-front
business dealings with clients, insightful and informational seminars, strategic branding, and a proprietary liquidation process,
ITS will become a market leader in the timeshare liquidation and mortgage relief service sector.
Through our current business
model we offer two primary services:
Timeshare liquidation:
Our service is different from other companies in the business segment. We do not list the property for sale, we do not rent the
property, and we do not buy properties. Instead, we liquidate the property by removing the owner’s name from the deed. This
is done by using a licensed, insured and bonded third party lawyer who transfers the property and ownership from our clients. We
offer 100% money back guarantee while also disclosing the total cost of the process, expected time frame for full liquidation,
and the rights, responsibilities, and risks to the owner.
Mortgage relief:
Much like our liquidation services, our mortgage relief service is different from other companies in the business segment. We do
not list the property for sale, we do not rent the property, and we do not buy properties. Instead, we liquidate the property by
removing the owner’s name from the deed and eliminating the mortgage debt associated with the property. This is done by using
a licensed, insured and bonded third party lawyer who transfers the property and ownership from our clients. We offer 100% money
back guarantee while also disclosing the total cost of the process, expected time frame for full liquidation, and the rights, responsibilities,
and risks to the owner.
Current Operations
The company’s operations
can be broken down into four distinct segments: marketing, informational seminars, back-office support, and title transfers. The
business requires low overhead, has high operating profit margins, and geographic flexibility. The main revenue generation operation
for the company is the informational seminars hosted throughout the year.
Marketing: Marketing
is the single most important aspect of the business. Marketing is done through two channels, in-house marketing and outsourced
third-party marketing. Through established business contacts in the industry, ITS purchases personal information on timeshare owners
within specified zip codes. Depending on the amount of information desired, the cost per lead is roughly 8 cents. For purposes
of marketing our information seminars, ITS purchases between 30,000 and 40,000 leads for the geographic area where the seminar
will be held.
Once the leads are purchased,
all leads are contacted via direct mailing campaigns to inform them of our seminars and services offered at those seminars. The
cost per mail-out, which includes printing and postage, is between 37 and 45 cents. In addition to the direct mailing campaign,
ITS contracts out to a third-party company to make outbound phone calls to all timeshare owners in the area, inviting them to attend
the informational seminar. The seminars are completely free to all attendees.
Informational Seminars:
ITS will be set-up and operated remotely for all sales and back-office support staff. The sales team will work 42 weekends throughout
the year, traveling to various domestic locations to conduct informational seminars in hotel conference spaces. Seminars will be
hosted three times per day, 10AM, 1PM, and 3PM, for three days at each location. The seminars revolve around an information presentation
that discusses the evolution of the timeshare business over time, common issues most owners experience and how to avoid those common
pitfalls. As part of the seminar, we educate satisfied timeshare owners on ways to purchase more units of timeshare ownership at
a significantly reduced price using the resale market. We also educate unsatisfied timeshare owners on ways to exit their timeshare
obligation using our services.
Back-office support:
Support staff will operate during regular business hours – Monday through Friday from 9AM to 5PM EST. A virtual receptionist
will be available to field calls Monday through Friday from 8AM to 8PM EST. All employees will be connected virtually by secured
information systems, eliminating the need to operate a brick and mortar location. All client data will be housed using cloud services
provided by an industry leader in Client Relationship Management software and will be encrypted to protect against data breaches.
Title Transfers:
For owners interested in exiting their timeshare property, we will offer services for those that own their timeshare outright and
for those that have a mortgage on the property. For either type of client and property, we contract with third-party firms that
specialize in the legal transfer of timeshare properties. These companies are established market leaders and are all licensed,
bonded and insured. As part of the service, we offer clients an honest and accurate assessment of the costs they will incur to
transfer their property. We do this because many owners miss the fine print in their contracts and do not understand that the resort,
and not ITS, will charge exorbitant fees to transfer the property. In some extreme cases, the resort may not allow assignment of
the property at all. Due to these types of contractual limitations, we are unable to transfer all timeshare properties and offer
a 100% refund of our fee to clients when we are unable to transfer their property.
Geographic Coverage
We intend to target the
entire continental United States. Seminar locations will be identified by the management team and marketing consultants, based
on timeshare owners per capita. As the company grows, more sales teams will be employed, allowing for more locations to be targeted
on a given weekend.
Competition
The principal competitive
factors in our industry are timeshare liquidation success rates, quality of service, and existing companies which offer online
services. Timeshare liquidation success rates depend on effectively marketing to targeted timeshare owners to gain market penetration.
Establishing and maintaining leads through full disclosure, honest policies, and 100% money back guarantees will allow ITS to enter
the market segment, which has low barriers to entry, and quickly become a market leader. There are numerous companies that operate
in the space, but the availability of accurate information is sparse, which makes precise forecasting difficult.
The company has recruited
several industry veterans who have built and/or operated businesses in the timeshare marketplace. Their in-depth knowledge of industry
contacts, the timeshare liquidation business, and other intellectual capital will allow ITS to capitalize on competitors’
mistakes, mainly their inability to successfully relieve timeshare owners of their financial liabilities.
TimeshareRelief.com / Right Choice Transfer
ITS’ main competitor
is TimeshareRelief.com, and its affiliated businesses, based out of California. They offer an online service, along with a phone
service, that assists timeshare owners with transferring the financial liability of their timeshare. One weakness of TimeshareRelief.com’s
business is they buy the time share, making them financially responsible. This creates business risk and liquidity risk by making
them financially liable for the maintenance fees.
We believe that ITS operates
a superior business model because we do not take ownership of the properties. Instead, we are a consulting firm offering a service
by which our partners take ownership of the properties. We focus on our core strength, which is marketing liquidation services
to unhappy timeshare owners. ITS’ business model is superior because we offer timeshare owners the comfort of meeting with
representatives face to face, avoiding opaque dealings over the phone. One barrier that ITS must overcome is the exclusive relationships
that TimeshareRelief.com has established with resorts and time share industry professionals. While ITS requires that client’s
prepay for their services, TimeshareRelief.com does not require any upfront money and opens an escrow account until the service
has been provided.
Redemption & Release LLC
Redemption & Release
offers only online services and phone consultations. Much like Timeshare Relief, the company does not offer face-to-face consultations.
Also, the only service provided is timeshare redemption, which limits their ability to help all timeshare owners. Much like ITS,
the company does not offer resale services but they also do not offer 100% money back guarantees. One challenge that ITS must overcome
is the significantly higher price they charge for their service in relation to Redemption & Relief. Redemption & Relief
is the low-cost leader in the space and could offer an alternative for owners in dire financial straits. The assistance available
to a broad number of owners and the peace of mind that comes with a money back guarantee is what sets ITS apart.
Timeshare Release Now
Timeshare Release Now offers
24/7 customer service, creating a weakness for ITS because we offer call center services only during standard business hours. Timeshare
Release Now also offers more services than ITS. Some of the extended services include a money recovery program as well as credit
protection and repair services. Timeshare Release Now has a stronger online presence than ITS, with their website generating 1.2
million unique hits throughout 2014. In order to compete for this business, ITS is developing a low-cost digital market campaign
that targets tech savvy clientele.
Research and Development Activities
Other than time
spent researching its proposed business, ITS did not spend any funds on research and development activities to date. Furthermore,
it does not currently plan to spend any funds on research and development activities in the future.
Compliance with Environmental Laws
We are not aware of any
environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues
specific to our business.
Employees
ITS currently employs the
following employees full time: one (1) CEO, one (1) Vice President/Head of Sales, one (1) Sales Manager, three (3) Sales Consultants,
one (1) Administrative Supervisor, one (1) Service consultant, and one (1) Bookkeeper.
ITS also contracts with
industry professionals on an as-needed basis for the following services: General Counsel & Timeshare Law Specialist, SEC Specialist,
Certified Public Accountant, Technology Infrastructure Support, Website Design and Maintenance, and Graphic Design.
Description Of Property
ITS does not own any real
property or any interest in real property and does not invest in real property or have any policies with respect thereto as a part
of its operations or otherwise.
The principal business
address of ITS is 100 East Linton Boulevard, Suite 213-B, Delray Beach, FL 33483, which we rent under a lease that expires in May
2015. We pay $450 per month plus tax for the lease of this office space.
Legal Proceedings
Neither we nor the management
of ITS is aware of any pending or threatened litigation against ITS that we expect will, individually or in the aggregate, have
a material adverse effect on our business, financial condition, liquidity, or operating results. We cannot assure you that we will
not be adversely affected in the future by legal proceedings.
Security Ownership of Certain Beneficial
Owners and Management
The following table
sets forth information regarding the number of shares of the Company’s Common Stock beneficially owned on August 27, 2014,
by:
| • | | each person who is known by the Company to beneficially own 5% or more of the Company’s Common
Stock, |
| • | each of the Company’s directors and executive officers, and |
| • | all of the Company’s directors and executive officers, as a group. |
| Name of Beneficial Owner |
Number of Shares Owned |
|
Percentage of Shares Owned |
| |
|
|
Before the Transactions |
|
After the Transactions |
| |
|
|
|
|
|
| Osnah Bloom |
32,078,801 |
|
13.71% |
|
20.24% |
| Hina Sharma |
33,500,992 |
|
13.71% |
|
21.14% |
| Dominic Alto |
21,296,819 |
|
13.44% |
|
|
| Bradley Scott |
21,296,819 |
|
0.00% |
|
13.44% |
| Josh M. Bloom |
4,685,300 |
|
0.00% |
|
2.96% |
| Billy A. Bloom |
2,700,000 |
|
4.78% |
|
1.70% |
| Officers and Directors as a Group (5 People) |
82,057,739 |
|
27.43% |
|
51.77% |
Cautionary Statements
Legislative reform
could detrimentally affect ITS’s business and the results of its operations.
A main component
to ITS success is based on being able to legally relieve timeshare owners of their financial liability. Our proprietary liquidation
process incorporates lawyers who specialize in the field of timeshare liquidation. They operate based on the current law, which
if changed could increase legal costs and consequently reduce ITS’ net income.
If the timeshare
industry slows down, it could detrimentally affect ITS’s business and the results of its operations.
ITS’ growth
projections assume that the timeshare business remains steady. We understand the timeshare business is in the mature stage of the
business cycle, but we also believe there is pent up demand for timeshare liquidations that current companies have failed to satisfy.
If the timeshare business were to decline rapidly and/or if the liquidation business were to become saturated, ITS’ margins
would be reduced and the results of our financial operations would be negatively impacted.
The lack of operating
history of ITS makes evaluating the business and future prospects of ITS more difficult, and therefore, investors have limited
information upon which to rely.
ITS is a development
stage company which has only recently commenced operations. An investor can only evaluate the business of ITS based on this extremely
limited operating history. Following the Exchange, the operations of ITS are expected to change dramatically as ITS evolves from
a company with minimal employees and capital to a capitalized company with employees and internal operations. Since the inception
of ITS, it has engaged primarily in researching the business opportunity in its industry and in taking the preliminary steps necessary
to commence full operations. ITS has not generated any revenue to date. This limited history may not be adequate to enable an investor
to fully assess its ability to develop ITS into the revenue generating stage, to respond to competition, or conduct such affairs
as are presently contemplated.
Executive officers
and directors of ITS and the Company will have substantial control over us after the Transactions, which could delay or prevent
a change in our corporate control favored by other stockholders.
The Company’s
directors and officers, will beneficially own, in the aggregate, approximately 52% of the Company’s outstanding voting stock
following the completion of the Transactions. Accordingly, such persons will have the ability to determine the direction and decisions
of the Company following the Offering. Additionally, these figures do not reflect the increased percentages that the officers and
directors may have in the event that the milestones set forth in the Exchange Agreement are met. If both revenue milestones for
ITS are met, and the business generates gross revenues of at least $7,500,000 within twelve months of the Closing Date and an aggregate
of at least $10,000,000 within eighteen months of the Closing Date an additional 94,557,874 shares of our Common Stock will be
issued to the former shareholders of ITS, all of whom are now serving as Directors of the Company. In such event, our officers
and directors would beneficially own, in the aggregate, approximately 69.79% of the Company’s then outstanding voting stock
assuming that our Preferred Stock is not converted, and 69.11% if our currently outstanding Preferred Stock is converted. The interests
of the Company’s current officers and directors may differ from the interests of other stockholders. As a result, these current
officers and directors would have the ability to exercise control over all corporate actions requiring stockholder approval, irrespective
of how the Company’s other stockholders may vote, including the following actions:
| • | the election of directors; |
| • | the amendment of charter documents; |
| • | issue blank check preferred or convertible stock, notes or instruments of indebtedness, which may
have conversion, liquidation and similar features and other financing arrangements; or |
| • | the approval of certain mergers and other significant corporate transactions, including a sale
of substantially all of our assets, or merger with a publicly-traded shell or other company. |
Acceptance of
ITS’s services in the marketplace is uncertain and failure to achieve market acceptance will prevent or delay ITS’s
ability to generate revenues.
The future financial
performance of ITS will depend, at least in part, upon the introduction and customer acceptance of ITS’s proposed services.
The degree of market acceptance will depend upon a number of factors, including:
| • | the establishment and demonstration of the advantages of ITS’s services; and |
| • | ITS’s ability to market its services. |
Due to ITS’s
limited marketing and sales experience, the management of ITS may be unsuccessful in its efforts to sell ITS’s services or
develop a direct sales organization.
ITS has yet had
to establish marketing or sales capabilities for its proposed services. ITS intends to develop a sales and marketing team comprised
of experienced industry personnel. As an organization, ITS has no experience in developing, training or managing a sales force.
Accordingly, ITS may incur substantial additional expenses in developing, training and managing such an organization. ITS may be
unable to build a sales force on a cost effective basis or at all. Any such direct marketing and sales efforts may prove to be
unsuccessful. In addition, ITS will compete with many other companies that currently have extensive marketing and sales operations.
ITS’s marketing and sales efforts may be unable to compete against these other companies. And ITS may be unable to establish
a sufficient sales and marketing organization on a timely basis, if at all.
Risks Related
To Company’s Management And Key Personnel
We will depend
upon key individuals who may terminate their employment or other relationship with us or ITS at any time, and ITS will need to
hire additional qualified personnel which may be unavailable due to the necessity of unique skills and resources
Our success will
depend to a significant degree upon the continued services of key management, including Ms. Osnah Bloom (age 64) and Mr. Bradley
Scott (age 31).
We intend to apply
for “key person” life insurance policies for Ms. Bloom and Mr. Scott. We intend to apply for “key person”
life insurance, in a minimum amount of $1,000,000 for Ms. Bloom and $2,500,000 for Mr. Scott. This insurance, if issued, may not
adequately compensate us for the loss of their services. In addition, our success will depend on ITS’s ability to attract
and retain other highly skilled personnel. Competition for qualified personnel is intense, and the process of hiring and integrating
such qualified personnel is often lengthy. ITS may be unable to recruit such personnel on a timely basis, if at all. We have entered
into employment agreements with Ms. Bloom and Mr. Scott for a term of two years for each. However, each of Ms. Bloom and Mr. Scott,
will have the ability to terminate their agreement upon thirty days’ advance notice if the termination is for Good Reason
(as defined in the agreement) or upon sixty days’ advance notice without Good Reason. ITS’s and our other management
and employees may voluntarily terminate their employment at any time. The loss of the services of key personnel, or the inability
to attract and retain additional qualified personnel, could result in delays to development or approval, loss of sales and diversion
of management resources.
The Common Stock
of the Company is considered “a penny stock” and may be difficult to trade.
The SEC has adopted
regulations which generally define “penny stock” to be an equity security that has a market or exercise price of less
than $5.00 per share, subject to specific exemptions. The market price of the Common Stock is likely to be less than $5.00 per
share and therefore may be designated as a “penny stock” according to SEC rules. This designation requires any broker
or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from
the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the
ability of brokers or dealers to sell the Common Stock and may affect the ability of investors to sell their shares. In addition,
since the Common Stock is currently quoted on the OTC Bulletin Board, investors may find it difficult to obtain accurate quotations
of the Common Stock and may experience a lack of buyers to purchase such stock or a lack of market makers to support the stock
price.
Cautionary Language Regarding Forward-Looking
Statements and Industry Data
This Current Report
on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual
results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain
factors, including those set forth below and elsewhere in this Report. Important factors that may cause actual results to differ
from projections include, but are not limited to, for example:
| • | adverse economic conditions; |
| • | inability to raise sufficient additional capital if needed; |
| • | unexpected costs and operating deficits, and lower than expected sales and revenues; |
| • | adverse results of any legal proceedings; |
| • | inability to satisfy customers; |
| • | the volatility of our operating results and financial condition; |
| • | inability to attract or retain qualified senior management personnel, including sales and marketing,
personnel; and |
| • | other specific risks that may be alluded to in this Report. |
All statements,
other than statements of historical facts, included in this Report regarding the Company’s or ITS’s strategy, future
operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management
are forward-looking statements. When used in this Report, the words “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” “plan”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the date of this Report. Neither ITS nor the Company undertakes
any obligation to update any forward-looking statements or other information contained herein. Potential investors should not place
undue reliance on these forward-looking statements. Although ITS believes that its and the Company’s plans, intentions and
expectations reflected in or suggested by the forward-looking statements in this Report are reasonable, no one can assure investors
that these plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially
from expectations expressed herein are described under “Cautionary Statements” and elsewhere in this Report. These
cautionary statements qualify all forward-looking statements attributable to information provided in this Report and on behalf
of ITS or the Company or persons acting on its or their behalf.
Information regarding
market and industry statistics contained in this Report is included based on information available to ITS that it believes is accurate.
It is generally based on academic and other publications that are not produced for purposes of securities offerings, securities
disclosures or economic analysis. ITS has not reviewed or included data from all sources, and neither ITS nor the Company can assure
investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information
obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates
of future market size, revenue and market acceptance of products and services. Neither the Company nor ITS have any obligation
to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those
statements. See “Cautionary Statements” for a more detailed discussion of uncertainties and risks that may have an
impact on future results.
The information
set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
On August 26, 2014 the Company issued
restricted shares of its common stock as follows:
25,411,801 shares of common stock were
issued to Osnah Bloom for services rendered. The Company recorded the issuance of these shares as having a fair value of $228,706
($0.009 per share).
26,833,992 shares of common stock were issued
to Hina Sharma for services rendered. The Company recorded the issuance of these shares as having a fair value of $241,506 ($0.009
per share).
21,296,819 shares of common stock were issued
to Dominic Alto in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc. The Company recorded the issuance of these
shares as having a fair value of $191,671 ($0.009 per share).
21,296,819 shares of common stock were issued
to Bradley Scott in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc. The Company recorded the issuance of these
shares as having a fair value of $191,671 ($0.009 per share).
4,685,300 shares of common stock were issued
to Josh M. Bloom in exchange for 100,000 shares of Integrated Timeshare Solutions, Inc. The Company recorded the issuance of these
shares as having a fair value of $42,168 ($0.009 per share).
4,966,855 shares of common stock were
issued to James Dodrill for legal services rendered by The Law Office of James G. Dodrill II, P.A. with an agreed upon value of
$10,000. The Company recorded the issuance of these shares as having a fair value of $44,702 ($0.009 per share).
The Company relied on Section 4(2) of
the Securities Act for all of these issuances as each recipient is a sophisticated, accredited investor who had access to the current
information regarding the Company as well as the ability to ask questions of management of the Company.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 28, 2014,
shareholders holding a majority of the Company’s outstanding Common Stock agreed to expand the Company’s Board of Directors
to five people and elected the following individuals to serve as Directors: Osnah Bloom, Billy A. Bloom, Dominic Alto, Bradley
Scott and Josh M. Bloom. The directors were chosen pursuant to a Voting Agreement entered into among the Company and Osnah Bloom,
Dominic Alto, Bradley Scott and Josh M. Bloom. Except as detailed below, the Voting Agreement requires, provided that each of the
four individuals holds a certain minimum number of shares of our Common Stock (20,000,000 for each of Osnah Bloom, Dominic Alto
and Bradley Scott and 4,500,000 shares for Josh M. Bloom), that the four individuals shall vote for an individual designated by
each of the others, as well as for an additional individual designated by Osnah Bloom, to serve on the Board of Directors. Osnah
Bloom has selected Billy A. Bloom, her ex-husband and a key employee of the Company’s interior design operations, as her
designee. The Voting Agreement is for a term of three years although in the event that the milestones for issuance of additional
shares detailed in Item 1.01 above are not met, Ms. Bloom’s obligation to vote for the other individuals will terminate although
they will continue to be obligated to vote for Ms. Bloom.
The Biography of each our Directors is
set forth below:
Osnah “Ozzie” Bloom,
C.E.O., C.F.O. and Director
Ms. Bloom, age 62, has been the Chief
Executive Officer of the Company since inception in 2001, brought a strong background in health care management in the south Florida
area to her leadership role. Ms. Bloom has over 35 years of management experience in the healthcare industry. Her career included
owning and managing Automated Instruments, Inc. where she introduced the original surgical stapling instruments to the South Florida
market. Automated Instruments went from start-up to the largest distributor for U.S. Surgical in the United States in less than
three years. Ms. Bloom was also Vice President of network and product development with United HealthCare, Director of Provider
Operations for Prudential Health Care as well as Vice President of Holy Cross Health Partners/Executive Director of Managed Care.
Ms. Bloom brought these experiences
and qualifications to Inpatient where she supported, grew, marketed, and integrated the Inpatient Clinical Solutions business plan
with hospitals and various entities accessing the inpatient care continuum.
Additionally, in December 2011, Ms.
Bloom began providing consulting services on business operations to an interior design services company. During such time she became
familiar with providers, clients and the overall interior design business concept as well as the financial implications of the
design business. Ms. Bloom had initially gained knowledge regarding the interior design industry and business during the years
in which she was married to Mr. William Bloom, who worked in the industry throughout their marriage. These experiences led her
to recognize opportunities in this area which the Company is now pursuing.
Billy A. Bloom, Director
Mr. Bloom, age 61, is a long-time resident
of South Florida and has served as our Designer since the Company created this division. He has had a hand in the creation and
development of several important business concepts as both a Design professional and businessman. From October 2011 until starting
with the Company in May 2013 Mr. Bloom served as the Senior Interior Designer/Interior Architectural Designer for Sklar Furnishings.
From July 2009 to October 2011 Mr. Bloom served as the VP of Internet Sales and Staging Coordinator for Automtive.com and from
April 2006 through June 2009 he served as an independent design consultant, providing such services as interior design, renderings,
CAD and 3D drafting and design, installation and supervision. Mr. Bloom’s background includes having conceptualized and implemented
the creation of 39 East, Inc., the first and largest independent contemporary wholesale furniture design showrooms in Miami where
he was instrumental in cementing the world renowned reputation of the Miami Design District. Mr. Bloom also served as the Vice
President, Architecture & Interiors Division for Post Buckley, Shuh & Jernigan; the largest engineering/architectural design
firm in Florida. Additionally, Mr. Bloom served as the Vice President of Architecture/Design for Carole Korn Interiors, adding
his business and design experience to their large staff which catered to an exclusive clientele. Mr. Bloom served as the Vice President
of Remi Developers, a boutique high end residential development and construction firm in Lighthouse Point and he designed and developed
the first ultra-high end, completely “Green” and “Environmentally Aware” Modular home in conjunction with
the largest modular home manufacturer in the US. He was also a partner with The Amstell Group, Inc. which worked on the conceptualization,
land acquisitions, financial/market study capabilities and continued development of several international projects along with arrangements
for in-house financing. Mr. Bloom was formerly the husband of Osnah Bloom, our CEO, CFO and Chairman of the Board of Directors.
Mr. and Ms. Bloom divorced in 2006.
Dominic Alto, Director
Mr. Alto, age 32, is an external wholesaler
for the boutique investment management firm, FS2 Capital Partners, responsible for the sale of multiple investment products to
Registered Investment Advisors in the Southeast US region. Prior to joining FS2 Capital Partners in June 2014, he worked from September
2008 until June 2014 at Nuveen Investments in multiple capacities, most recently as an external wholesaler in Southeast and Central
Florida. Dominic began his career at Merrill Lynch where he worked a 401(k) specialist before transitioning to an investment analyst
for a Merrill Lynch Wealth Management team in Chicago. Dominic holds a B.S. in Finance and Applied Economics as well as an M.S.
in Applied Economics from Florida State University. He lives in Plantation, FL with his finance.
Bradley Scott, Senior VP of Sales
ad Director
Brad Scott is the Senior Vice President
of Sales for Integrated Timeshare Solutions, Inc., a wholly owned subsidiary of the Company (“ITS”). Mr. Scott leads
the development, coordination, and growth of the ITS sales teams. Mr. Scott has worked in the timeshare industry since June 2008.
His career began with 2 years of experience in the timeshare sales industry before shifting to timeshare relief. During the last
4 years, Brad has excelled within the area timeshare relief. His success in managing teams, innovating new strategies and training
highly effective salespeople afforded him the knowledge needed to create his own timeshare relief companies.
Through his family’s experience
in liquidating their own timeshare, Brad developed a passion for assisting others in discharging their timeshare responsibilities.
Coupled with his extensive experience and talent in sales strategy, Brad is a natural leader for Integrated Timeshare Solutions’
sales teams.
Josh M. Bloom, Director
Josh Bloom, age 30, is an Associate
Attorney at the law firm of Lubell Rosen, where he has worked since August 2010. Born in Miami, Florida; he obtained undergraduate
degrees in Economics and Marketing from Florida State University in 2006. Mr. Bloom was then admitted to Hofstra University and
received his J.D. in 2010. Mr. Bloom worked with one of the leading innovators in experimental economics with emphasis on directly
examining the nature of knowledge on decision making in a complex multi-tiered investment environment. He also managed the international
non-profit organization Sangha, aiding impoverished disaster affected children in South East Asia.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired shall be filed by amendment. |
| (b) | Pro Forma Financial Information |
(c) Exhibits
Exhibit No. Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTEGRATED INPATIENT SOLUTIONS, INC.
| Dated: August 29, 2014 |
By: |
/s/ Osnah Bloom |
|
| |
|
Name: Osnah Bloom |
|
| |
|
Title: CEO |
|
Exhibit 10.1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the “Agreement”)
is made this 26th day of August, 2014, by and among Integrated Inpatient Solutions, Inc., a Nevada corporation (“Pubco”),
on one hand, and Integrated Timeshare Solutions, Inc. a Nevada corporation (the “Company”), and the shareholders
of the Company as set forth on Exhibit A attached hereto (collectively, the “Selling Shareholders”),
on the other hand.
BACKGROUND
A. The respective Boards of Directors
of Pubco and the Company have determined that an acquisition of the Company’s outstanding shares by Pubco through a voluntary
stock exchange with the Selling Shareholders (the “Exchange”), upon the terms and subject to the conditions
set forth in this Agreement, would be fair and in the best interests of their respective shareholders, and such Boards of Directors,
along with the Selling Shareholders, have approved such Exchange, pursuant to which shares of capital stock of the Company issued
and outstanding immediately prior to the Effective Time (as defined in Section 1.04) and all securities convertible or exchangeable
into capital stock of the Company (the “Shares”) will be exchanged (including by reservation for future issuances)
for the right to receive shares of common stock of Pubco (the “Exchange Shares”) as set forth herein.
B. At the Closing, the Selling Shareholders’
ownership interest in Pubco shall represent approximately twenty nine and four tenths percent (29.4%) of the issued and outstanding
shares of common stock of Pubco.
C. Pubco, the Company, and the Selling
Shareholders desire to make certain representations, warranties, covenants and agreements in connection with the Exchange and also
to prescribe various conditions to the Exchange.
D. For federal income tax purposes, the
parties intend that the Exchange shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the “Code”).
NOW, THEREFORE, in consideration of the
representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:
ARTICLE I
THE EXCHANGE
1.01 Exchange. Upon
the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes (“Nevada
Statutes”), at the Closing (as hereinafter defined), the parties shall do the following:
(a) The Selling Shareholders will sell,
convey, assign, and transfer the Shares to Pubco by delivering to Pubco a stock certificate issued in the name of Pubco evidencing
the Shares (the “Share Certificate”). The Shares transferred to Pubco at the Closing shall constitute
100% of the issued and outstanding equity interests of the Company.
(b) As consideration for its acquisition
of the Shares, Pubco shall issue the portion of the Exchange Shares set forth on Exhibit A hereto to the Selling Shareholders
at closing and shall issue up to, and reserve for issuance, two additional tranches each of identical numbers of shares as those
set forth on Exhibit A, one tranche (the “First Tranche”) upon the achievement of “Milestone 1”
set forth on Annex 1 attached hereto and made a part hereof and a second tranche (the “Second Tranche”) upon the achievement
of “Milestone 2” set forth on Annex 1. Each of the two tranches of stock shall be issued within three (3) business
days of achieving the applicable milestone.
(c) For federal income tax purposes, the
Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties
shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any tax
filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of
reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None
of Pubco, the Company or the Selling Shareholders has taken or failed to take, and after the Effective Time (as defined below),
Pubco shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as
a “reorganization” within the meaning of Section 368(a) of the Code.
1.02 Effect of the Exchange. The Exchange shall have the effects set forth in the applicable provisions
of the Nevada Statutes.
1.03 Closing. Unless
this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article
VI and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the Exchange (the “Closing”)
will take place at 10:00 a.m. U.S.A. Eastern Standard Time on the business day within three (3) days of satisfaction of the conditions
set forth in Article V (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article
V) (the “Closing Date”), at the offices of Pubco, unless another date, time or place is agreed to in writing
by the parties hereto.
1.04 Effective Time of Exchange. As
soon as practicable following the satisfaction or waiver of the conditions set forth in Article V, the parties shall make all filings
or recordings required under Nevada Statutes. The Exchange shall become effective at such time as is permissible in
accordance with Nevada Statutes (the time the Exchange becomes effective being the “Effective Time”). Pubco
and the Company shall use reasonable efforts to have the Closing Date and the Effective Time to be the same day.
1.05 Officer & Director
Appointments. On or before the Closing Date, Pubco shall cause the appointment of the individuals set forth
on Schedule 1.05 to be the directors and officers of Pubco.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 Representations and Warranties
of the Company. Except as set forth in the disclosure schedule delivered by the Company to Pubco at the time
of execution of this Agreement (the “Company Disclosure Schedule”), the Company represents and warrants to Pubco
as follows:
(a) Organization, Standing and Power. The
Company is duly organized, validly existing and in good standing under the laws of Nevada and has not conducted any business since
its formation on July 2, 2014.
(b) Subsidiaries. The
Company does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint
venture or otherwise.
(c) Capital Structure. The
Company is authorized to issue 1,000,000 shares of Common Stock and no shares of Preferred Stock. All 1,000,000 shares of Common
Stock have been issued to the Selling Shareholders and no shares of capital stock or other equity securities of the Company are
issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly
issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures,
notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for,
securities having the right to vote) on any matters. There are no outstanding securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which the Company is a party or by which they are bound obligating the
Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity
or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option,
warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations,
commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect
of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company
is or could be required to register shares of Company common stock or other securities under the Securities Act of 1933, as amended
and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements
with or among any security holders of the Company with respect to securities of the Company.
(d)
Corporate Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the
Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly
authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered
by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the Selling
Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The
execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance
with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put”
right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of
the properties or assets of the Company under, (i) the Company’s articles of incorporation, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the
Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following
sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company,
its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults,
rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company
or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this
Agreement.
(e) Governmental Authorization. No
consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any United States court,
administrative agency or commission, or other federal, state or local government or other governmental authority, agency, domestic
or foreign (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution
and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except,
with respect to this Agreement, any filings under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
(f) Certain Fees. No
brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
(g) Litigation; Labor Matters; Compliance
with Laws. There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the
aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially
delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as
reasonably could be foreseen by the Company, in the future could have, any such effect.
(i) The Company is not a party to, or
bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization,
nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain
with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute
involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Company.
(ii) The Company has not conducted any
business; therefore, there have been no violations of any statutes, laws, regulations, ordinances, rules, judgments, orders, decrees
or arbitration awards applicable to doing business.
(h) Benefit Plans. The
Company is not a party to any Benefit Plan under which the Company currently has an obligation to provide benefits to any current
or former employee, officer or director of the Company. As used herein, “Benefit Plan” shall mean
any employee benefit plan, program, or arrangement of any kind, including any defined benefit or defined contribution plan, stock
ownership plan, executive compensation program or arrangement, bonus plan, incentive compensation plan or arrangement, profit sharing
plan or arrangement, deferred compensation plan, agreement or arrangement, supplemental retirement plan or arrangement, vacation
pay, sickness, disability, or death benefit plan (whether provided through insurance, on a funded or unfunded basis, or otherwise),
medical or life insurance plan providing benefits to employees, retirees, or former employees or any of their dependents, survivors,
or beneficiaries, severance pay, termination, salary continuation, or employee assistance plan.
(i) Certain Employee Payments. The
Company is not a party to any employment agreement.
(j) Properties and Tangible Assets.
(i) The Company does not own or lease
any real property.
(ii) The Company has no office space,
computers, equipment or other material tangible assets.
(k) Intellectual Property. As
used in this Agreement, “Intellectual Property” means all right, title and interest in or relating to all intellectual
property, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international
convention, including, but not limited to the following: (a) service marks, trademarks, trade names, trade dress, logos and corporate
names (and any derivations, modifications or adaptations thereof), Internet domain names and Internet websites (and content thereof),
together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof
(collectively, “Marks”); (b) patents and patent applications, including all continuations, divisionals, continuations-in-part
and provisionals and patents issuing thereon, and all reissues, reexaminations, substitutions, renewals and extensions thereof
(collectively, “Patents”); (c) copyrights, works of authorship and moral rights, and all registrations, applications,
renewals, extensions and reversions thereof (collectively, “Copyrights”); (d) confidential and proprietary information,
trade secrets and non-public discoveries, concepts, ideas, research and development, technology, know-how, formulae, inventions
(whether or not patentable and whether or not reduced to practice), compositions, processes, techniques, technical data and information,
procedures, designs, drawings, specifications, databases, customer lists, supplier lists, pricing and cost information, and business
and marketing plans and proposals, in each case excluding any rights in respect of any of the foregoing that comprise or are protected
by Patents (collectively, “Trade Secrets”); and (e) Technology. For purposes of this Agreement, “Technology”
means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and
development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable
and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs,
drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or
not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and
all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise;
descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation,
including user manuals and other training documentation, related to any of the foregoing.
(ii) Schedule 2.01(k) sets forth a list
and description of the Intellectual Property required for the Company. The Company does not have any Marks, Patents or Copyrights.
(iii) The Company is the exclusive owner
of or has a valid and enforceable right to use all Intellectual Property listed for the Company in Schedule 2.01(k), free and clear
of all liens, security interests, encumbrances or any other obligations to others, and no such Intellectual Property has been abandoned. The
Intellectual Property owned by the Company and the Intellectual Property licensed to it pursuant to valid and enforceable written
license agreements include all of the Intellectual Property necessary and sufficient to enable the Company to conduct its business
in the manner in which it plans to conduct business. The Intellectual Property owned by the Company and its rights in
and to such Intellectual Property are valid and enforceable.
(iv) The Company has not received, and
is not aware of, any written or oral notice of any reasonable basis for an allegation against the Company of any infringement,
misappropriation, or violation by the Company of any rights of any third party with respect to any Intellectual Property, and the
Company is not aware of any reasonable basis for any claim challenging the ownership, use, validity or enforceability of any Intellectual
Property owned, used or held for use by the Company. The Company does not have any knowledge (a) of any third-party
use of any Intellectual Property owned by or exclusively licensed to the Company, (b) that any third-party has a right to use any
such Intellectual Property, or (c) that any third party is infringing, misappropriating, or otherwise violating (or has infringed,
misappropriated or violated) any such Intellectual Property.
(v) The Company has not infringed, misappropriated
or otherwise violated any Intellectual Property rights of any third parties, and the Company is not aware of any infringement,
misappropriation or violation of any third party rights which will occur as a result of the continued operation of the Company
as presently operated and/or the consummation of the transaction contemplated by this Agreement.
(vi) The Company has taken adequate security
measures to protect the confidentiality and value of its Trade Secrets (and any confidential information owned by a third party
to whom the Company has a confidentiality obligation).
(vii) The consummation of the transactions
contemplated by this Agreement will not adversely affect the right of the Company to own or use any Intellectual Property owned,
used or held for use by it.
(l) Undisclosed Liabilities. The
Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether
absolute, accrued, contingent, or otherwise).
(m) Board Recommendation. The
Board of Directors of the Company has unanimously determined that the terms of the Exchange are fair to and in the best interests
of the Selling Shareholders of the Company and recommended that the Selling Shareholders approve the Exchange.
(n) Ownership of Stock. The
Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens,
claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.
(o) Material Agreements.
(i) The Company is not a
party to any agreements.
(p) Tax Returns and Tax Payments. The
Company has not yet been required to file any tax returns.
(q) Accounts Receivable. The
Company has no accounts receivable.
(r) Compliance With Anti-Corruption
Laws. Neither the Company nor to the knowledge of the Company, any director, officer, agent, employee or other person acting
on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
of any applicable U.S.A. laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment
to any foreign or domestic government official or employee.
(s) OFAC. Neither the Company, nor
to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company, is
currently subject to any U.S.A. sanctions administered by the Office of Foreign Assets Control of the U.S.A. Treasury Department.
(t) Money Laundering Laws. The Company
is in compliance in all material respects with all applicable financial record keeping and reporting requirements, anti-terrorist
financing legislation and money laundering statutes of all applicable jurisdictions and any related or similar rules, regulations
or guidelines issued, administered or enforced by any Governmental Entity (collectively, “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(u) Full Disclosure. All
of the representations and warranties made by the Company in this Agreement, and all statements set forth in the certificates delivered
by the Company at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties
or statements, in light of the circumstances under which they were made, misleading. The copies of all documents furnished
by the Company pursuant to the terms of this Agreement are complete and accurate copies of the original documents. The
schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to
Pubco or its representatives by or on behalf of any of the Company or its affiliates in connection with the negotiation of this
Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material
fact or any fact necessary to make the statements contained therein not misleading.
2.02 Representations and Warranties
of Pubco. Except as set forth in the disclosure schedule delivered by Pubco to the Company at the time of execution
of this Agreement (the “Pubco Disclosure Schedule”), Pubco represents and warrants to the Company and the Selling
Shareholders as follows:
(a) Organization, Standing and Corporate
Power. Pubco is duly organized, validly existing and in good standing under the laws of the State of Nevada and
has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required
to own, lease and operate its properties and carry on its business as now being conducted. Pubco is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing
of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so
qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to Pubco. Shares
of common stock of Pubco, par value $0.0001 (“Pubco Common Stock”), are quoted under the symbol “INPT.”
(b) Subsidiaries. Pubco
does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture
or otherwise.
(c) Capital Structure of Pubco. As
of the Closing Date, the authorized capital stock of Pubco shall consists of 300,000,000 shares of Pubco Common Stock, $0.0001
par value, and 10,000,000 shares of Pubco preferred stock, $0.0001 par value, of which 54,012,365 shares of Pubco Common Stock
are issued and outstanding and 250,000 shares of preferred stock are issued and outstanding immediately prior to the Closing. It
is acknowledged that upon the consummation of the Closing, a total of 47,278,938 shares of Pubco Common Stock shall be issued to
the Selling Shareholders and an additional 57,212,648 shares shall be issued to other parties, resulting in a total of 158,503,951
shares of Pubco Common Stock outstanding. No shares of Pubco Common Stock are issuable upon the exercise of warrants, convertible
notes, options or otherwise except as set forth in the Pubco SEC Documents (as defined herein). Except as set forth
above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding. All
shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable,
not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of
securities.
(d) Corporate Authority; Noncontravention. Pubco
has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated
by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions
contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This
Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable
against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution
and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with
the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with
respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties
or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable
to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following
sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its
properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights,
losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not
prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.
(e) Government Authorization. No
consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity,
is required by or with respect to Pubco in connection with the execution and delivery of this Agreement by Pubco, or the consummation
by Pubco of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes,
the Securities Act or the Exchange Act.
(f) Financial Statements. The
financial statements of Pubco included in the reports, schedules, forms, statements and other documents filed by Pubco with the
Securities and Exchange Commission (“SEC”) (collectively, and in each case including all exhibits and schedules
thereto and documents incorporated by reference therein, the “Pubco SEC Documents”), comply as to form in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto,
have been prepared in accordance with U.S.A. generally accepted accounting principles (except, in the case of unaudited quarterly
statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated
in the notes thereto) and fairly present the financial position of Pubco as of the dates thereof and the results of operations
and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end
audit adjustments as determined by Pubco’s independent accountants). Except as set forth in the Pubco SEC Documents,
at the date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has not incurred
any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect with respect to Pubco.
(g) Absence of Certain Changes or Events. Except
as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.02(g), since the date of the most recent financial statements
included in the Pubco SEC Documents, Pubco has conducted its business only in the ordinary course consistent with past practice
in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect
to Pubco;
(ii) event which, if it had taken place
following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of the Company;
(iii) condition, event or occurrence
which could reasonably be expected to prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated
by this Agreement;
(iv) incurrence, assumption or guarantee
by Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past
practices or as disclosed to the Company in writing;
(v) creation or other incurrence by Pubco
of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made,
or any contract or agreement entered into, by Pubco relating to its assets or business (including the acquisition or disposition
of any assets) or any relinquishment by Pubco of any contract or other right, in either case, material to Pubco, other than transactions
and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of Pubco, any activity or proceeding
by a labor union or representative thereof to organize any employees of Pubco or any lockouts, strikes, slowdowns, work stoppages
or threats by or with respect to such employees;
(viii) payment, prepayment or discharge
of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any
assets of Pubco;
(x) creation, termination or amendment
of, or waiver of any right under, any material contract of Pubco;
(xi) damage, destruction or loss having,
or reasonably expected to have, a material adverse effect on Pubco;
(xii) other condition, event or occurrence
which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material
adverse change with respect to Pubco; or
(xiii) agreement or commitment to do
any of the foregoing.
(h) Certain Fees. No
brokerage or finder’s fees or commissions are or will be payable by Pubco to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
(i) Litigation; Labor Matters; Compliance
with Laws. There is no suit, action or proceeding or investigation pending or, to the knowledge of Pubco, threatened
against or affecting Pubco or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate,
could reasonably be expected to have a material adverse effect with respect to Pubco or prevent, hinder or materially delay the
ability of Pubco to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction,
rule or order of any Governmental Entity or arbitrator outstanding against Pubco having, or which, insofar as reasonably could
be foreseen by Pubco, in the future could have, any such effect.
(i) Pubco is not a party to, or bound
by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization,
nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain
with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute
involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Pubco.
(ii) The conduct of the business of Pubco
complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
(j) Benefit Plans. Pubco
is not a party to any Benefit Plan under which Pubco currently has an obligation to provide benefits to any current or former employee,
officer or director of Pubco.
(k) Material Contract Defaults. Pubco
is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Pubco
Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute
such a material default. For purposes of this Agreement, a “Pubco Material Contract” means any contract,
agreement or commitment that is effective as of the Closing Date to which Pubco is a party (i) with expected receipts or expenditures
in excess of $25,000, (ii) requiring Pubco to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing
indebtedness for borrowed or loaned money in excess of $25,000 or more, including guarantees of such indebtedness, or (v) which,
if breached by Pubco in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice
of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate
with all other such claims under that contract) from Pubco or (C) give rise to a right of acceleration of any material obligation
or loss of any material benefit under any such contract, agreement or commitment.
(l) Properties. Pubco
has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the
tangible properties and tangible assets reflected in the latest balance sheet as being owned by Pubco or acquired after the date
thereof which are, individually or in the aggregate, material to Pubco’s business (except properties sold or otherwise disposed
of since the date thereof in the ordinary course of business), free and clear of all material liens, encumbrances, claims, security
interest, options and restrictions of any nature whatsoever. Any real property and facilities held under lease by Pubco
are held by them under valid, subsisting and enforceable leases of which Pubco is in compliance, except as could not, individually
or in the aggregate, have or reasonably be expected to result in a material adverse effect.
(m) Intellectual Property. Pubco
owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software
programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being
conducted. All of Pubco’s licenses to use Software programs are current and have been paid for the appropriate
number of users. To the knowledge of Pubco, none of Pubco’s Intellectual Property or Pubco License Agreements
infringe upon the rights of any third party that may give rise to a cause of action or claim against Pubco or its successors. The
term “Pubco License Agreements” means any license agreements granting any right to use or practice any rights
under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than
$10,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound.
(n) Board Determination. The
Board of Directors of Pubco has unanimously determined that the terms of the Exchange are fair to and in the best interests of
Pubco and its shareholders.
(o) Undisclosed Liabilities. Pubco
has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute,
accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Pubco SEC Documents
incurred in the ordinary course of business.
(p) Compliance With Anti-Corruption
Laws. Neither Pubco nor to the knowledge of Pubco, any director, officer, agent, employee or other person acting on behalf
of Pubco has, in the course of its actions for, or on behalf of, Pubco (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any applicable
U.S.A. laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign
or domestic government official or employee.
(q) OFAC. Neither Pubco, nor to
the knowledge of Pubco, any director, officer, agent, employee, affiliate or person acting on behalf of Pubco, is currently subject
to any U.S.A. sanctions administered by the Office of Foreign Assets Control of the U.S.A. Treasury Department.
(r) Money Laundering Laws. The operations
of Pubco are and have been conducted at all times in compliance with all Money Laundering Laws, and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving Pubco with respect to Money Laundering
Laws is pending or, to the best knowledge of Pubco, threatened.
(s) Full Disclosure. All
of the representations and warranties made by Pubco in this Agreement, and all statements set forth in the certificates delivered
by Pubco at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties
or statements, in light of the circumstances under which they were made, misleading. The copies of all documents furnished
by Pubco pursuant to the terms of this Agreement are complete and accurate copies of the original documents. The schedules,
certificates, and any and all other statements and information, whether furnished in written or electronic form, to the Company
or its representatives by or on behalf of Pubco and the Pubco Stockholders in connection with the negotiation of this Agreement
and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any
fact necessary to make the statements contained therein not misleading.
2.03 Representations and Warranties
of Selling Shareholders. The Selling Shareholders jointly and severally represent and warrant to Pubco as follows:
(a) Ownership of the Shares. The
Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests
of whatsoever nature or type.
(b) Power of Selling Shareholders to
Execute Agreement. The Selling Shareholders have the full right, power, and authority to execute, deliver, and perform
this Agreement, and this Agreement is the legal binding obligation of the Selling Shareholders and is enforceable against the Selling
Shareholders in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefore may be brought.
(c) Agreement Not in Breach of Other
Instruments Affecting Selling Shareholders. The execution and delivery of this Agreement, the consummation of the
transactions hereby contemplated, and the fulfillment of the terms hereof will not result in the breach of any term or provisions
of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under any agreement or other instrument
of any description to which the Selling Shareholders are a party or by which the Selling Shareholders are bound, or any judgment,
decree, order, or award of any court, governmental body, or arbitrator or any applicable law, rule, or regulation.
(d) Accuracy of Statements. Neither
this Agreement nor any statement, list, certificate, or any other agreement executed in connection with this Agreement or other
information furnished or to be furnished by the Selling Shareholders to Pubco in connection with this Agreement or any of the transactions
contemplated hereby contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein, in light of circumstances in which they are made, not misleading.
(e) No Recourse. The Selling Shareholders
agree that they will have no recourse or claim against Pubco for any future profits resulting from the appreciation or sale of
the Shares by Pubco.
ARTICLE III
COVENANTS RELATING TO CONDUCT
OF BUSINESS PRIOR TO EXCHANGE
3.01 Conduct of the Company and
Pubco. From the date of this Agreement and until the Effective Time, or until the prior termination of this
Agreement, the Company and Pubco shall not, unless mutually agreed to in writing:
(a) engage in any transaction, except in
the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective
assets or which will not be discharged in full prior to the Effective Time;
(b) sell, assign or otherwise transfer
any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary
course of business, and consistent with past practice;
(c) fail to use reasonable efforts to preserve
intact their present business organizations, keep available the services of their employees and preserve its material relationships
with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not
be impaired prior to the Effective Time;
(d) suffer or permit any material adverse
change to occur with respect to the Company and Pubco or their business or assets; or
(e) make any material change with respect
to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.01 Access to Information; Confidentiality.
(a) The Company shall, and shall cause
its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable
access during normal business hours during the period prior to the Effective Time to its properties, books, contracts, commitments,
personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to,
furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as
such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations
and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective
Time, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties,
books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations
and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall,
and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of
each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of
federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations
and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company
and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and
other representatives and affiliates to hold, any nonpublic information in confidence.
(b) No investigation pursuant to this Section
4.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.
4.02 Best Efforts. Upon
the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take,
or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Exchange
and the other transactions contemplated by this Agreement. Pubco and the Company shall mutually cooperate in order to
facilitate the achievement of the benefits reasonably anticipated from the Exchange.
4.03 Public Announcements. Pubco,
on the one hand, and the Company, on the other hand, will consult with each other before issuing, and provide each other the opportunity
to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this
Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may
be required by applicable law or court process. The parties agree that the initial press release or releases to be issued
with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.
4.04 Expenses. All costs
and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring
such expenses.
4.05 No Solicitation. Except
as previously agreed to in writing by the other party, neither the Company nor Pubco shall authorize or permit any of its officers,
directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission
of inquiries, proposals or offers from any person relating to any matter concerning any exchange, merger, consolidation, business
combination, recapitalization or similar transaction involving the Company or Pubco, respectively, other than the transaction contemplated
by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere
with, prevent or delay the Exchange or which would or could be expected to dilute the benefits to either the Company or Pubco of
the transactions contemplated hereby. The Company or Pubco will immediately cease and cause to be terminated any existing
activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing.
4.06 Post-Closing Delivery of the
Exchange Shares Certificates. Within three (3) business days of the Closing Date, Pubco shall have taken all
action necessary to have the Exchange Shares Certificates delivered to the Selling Shareholders or the Escrow Agent, as appropriate.
4.07 Financing. The
Company shall contribute $50,000, less legal fees and costs in connection with the negotiation on behalf of the Company and the
performance by the Company of this Agreement, toward the financing of operations of the business currently operated by the Company
post Closing and Pubco shall contribute $200,000 toward the financing of such operations.
4.08 Officer & Director Appointments. On
or before the Closing Date, Pubco shall cause the appointment of the following individuals to be the directors and officers of
Pubco:
| (a) | Osnah Bloom, Chief Executive Officer, President and Chair of the Board of Directors, |
| (b) | Bradley Scott, Director |
| (c) | Billy A. Bloom, Director |
| (d) | Dominic Alto, Director |
| (e) | Josh M. Bloom, Director |
ARTICLE V
CONDITIONS PRECEDENT
5.01 Conditions to Each Party’s
Obligation to Effect the Exchange. The obligation of each party to effect the Exchange and otherwise consummate
the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following
conditions:
(a) No Restraints. No
temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Exchange shall
have been issued by any court of competent jurisdiction or any other Governmental Entity having jurisdiction and shall remain in
effect, and there shall not be any applicable legal requirement enacted, adopted or deemed applicable to the Exchange that makes
consummation of the Exchange illegal.
(b) Governmental Approvals. All
authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods
imposed by, any Governmental Entity having jurisdiction which the failure to obtain, make or occur would have a material adverse
effect on Pubco or the Company shall have been obtained, made or occurred.
(c) No Litigation. There
shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining
to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by the Company,
Pubco or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company
or Pubco.
(d) Selling Shareholders Approval. The
Selling Shareholders shall have adopted and approved this Agreement and the Exchange in accordance with applicable law.
5.02 Conditions Precedent to Obligations
of Pubco. The obligation of Pubco to effect the Exchange and otherwise consummate the transactions contemplated
by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
(a) Representations, Warranties and
Covenants. (i) The representations and warranties of the Company and the Selling Shareholders in this Agreement
shall be true and correct in all material respects (except for such representations and warranties that are qualified by their
terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true
and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Shareholders
shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement
required to be performed and complied with by each of them prior to the Effective Time.
(b) Consents. Pubco shall
have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals,
authorizations, qualifications and orders of Governmental Entities and other third parties as necessary in connection with the
transactions contemplated hereby have been obtained.
(c) Officer’s Certificate of the
Company. Pubco shall have received a certificate executed on behalf of the Company by an executive officer of the
Company confirming that the conditions set forth in Sections 5.02(a) and 5.02(d) have been satisfied.
(d) No Material Adverse Change. There
shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including
intangible assets) and properties of the Company that, individually or in the aggregate, could reasonably be expected to have a
material adverse effect on the Company.
(e) Selling Shareholder Representation
Letter. The Selling Shareholders shall have executed and delivered to Pubco such shareholder representation letter
as may be required by Pubco in order that Pubco shall be reasonably satisfied that the issuance of Pubco Common Stock pursuant
to the Exchange is exempt from the registration requirements of the Securities Act.
(f) Employment Agreements. The
Company and each of Osnah Bloom and Bradley Scott shall have executed an employment agreement in substantially the form attached
hereto as Exhibit B-1 and B-2, respectively.
(g) Delivery of the Share Certificate. The
Company shall have delivered the Share Certificate to Pubco on the Closing Date.
(h) Secretary’s Certificate of
the Company. Pubco shall have received a certificate, dated as of the Closing Date, from the Secretary of the Company,
certifying (i) as to the incumbency and signatures of the officers of the Company, who shall execute this Agreement and documents
at the Closing and (ii) that attached thereto is a true and complete copy of (A) the certificate of incorporation of the Company
and all amendments thereto and (B) resolutions of the Board of Directors of the Company and its shareholders authorizing the execution,
delivery and performance of this Agreement by the Company.
(i) Due Diligence Investigation. Pubco
shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.
5.03 Conditions Precedent to Obligation
of the Company. The obligation of the Company to effect the Exchange and otherwise consummate the transactions
contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
(a) Representations, Warranties and
Covenants. (i) The representations and warranties of Pubco in this Agreement shall be true and correct in all material
respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material
adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made
and on and as of the Closing Date, and (ii) Pubco shall have performed and complied in all material respects with all covenants,
obligations and conditions of this Agreement required to be performed and complied with by it prior to the Effective Time.
(b) Consents. The Company
shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals,
authorizations, qualifications and orders of Governmental Entities and other third parties as necessary in connection with the
transactions contemplated hereby have been obtained.
(c) Officer’s Certificate of Pubco. The
Company shall have received a certificate executed on behalf of Pubco by an executive officer of Pubco, confirming that the conditions
set forth in Sections 5.03(a) and 5.03(d) have been satisfied.
(d) No Material Adverse Change. There
shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including
intangible assets) and properties of Pubco that, individually or in the aggregate, could reasonably be expected to have a material
adverse effect on Pubco.
(e) Board Resolutions. The
Company shall have received resolutions duly adopted by Pubco’s Board of Directors approving the execution, delivery and
performance of the Agreement and the transactions contemplated by the Agreement.
(f) New Officers & Directors. Pubco
shall deliver to the Company evidence of the appointment of the individuals set forth on Section 4.08 to be the directors and officers
of Pubco.
ARTICLE VI
TERMINATION, AMENDMENT AND WAIVER
6.01 Termination. This
Agreement may be terminated and abandoned at any time prior to the Effective Time:
(a) by mutual written consent of Pubco
and the Company;
(b) by either Pubco or the Company if any
Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the Exchange and such order, decree, ruling or other action shall have become final and nonappealable;
(c) by either Pubco or the Company if the
Exchange shall not have been consummated on or before December 31, 2014 (other than as a result of the failure of the party seeking
to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective
Time);
(d) by Pubco, if a material adverse change
shall have occurred relative to the Company (and such change is not curable within thirty (30) days);
(e) by the Company if a material adverse
change shall have occurred relative to Pubco (and such change is not curable within thirty (30) days);
(f) by Pubco, if the Company willfully
fails to perform in any material respect any of its material obligations under this Agreement; or
(g) by the Company, if Pubco willfully
fails to perform in any material respect any of its obligations under this Agreement.
6.02 Effect of Termination. In
the event of termination of this Agreement by either the Company or Pubco as provided in Section 6.01, this Agreement shall forthwith
become void and have no effect, without any liability or obligation on the part of Pubco or the Company, other than the provisions
of the last sentence of Section 4.01(a) and this Section 6.02. Nothing contained in this Section shall relieve any party
for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
6.03 Amendment. This
Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties upon approval by the party,
if such party is an individual, and upon approval of the Boards of Directors of each of the parties that are corporate entities.
6.04 Extension; Waiver. Subject
to Section 6.01(c), at any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of
the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained
in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or
conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
6.05 Return of Documents. In
the event of termination of this Agreement for any reason, Pubco and the Company will return to the other party all of the other
party’s documents, work papers, and other materials (including copies) relating to the transactions contemplated in this
Agreement, whether obtained before or after execution of this Agreement. Pubco and the Company will not use any information so
obtained from the other party for any purpose and will take all reasonable steps to have such other party’s information kept
confidential.
ARTICLE VII
INDEMNIFICATION AND RELATED MATTERS
7.01 Survival of Representations
and Warranties. The representations and warranties in this Agreement or in any instrument delivered pursuant
to this Agreement shall survive until twelve (12) months after the Effective Time (except for those representations and warranties
with respect to Taxes which shall survive for the applicable statute of limitations plus 90 days, and covenants that by their terms
survive for a longer period).
7.02 Indemnification.
(a) Pubco shall indemnify and hold the
Selling Shareholders and the Company harmless for, from and against any and all liabilities, obligations, damages, losses, deficiencies,
costs, penalties, interest and expenses (including, but not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) (collectively,
“Losses”) to which Pubco may become subject resulting from or arising out of any breach of a representation,
warranty or covenant made by Pubco as set forth herein.
(b) The Company and the Selling Shareholders
shall jointly indemnify and hold Pubco and Pubco’s officers and directors (“Pubco’s Representatives”)
harmless for, from and against any and all Losses to which Pubco or Pubco’s Representatives may become subject resulting
from or arising out of (i) any breach of a representation, warranty or covenant made by the Company or Selling Shareholders as
set forth herein; or (ii) any and all liabilities arising out of or in connection with: (A) any of the assets of the Company prior
to the Closing; or (B) the operations of the Company prior to the Closing.
7.03 Notice of Indemnification. Promptly
after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or
proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying
party (the “Indemnifying Party”) pursuant to this Article VII, give such Indemnifying Party written notice of
the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal
pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of
its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually
and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within
thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right
to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted
liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a
claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full
by such Indemnifying Party under this Article VII or if a conflict of interest exists between Indemnitee and the Indemnifying Party,
the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement
or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be
conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying
Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where
the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such
asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to
participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party
is, or may be, obligated under this Article VII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying
Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or
decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply
such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall
not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and
solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If
the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim
only with the consent of the Indemnitee.
ARTICLE VIII
GENERAL PROVISIONS
8.01 Notices. Any
and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the
same is so delivered, sent or mailed at addresses and contact information set forth below (or at such other address for a party
as shall be specified by like notice.) Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m.
(Pacific Standard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business
day or later than 5:30 p.m. (Pacific Standard Time) on any business day, (c) on the second business day following the date of mailing,
if sent by a nationally recognized overnight courier service, or (d) if by personal delivery, upon actual receipt by the party
to whom such notice is required to be given.
If to Pubco:
Integrated Inpatient Solutions, Inc.
100 Linton Boulevard, Suite 213-B
Delray Beach, FL 33483
Attention: President
Telephone: (561) 276-3737
with a copy to:
The Law Office of James G. Dodrill II, P.A.
5800 Hamilton Way
Boca Raton, FL 33496
Telephone: (561) 862-0529
If to the Company:
Integrated Timeshare Solutions, Inc.
150 E Robinson St
Orlando, FL 32801
Attention: President
Telephone: (954) 296-9490
with a copy to:
William C. Phillippi, President
William C. Phillippi, P.A.
Lubell and Rosen LLC
900 S. Andrews Avenue, Suite 900
Fort Lauderdale, Florida 33301
Telephone: (954) 880-9500
All Notices to the Selling Shareholders
shall be sent “care of” the Company.
8.02 Definitions. For
purposes of this Agreement, and in addition to other terms defined elsewhere in this Agreement, the following terms have the meaning
assigned to them below:
(a) an “affiliate” of any person
means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, such first person;
(b) “material adverse change”
or “material adverse effect” means, when used in connection with the Company or Pubco, any change or effect that either
individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties,
condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole (after giving effect
in the case of Pubco to the consummation of the Exchange);
(c) “ordinary course of business”
means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency);
(d) “person” means an individual,
corporation, partnership, joint venture, association, trust, unincorporated organization or other entity;
(e) “subsidiary” of any person
means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient
to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, fifty
percent (50%) or more of the equity interests of which) that is owned directly or indirectly by such first person; and
(f) “security interest” means
any mortgage, pledge, lien, encumbrance, deed of trust, lease, charge, right of first refusal, easement, servitude, proxy, voting
trust or agreement, transfer restriction under any shareholder or similar agreement or any other security interest, other than
(i) mechanic’s, materialmen’s, and similar liens, (ii) statutory liens for taxes not yet due and payable, (iii) purchase
money liens and liens securing rental payments under capital lease arrangements, (iv) pledges or deposits made in the ordinary
course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation;
and (v) encumbrances, security deposits or reserves required by law or by any Governmental Entity.
8.03 Interpretation. When
a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit
or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation.”
8.04 Entire Agreement; No Third-Party
Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and
supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter
of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.
8.05 Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
8.06 Assignment. Neither
this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.
8.07 Enforcement. The
parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in any court of the United States located in the State of Florida, this being in addition to any other remedy
to which they are entitled at law or in equity. In addition, each of the parties hereto (a) agrees that it will not
attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (b)
agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in
any state court other than such court.
8.08 Severability. Whenever
possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never
been contained herein.
8.09 Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement,
to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”),
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto,
each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party
hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such
party forever waives any such defense, except to the extent such defense related to lack of authenticity.
8.10 Attorneys Fees. In
the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties
hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment
on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing
such suit or proceeding.
8.11 Currency. All
references to currency in this Agreement shall refer to the lawful currency of the United States of America.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have
caused their duly authorized officers to execute this Agreement as of the date first above written.
Pubco:
| Integrated Inpatient Solutions, Inc. |
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| By: |
/s/ Osnah Bloom |
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Osnah Bloom, President |
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Company: |
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Integrated Timeshare Solutions, Inc. |
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| By: |
/s/ Dominic Alto |
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Dominic Alto, President |
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COUNTERPART SIGNATURE PAGE
TO
STOCK EXCHANGE AGREEMENT
The undersigned does hereby agree to
be bound by all of the terms and provisions of the Stock Exchange Agreement, including all exhibits and schedules attached thereto,
dated August 26, 2014, by and among, Integrated Inpatient Solutions, Inc., a Nevada corporation (“Pubco”) on
one hand, and Integrated Timeshare Solutions, Inc., a Nevada corporation (the “Company”) and each of the shareholders
of the Company (each a “Selling Shareholder” and collectively, the “Selling Shareholders”),
on the other hand.
Selling Shareholders:
| /s/ Bradley Scott |
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| BRADLEY SCOTT |
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| /s/ Dominic Alto |
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| DOMINIC ALTO |
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| /s/ Josh M. Bloom |
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| JOSH M. BLOOM |
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EXHIBIT A
DISTRIBUTION OF EXCHANGE SHARES TO
SELLING SHAREHOLDERS
| DISTRIBUTION OF EXCHANGE SHARES TO SELLING SHAREHOLDERS |
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| Name of |
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Initial Shares |
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Shares released |
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Shares released |
| Selling Shareholder |
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At Closing |
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At Milestone 1 |
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At Milestone 2 |
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| Dominic Alto |
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21,296,819 |
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21,296,819 |
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21,296,818 |
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| Bradley Scott |
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21,296,819 |
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21,296,819 |
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21,296,818 |
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| Josh M. Bloom |
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4,685,300 |
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4,685,300 |
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4,685,300 |
Annex 1
MILESTONES FOR RELEASE OF ADDITIONAL
SHARES
FROM ESCROW TO SELLING SHAREHOLDERS
Milestone 1 shall be achieved if Pubco has at least
$7,500,000 in gross revenue from the business plan contemplated by the Company, as determined in accordance with U.S.A. generally
accepted accounting principles (“U.S.A. GAAP”) before the end of twelve (12) months following the Closing Date.
Milestone 2 shall be achieved if Pubco has at least
$10,000,000 in gross revenue from the business plan contemplated by the Company, as determined in accordance with U.S.A. GAAP before
the end of eighteen (18) months following the Closing Date
Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement")
is made and entered into as of the 26th day of August, 2014 by and between INTEGRATED INPATIENT SOLUTIONS, INC., a Florida
corporation (the "Company"), and OSNAH BLOOM (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company has asked the Executive
to serve as Chief Executive Officer of the Company and;
WHEREAS, the parties are desirous of
entering into this Agreement in order to ensure the Company of the valuable services of the Executive pursuant to the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby mutually acknowledged, the parties hereby agree as follows:
1. EMPLOYMENT CONDITIONS
(a) Effective upon the commencement of the Term
hereof (as defined in Section 2), the Company hereby employs the Executive as Chief Executive Officer and the Executive hereby
accepts such employment, on the terms and conditions hereinafter set forth. As Chief Executive Officer, the Executive shall report
only to the Board of Directors of the Company, and shall have powers and authority superior to those of any officer or employee
of the Company or any Subsidiary thereof except those reserved to the Chairman of the Board by the Articles of Incorporation or
Bylaws of the Company as in effect on the date of this Agreement. It is the intent of the parties that the Executive shall manage
the affairs of the Company in accordance with the plans and strategies developed by the Board of Directors.
2. TERM
(a) The term of the Executive's engagement hereunder
shall be for two (2) years commencing as of the date of this Agreement (the "Commencement Date") and shall terminate
on the two year anniversary of the Commencement Date unless renewed or extended by mutual agreement of Executive and the Company’s
Board of Directors or unless sooner terminated in accordance with the terms hereof (the "Term").
3. DUTIES OF EXECUTIVE
| (a) | During the Term of this Agreement, the Executive shall devote substantially all her business time and attention to the best
efforts and affairs of the Company. |
| (b) | Executive will act as the Company’s Chief Executive Officer for the and perform such services and assume such duties
and responsibilities as are assigned to Executive by the Board of the Company, which are consistent with the position of Chief
Executive Officer, including but not limited to oversight of outside legal and accounting service providers, marketing and the
hiring of all executive and management level employees for the Company and its various subsidiary business units each of whom shall
report directly to or, in Executive’s sole discretion, indirectly to Executive. |
| (c) | Notwithstanding Section 3(a) hereof, the Executive may serve on the board of directors of such other corporations, trade associations,
charitable organizations or other entities; provided, however, that such services or activities shall not conflict with the Executive's
duties to the Company. |
4. COMPENSATION
Subject to any other provision of this Agreement,
during the Term hereof, the Executive shall receive a base salary as described in Schedule A attached hereto. All salary payments
will be, less applicable withholding taxes and other deductions approved by the Executive or required by law in accordance with
the usual payroll practices of the Company.
5. EMPLOYEE BENEFITS
The Executive shall be entitled to Six (6) weeks
of paid vacation during each year. Executive shall also have the ability to carry over up to Two (2) weeks of unused vacation from
one calendar year to the next. In addition to the compensation and other benefits provided for elsewhere in this Agreement, the
Executive shall be reimbursed up to $350 per month for health insurance for Executive and shall be reimbursed up to $250 per month
for automobile expenses (gas, parking, tolls) incurred by the Executive in the performance of her duties hereunder.
6. COUNSEL FEES AND INDEMNIFICATION
(a) In the event of a Dispute or arbitrable
matter under Section 9 hereof the Company shall pay, or reimburse to the Executive, all reasonable fees and costs of her legal
counsel incurred by the Executive; provided, however if the Executive does not prevail in a Dispute or arbitrable matter under
Section 9 hereof initiated by him, the Executive shall be responsible for the fees and cost of the Executive.
(b) The Company shall indemnify and hold harmless
the Executive as currently provided in the Company's Articles of Incorporation and By-laws. The rights of indemnification in the
Company’s current Articles of Incorporation and By-laws shall not be diminished by subsequent modification or amendment without
the approval of the Executive, except as such indemnification is modified as required by law.
(c) The provisions of this Section 6 shall survive
the termination or expiration of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY
The Company hereby represents and warrants to,
and agrees with, the Executive as follows:
(i) this Agreement, and each of the terms and
provisions hereof, including, without limitation the undertakings with respect to payment, indemnification set forth herein, do
not violate or conflict with (A) any provisions of the Articles of Incorporation or the Bylaws of the Company, (B) any agreement
by which the Company is bound, (C) any federal, state or local law, rule, or regulation or judicial order. This Agreement has been
duly and validly authorized, executed and delivered by the Company, and is a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms;
(ii) the Company has all power and authority (including,
without limitation all necessary governmental, judicial or other consents, approvals or authorizations) necessary to enter into
this Agreement and to perform its obligations hereunder and thereunder;
(iii) this Agreement and the employment of the Executive
by the Company have been approved by the Board of the Company; and
(iv) the Company has exercised reasonable diligence (including
consulting with outside counsel) in making the representations and warranties set forth herein and the Board of Directors has authorized
the Company to make the representations and warranties set forth herein.
8. TERMINATION
This Agreement may be terminated only as follows:
(a) Manner of Termination By the
Company. This Agreement may be terminated by the Company for Good Cause or Disability of the Executive, only upon a vote
of the Board of Directors at a meeting after 30 days' prior written notice to the Executive of such meeting contained in a Notice
of Termination and after the Executive (together with her legal counsel) has been given the opportunity to be heard before the
Board of Directors. Except in the event of termination for Good Cause, a Notice of Termination shall not provide for a date of
termination less than sixty (60) days from the date the Notice of Termination is given.
(b) Manner of Termination by the
Executive. The Executive may terminate this Agreement, except in the event of her death, only upon Notice of Termination
to the Board of Directors. If the termination is for Good Reason, the Company shall be given thirty (30) days to cure the basis
claimed for Good Reason termination. If the basis for Good Reason termination is cured within such thirty (30) day period to the
reasonable satisfaction of the Executive, the Notice of Termination shall be deemed withdrawn. Except in event of termination for
Good Reason, such Notice of Termination shall be given by the Executive at least sixty (60) days in advance of the termination
of employment or such shorter time as the Board of Directors may allow.
(c) Termination by the Company
Other than for Good Cause. death or Disability or by the Executive for Good Reason. If (A) the Company shall terminate
the employment of the Executive during the Term other than for Good Cause, death or Disability, or (B) the Executive terminates
this Agreement for Good Reason, then the Executive shall be entitled to receive on the date of termination of this Agreement (subject
to delay of such payment in the event of a Dispute over whether a termination was for a Good Reason), and shall have a vested right
with respect thereto on the date of termination, the following:
(i) a severance payment of cash in an amount
equal to two year’s annualized Base Salary Amount plus Bonus Amount, in each case as in effect on the date of such termination,
divided by twelve and then multiplied by the number of months (and portion thereof) remaining to the end of the term hereof.
(d) Termination by the Company for Good
Cause Or Voluntary Termination by Executive Without Good Reason. For purposes of this Agreement, Good Cause shall mean
(i) fraud or embezzlement by the Executive against the Company or any of its Subsidiaries or Affiliates; (ii) conviction of the
Executive for a felony or a crime in the first degree or second degree as used in the Code of Criminal Justice of the State of
Florida or other criminal offense involving moral turpitude or dishonesty which reflects upon the Executive's ability to perform
her duties hereunder; (iii) habitual substance abuse or excessive absenteeism of the Executive not related to a Disability; or
(iv) commission by the Executive of a criminal act or other willful act in direct violation of a written directive of the Board
respecting her duties under this Agreement that in the reasonable judgment of the Board causes or will cause substantial economic
damage to the Company or its Subsidiaries after written notice (specifying the particulars thereof in reasonable detail) by the
Board, and reasonable opportunity to be heard are given to the Executive including her legal counsel by the Board, and the Executive
is given reasonable opportunity to cure such failure by the Board subject to the following sentence. In the event of clause (iv),
the Notice of Termination shall specify the actions required by the Executive to cure such breach as well as the time period in
which she is expected to take such corrective action where the Board of Directors reasonably determines in the case of clause (iv)
that a cure is reasonably possible, and the Executive shall be allowed to correct such situation during the period provided in
the Notice of Termination. In the event the Board of Directors determines that Executive has taken proper and satisfactory corrective
action during such period, the Executive shall not be then terminated for Good Cause and the Notice of Termination shall be deemed
withdrawn. For the purposes of determining whether Good Cause existed, any act or failure to act by the Executive which is done,
or omitted to be done, by her in good faith and with reasonable belief that her action or omission was in the best interests of
the Company shall not be deemed to be willful.
Subject to the right to Dispute, in the event of termination of this Agreement for
Good Cause or in the event of termination of this Agreement by the Executive without Good Reason all rights of Executive under
this Agreement shall terminate as of the date of such termination, except (A) for the right to receive salary, bonus and other
compensation and benefits that have accrued for periods prior to the date of such termination, (B) for those provisions of this
Agreement that survive the termination or expiration of this Agreement and (C) the Board shall determine within ten (10) days of
such termination, whether under the circumstances of the termination the Executive's right to receive any or all or any portion
of the following shall be forfeited: (i) any severance benefits. The Executive and her legal counsel shall be entitled to meet
with the Board prior to such determination. In the event only of termination by the Company for Good Cause or by the Executive
without Good Reason which determination of Good Cause or lack of Good Reason is not reversed by the Panel, any determination by
the Board regarding the receipt of any or all or any portion of the amounts described in the immediately preceding clauses (i)
and (ii) shall not be reviewable in arbitration or by any court.
(e) Definition of Good Reason.
For purposes of this Agreement, "Good Reason"
shall mean the occurrence of any of the events or conditions described in the subsections below except in connection with a termination
of the Executive by the Company for Good Cause, or by reason of the Executive's death or Disability.
(A) an adverse change, in the Executive's status,
title, position or responsibilities (including reporting responsibilities); the assignment to the Executive of any duties or responsibilities
which are inconsistent with her status, title or position; or any removal of the Executive from or failure to reappoint or re-elect
him to any of such offices or positions;
(B) [Reserved];
(C) any material breach by the Company of any
provision of this Agreement after opportunity to cure such breach by the Company as provided herein;
(D) any purported termination of the Executive's
employment for Good Cause by the Company which does not comply with the terms of this Agreement;
(E) Failure of the Company of any provision
of the Articles of Incorporation or By-laws which adversely change the scope of indemnification currently provided to the Executive;
(F) the failure of the Company to obtain an
agreement, satisfactory to the Executive, from any successors and assigns (including any successor to the Company's business whether
by merger, consolidation, transfer of all or substantially all assets, or otherwise) to assume and agree to perform this Agreement,
in accordance with the terms hereof.
(f) Termination by the Company upon Death
or Disability of the Executive. This Agreement shall terminate upon death of the Executive, and may, at the option of the
Company, be terminated by the Company, upon written notice to the Executive (or her personal representative), upon the Disability
of the Executive. Upon any such termination of this Agreement for Disability, the Executive shall no longer be entitled to receive
the Base Salary Amount or the Bonus with respect to any period after such termination. Upon the Executive’s death, the Executive’s
estate or her designated beneficiaries, as appropriate shall be entitled to receive within 30 days of her death the Base Salary
Amount earned and not yet paid prior to her death. Except as provided herein, after death or disability the Company shall have
no further liability to make payments to the Executive or her estate hereunder.
(g) Payment Terms. Payment of
any amounts to which the Executive shall be entitled pursuant to the provisions of this Section 8 shall be made on the earlier
of (i) ten (10) days following the termination of the Executive's employment and the expiration of any cure period except with
respect to amounts which are the subject of a Dispute and (ii) the last day of the Term of this Agreement as set forth in Section
2 hereof except with respect to amounts which are the subject of a Dispute. Any amount in Dispute shall be placed in escrow and
shall be paid within 14 days of resolution of said Dispute in final, non-appealable fashion. Any amounts payable pursuant to this
Section 8 which are not made when due within the period specified in this Section 8(g) shall bear interest at a rate equal to the
"prime rate" of interest as published from time-to-time in the Eastern Edition of The Wall Street Journal until paid
to Executive.
(h) Benefits. In the event the
Executive's employment with the Company is terminated for any reason prior to the end of the Term, the Executive and her dependents,
if any, will continue to participate in any group health plan sponsored by the Company in which the Executive was participating
on the date of such termination, for the remainder of the Term subject to payment by the Executive of normal employee contributions.
Thereafter, the Executive and her dependents, if any, shall be entitled to elect continuation of health coverage under Section
4980B of the Code, or any successor provisions thereto, to the extent permitted by applicable law, and subject to payment of applicable
contributions by Executive. In addition to any payments to which the Executive may be entitled upon termination of her employment
pursuant to any provision of this Agreement, the Executive shall be entitled to any benefits under any life insurance, pension,
supplemental pension, savings, or other employee benefit plan in which the Executive was participating on the date of any such
termination only in accordance with and to the extent provided by the terms of such plans upon termination of employment of participants.
(i) Dispute. In the event a party
hereto receives a Notice of Termination, such party within five (5) days of the receipt thereof may notify the party sending the
Notice of Termination that a Dispute exists; provided however that in the event of a cure period such five (5) day period shall
commence at the end of such cure period. In particular and subject to the cure period provision set forth in the first sentence
hereof, the Executive shall have five (5) days from the receipt of Notice of Termination to challenge whether or not Good Cause
or Disability existed by notifying the Company that he is submitting the Dispute to arbitration pursuant to Section 9. The Company
shall have thirty (30) days, subject to the cure period provision set forth in the first sentence hereof, from the receipt of a
Notice of Termination to challenge whether or not Good Reason existed by notifying the Executive that it is submitting the Dispute
to arbitration pursuant to Section 9. In the event the Panel appointed pursuant to Section 9 determines that the purported termination
by the Company for Good Cause or Disability or by the Executive for Good Reason was in fact without Good Cause or no Disability
was present or for Good Reason if by the Executive, the Executive shall retain all compensation paid to him during the Dispute
and be entitled to applicable severance benefits under Section 8. If a Dispute exists, and so long as the Term would not have expired
but for the purported termination and so long as he continues to participate in the prompt resolution of the Dispute the Executive
shall be entitled to receive her Base Salary Amount as provided under this Agreement pending resolution of the Dispute as provided
herein. In the event the Executive prevails in the Dispute, then he shall be entitled to receive any amounts to which he may be
entitled hereunder.
9. CONFIDENTIAL INFORMATION
Disclosure of Confidential Information.
(a) Definition of Confidential Information. For purposes of this
Agreement, “Confidential Information” means any information that is not generally known to the public that relates
to the existing or reasonably foreseeable business of the Company which has been expressly or implicitly protected by the Company
or which, from all of the circumstances, the Executive knows or has reason to know that the Company intends or expects the secrecy
of such information to be maintained. Confidential Information includes, but is not limited to, information contained in or relating
to the customer lists, account information, merchandising, selling, accounting, finances, know-how, trademarks, trade names, trade
practices, trade secrets and other proprietary information of the Company.
(b) Executive Shall Not Disclose Confidential Information. The Executive
will not, during the Term or following the termination of Executive’s employment with the Company, use, show, display, release,
discuss, communicate, divulge or otherwise disclose Confidential Information to any person, firm, corporation, association, or
other entity for any reason or purpose whatsoever, without the prior written consent or authorization of the Company.
(c) Scope. Executive’s covenant in Subsection 9(b) to not
disclose Confidential Information shall not apply to information which, at the time of such disclosure, may be obtained from sources
outside of the Company, its agents, lawyers or accountants, so long as those sources did not receive the information directly or
indirectly as the result of Executive’s action.
(d) Title. All documents or other tangible or intangible property
relating in any way to the business of the Company which are conceived or generated by Executive or come into Executive’s
possession during the employment period shall be and remain the exclusive property of the Company, and Executive agrees to return
all such documents, and tangible and intangible property, including, but not limited to, all records, manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, data, tables, magnetic tapes, computer disks, calculations or copies
thereof, which are the property of the Company or which relate in any way to the business, customers, products, practices or techniques
of the Company, and all other property of the Company, including, but not limited to, all documents which in whole or in part contain
any Confidential Information of the Company which in any of these cases in Executive’s possession or under Executive’s
control, to the Company upon the termination of Executive’s employment with the Company, or at such earlier time as the Company
may request him to do so.
(e) Compelled Disclosures. In the event a third party seeks to compel
disclosure of Confidential Information by the Executive by judicial or administrative process, the Executive shall promptly notify
the Board of the Company of such occurrence and furnish to such Board a copy of the demand, summons, subpoena or other process
served upon the Executive to compel such disclosure, and will permit the Company to assume, at its expense, but with the Executive’s
cooperation, defense if such disclosure demand. In the event that the Company refuses to contest such a third party disclosure
demand under judicial or administrative process, or a final judicial order is issued compelling disclosure of Confidential Information
by the Executive, the Executive shall be entitled to disclose such information in compliance with the terms of such administrative
or judicial process or order.
10. ARBITRATION
Except as otherwise provided herein, the parties
hereby agree that any Dispute or any breach, termination, or challenge to the validity of this Agreement, including without limitation,
Executive's challenge of a purported termination for Good Cause or Disability will be resolved pursuant to this Section. Within
seven (7) days of either party's written notice to the other of its desire to submit any Dispute or arbitrable matter as set forth
herein to arbitration, the parties will meet to attempt to amicably resolve their differences and, failing such resolution, either
or both of the parties may submit the matter to mandatory and binding arbitration with the Center for Public Resources ("CPR").
The issue(s) in dispute shall be settled by arbitration in accordance with the Center for Public Resources Rules for Non-Administered
Arbitration of Business Disputes, by a Panel of three arbitrators (the "Panel"). The only issue(s) to be determined by
the Panel will be those issues specifically submitted to the Panel. The Panel will not extend, modify or suspend any of the terms
of this Agreement. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §1-16, and judgment upon
the award rendered by the Panel may be entered by any court having jurisdiction thereof. A determination of the Panel shall be
by majority vote.
Promptly following receipt of the request for
arbitration, CPR shall convene the parties in person or by telephone to attempt to select the arbitrators by agreement of the parties.
The Company shall select one arbitrator and the Executive shall select one other arbitrator. These two arbitrators shall select
a third arbitrator. If these two arbitrators are unable to select the third arbitrator by mutual agreement, CPR shall submit to
the parties a list of not less than eleven (11) candidates. Such list shall include a brief statement of each candidate's qualifications.
Each party shall number the candidates in order of preference, shall note any objection they may have to any candidate, and shall
deliver the list so marked back to CPR. Any party failing without good cause to return the candidate list so marked within ten
(10) days after receipt shall be deemed to have assented to all candidates listed thereon. CPR shall designate the arbitrator willing
to serve for whom the parties collectively have indicated the highest preference and who does not appear to have a conflict of
interest. If a tie should result between two candidates, CPR may designate either candidate.
This agreement to arbitrate is specifically
enforceable. Judgment upon any award rendered by the Panel may be entered in any court having jurisdiction. The decision of the
Panel within the scope of the submission will be final and binding on all parties, and any right to judicial action on any matter
subject to arbitration hereunder hereby is waived (unless otherwise provided by applicable law), except suit to enforce this arbitration
award or in the event arbitration is not available for any reason. If the rules of the CPR differ from those of this Section 9,
the provisions of this Section 9 will control. The Company shall pay the costs of arbitration including the fees of the arbitrators.
11. WAIVER
No waiver of any provision of this Agreement
shall be effective and enforceable unless set forth in a written instrument executed by the parties hereto. No waiver of any provision
of this Agreement shall affect the validity or enforceability, or constitute a waiver of future enforcement, of such provision
or of any other provision of this Agreement.
12. GOVERNING LAW
This Agreement shall in all respects be subject
to, governed by and construed in accordance with the laws of the State of Florida.
13. SEVERABILITY
The invalidity or unenforceability of any provision
of this Agreement shall not in any manner whatsoever affect the validity or enforceability of any other provision hereof. Whenever
possible, this Agreement shall be construed to permit the full enforcement of each provision hereof, and any declaration of invalidity
or unenforceability with regard to any provision hereof shall be construed to minimize the effect of such declaration. The parties
agree in good faith to replace any provision which is found to be unenforceable with a provision which meets the intent of the
parties.
14. NOTICES
All notices required or permitted hereunder
shall be in writing and shall be sufficiently given if: (a) hand delivered (in which case the notice shall be effective upon delivery);
(b) emailed or telecopied, provided that in such case a copy of such notice shall be concurrently sent by registered or
certified mail, return receipt requested, postage prepaid (in which case the notice shall be effective one day following dispatch);
(c) delivered by Express Mail, UPS Next Day Air, Federal Express or other nationally recognized overnight courier service (in which
case the notice shall be effective one business day following dispatch); or (d) delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid (in which case the notice shall be effective upon receipt), to the parties at the
following addresses and/or telecopier numbers, or to such other address or number as a party shall specify by written notice to
the others in accordance with this Section.
If to the Company
Integrated Inpatient Solutions, Inc.
100 Linton Boulevard, Suite 213-B
Delray Beach, FL 33483
Attention: Board of Directors
Telephone: 561-276-3737
If to Executive
Osnah Bloom
c/o Integrated Inpatient Solutions, Inc.
100 Linton Boulevard, Suite 213-B
Delray Beach, FL 33483
Telephone: 561-276-3737
15. DEATH OR DISABILITY
In the event of the death or Disability of the
Executive, the Executive, her estate or her designated beneficiaries shall be entitled to the compensation, rights and benefits
as are referred to herein.
16. BINDING EFFECT
This Agreement together with any written amendments
hereto, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs
and personal representatives, including any successor to the Company's business whether by merger, consolidation, transfer of all
or substantially all assets, or otherwise. Except as otherwise provided in Section 14 hereof, this Agreement is not intended to
confer any rights or remedies upon any person or entity other than the Executive and the Company.
17. NO MITIGATION OF DAMAGES; NO SET-OFF
In the event of any termination of this Agreement
by either the Company or the Executive for any reason, the Executive shall not be required to seek comparable employment so as
to minimize any obligation of the Company to compensate the Executive for any damages that he may suffer by reason of such termination
or for any severance or other payment. No salary or other compensation received by the Executive in connection with any employment
of the Executive after termination of the Executive's employment with the Company will reduce any amounts payable under this Agreement
or any agreement entered into in connection herewith.
18. AMENDMENTS
No provision of this Agreement may be modified,
altered or amended except by written agreement executed by all of the parties hereto.
19. ENTIRE AGREEMENT
This Agreement is intended by the parties as
the final expression of their agreement and intended to be a complete and exclusive statement of the agreements and understandings
of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to the subject matter hereof.
20. HEADINGS
The various headings set forth in this Agreement
are inserted for reference purposes only and shall in no way effect the meaning or intent of any provision hereof.
21. INTERPRETATION
It is expressly agreed by the parties that the
authorship of this Agreement will have no bearing on its interpretation. Each of the parties hereto acknowledges and agrees that
the terms and provisions of this Agreement are fair and reasonable and that no such term or provision shall in any event be deemed
a penalty.
22. COUNTERPARTS
This Agreement may be executed in counterparts
each of which shall be deemed an original but all of which together shall constitute a single instrument.
23. DEFINITIONS. For purposes
of this Agreement the following terms shall have the meanings set forth below:
"Affiliate" of a Person shall
mean a corporation, limited liability company trust, or partnership, which, directly or indirectly, controls, is controlled by
or is under common control with such Person, and for purposes hereof, "control" shall mean the ownership of 20 % or more
of the Voting Stock of the corporation in question.
"Board of Directors" or "Board"
shall mean the Board of Directors of the Company as duly constituted from time to time.
"Chief Executive Officer or CEO shall
mean Osnah Bloom.
“Code" shall mean the Internal
Revenue Code of 1986, as amended, and the rules, regulations and interpretations issued thereunder.
"Contract Year" shall have
the meaning given such term in Section 2.
"Disability" shall mean the
inability of the Executive to perform her duties of employment for the Company, pursuant to the terms of this Agreement and by-laws
of the Company as hereinafter provided, because of physical or mental disability, where such disability shall have existed for
a period of more than 120 consecutive days or an aggregate of 180 days in any 365 day period, and if a long-term disability plan
is maintained by the Company for the benefit of the Executive, the Executive is entitled to receive long term disability payments
under a long term disability plan of the Company. The fact of whether or not a Disability exists hereunder shall be determined
by appropriate medical experts selected by the Board. The existence of a Disability means that, the Executive's mental and/or physical
condition substantially interferes with the Executive's performance of her duties for the Company, as specified in this Agreement.
"Dispute" shall mean (i) in
the case of termination of employment of the Executive with the Company by the Company for Disability or Good Cause, that the Executive
challenges the existence of Disability or Good Cause; (ii) in the case of termination of employment of the Executive with the Company
by the Executive for Good Reason, that the Company challenges the existence of Good Reason.
"Good Cause" shall have the
meaning given such term in Section 8(d).
"Good Reason" shall have the
meaning assigned to that term in Section 8(e).
"Notice of Termination" shall
mean a notice given by the Executive or the Company which shall indicate the specific basis for termination of employment of the
Executive and shall set forth in reasonable detail facts and circumstances claimed to provide a basis for determination of any
payments under this Agreement.
"Panel" shall have the meaning
given such term in Section 9.
"Person" shall mean any individual,
sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether Federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department thereof).
"Subsidiary" shall mean a corporation
of which more than 50% of the Voting Stock is owned, directly or indirectly, by the Company.
IN WITNESS WHEREOF, the Company by its duly authorized officer
and Executive in reliance on the representations and warranties herein has duly executed this Agreement as of the day and year
first written above.
INTEGRATED INPATIENT SOLUTIONS, INC. EXECUTIVE
| INTEGRATED INPATIENT SOLUTIONS, INC. |
|
EXECUTIVE |
| |
|
|
|
| By: |
/s/ Osnah Bloom |
|
/s/ Osnah Bloom |
| Name: Osnah Bloom |
|
|
| Title: Chairperson and Chief Executive Officer |
|
|
SCHEDULE A
Annual salary of $80,000 payable in twenty six (26) equal installments.
Executive shall also be eligible for a bonus payment at the end
of each twelve month period following commencement of this Agreement. Prior to the onset of each twelve month period, the non-employee
members of the Board of Directors shall establish revenue targets for Company or other metrics through which Executive may qualify
for a bonus payment. For the first twelve month period of this Agreement, the Board of Directors has set a gross revenue target
of $7,500,000. Bonuses shall be paid as follows:
| Gross Revenue Achieved by |
|
|
| Company during twelve months |
|
Aggregate |
| following execution of Agreement. |
|
Bonus |
| |
|
|
| $3,750,000 - $4,449,999 |
|
$40,000 |
| $4,500,000 - $5,249,999 |
|
$50,000 (i.e. $10,000 in addition to above) |
| $5,250,000 - $5,999,999 |
|
$60,000 (i.e. $10,000 in addition to above) |
| $6,000,000 - $6,749,999 |
|
$70,000 (i.e. $10,000 in addition to above) |
| $6,750,000 - $7,500,000 |
|
$80,000 (i.e. $10,000 in addition to above) |
| $7,500,001+ |
|
$100,000 (i.e. $20,000 in addition to above) |
Exhibit 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement")
is made and entered into as of the 26th day of August, 2014 by and between INTEGRATED INPATIENT SOLUTIONS, INC., a Florida
corporation (the "Company"), and BRADLEY SCOTT (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company has asked the Executive
to serve as Senior Vice President of Sales of the Company and;
WHEREAS, the parties are desirous of
entering into this Agreement in order to ensure the Company of the valuable services of the Executive pursuant to the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby mutually acknowledged, the parties hereby agree as follows:
1. EMPLOYMENT CONDITIONS
(a) Effective upon the commencement of the Term
hereof (as defined in Section 2), the Company hereby employs the Executive as Senior Vice President of Sales and the Executive
hereby accepts such employment, on the terms and conditions hereinafter set forth. As Senior Vice President of Sales the Executive
shall report only to the Chief Executive Officer and the Board of Directors of the Company, and shall have powers and authority
superior to those of any officer or employee of the Company or any Subsidiary thereof except those reserved to the Chief Executive
Officer and the Chairman of the Board by the Articles of Incorporation or Bylaws of the Company as in effect on the date of this
Agreement. It is the intent of the parties that the Executive shall perform services for the Company in accordance with the plans
and strategies developed by the Board of Directors.
2. TERM
| (a) | The term of the Executive's engagement hereunder shall be for two (2) years commencing as of the date of this Agreement (the
"Commencement Date") and shall terminate on the two year anniversary of the Commencement Date, unless renewed or extended
by mutual agreement of Executive and the Company’s Board of Directors or unless sooner terminated in accordance with the
terms hereof (the "Term"). |
| (b) | Notwithstanding anything to the contrary herein, Executive’s engagement hereunder shall be terminable with no further
obligation or liability of the Company in the event that the Company fails to achieve revenues of: (i) $7,500,000 by the date that
is twelve (12) months after the Commencement Date or (ii) $10,000,000 by the date that is eighteen (18) months after the Commencement
Date. |
3. DUTIES OF EXECUTIVE
| (a) | During the Term of this Agreement, the Executive shall devote substantially all his business time and attention to the best
efforts and affairs of the Company. |
| (b) | Executive will act as the Company’s Senior Vice President of Sales for the and perform such services and assume such
duties and responsibilities as are assigned to Executive by the Chief Executive Officer or the Board of the Company, which are
consistent with the position of Senior Vice President of Sales. |
| (c) | Notwithstanding Section 3(a) hereof, the Executive may serve on the board of directors of such other corporations, trade associations,
charitable organizations or other entities; provided, however, that such services or activities shall not conflict with the Executive's
duties to the Company. |
4. COMPENSATION
Subject to any other provision of this Agreement,
during the Term hereof, the Executive shall receive a base salary as described in Schedule A attached hereto. All salary payments
will be, less applicable withholding taxes and other deductions approved by the Executive or required by law in accordance with
the usual payroll practices of the Company.
5. EMPLOYEE BENEFITS
Commencing on the date that is twelve (12) months
following the Commencement Date, the Executive shall be entitled to Three (3) weeks of paid vacation during each subsequent twelve
month period. Executive shall also have the ability to carry over up to Two (2) weeks of unused vacation from one calendar year
to the next. Additionally, for each year of service following the initial twelve months following the Commencement Date, Executive
shall be entitled to One (1) additional paid vacation day up to an additional Three (3) weeks. In addition to the compensation
and other benefits provided for elsewhere in this Agreement, the Executive shall be reimbursed up to $350 per month for health
insurance for Executive and shall be reimbursed up to $250 per month for automobile expenses (gas, parking, tolls) incurred by
the Executive in the performance of his duties hereunder.
6. COUNSEL FEES AND INDEMNIFICATION
(a) In the event of a Dispute or arbitrable
matter under Section 9 hereof the Company shall pay, or reimburse to the Executive, all reasonable fees and costs of his legal
counsel incurred by the Executive; provided, however if the Executive does not prevail in a Dispute or arbitrable matter under
Section 9 hereof initiated by him, the Executive shall be responsible for the fees and cost of the Executive.
(b) The Company shall indemnify and hold harmless
the Executive as currently provided in the Company's Articles of Incorporation and By-laws. The rights of indemnification in the
Company’s current Articles of Incorporation and By-laws shall not be diminished by subsequent modification or amendment without
the approval of the Executive, except as such indemnification is modified as required by law.
(c) The provisions of this Section 6 shall survive
the termination or expiration of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY
The Company hereby represents and warrants to,
and agrees with, the Executive as follows:
(i) this Agreement, and each of the terms and
provisions hereof, including, without limitation the undertakings with respect to payment, indemnification set forth herein, do
not violate or conflict with (A) any provisions of the Articles of Incorporation or the Bylaws of the Company, (B) any agreement
by which the Company is bound, (C) any federal, state or local law, rule, or regulation or judicial order. This Agreement has been
duly and validly authorized, executed and delivered by the Company, and is a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms;
(ii) the Company has all power and authority (including,
without limitation all necessary governmental, judicial or other consents, approvals or authorizations) necessary to enter into
this Agreement and to perform its obligations hereunder and thereunder;
(iii) this Agreement and the employment of the Executive
by the Company have been approved by the Board of the Company; and
(iv) the Company has exercised reasonable diligence (including
consulting with outside counsel) in making the representations and warranties set forth herein and the Board of Directors has authorized
the Company to make the representations and warranties set forth herein.
8. TERMINATION
This Agreement may be terminated only as follows:
(a) Manner of Termination By the
Company. This Agreement may be terminated by the Company for Good Cause or Disability of the Executive, only upon a vote
of the Board of Directors at a meeting after 30 days' prior written notice to the Executive of such meeting contained in a Notice
of Termination and after the Executive (together with his legal counsel) has been given the opportunity to be heard before the
Board of Directors. Except in the event of termination for Good Cause, a Notice of Termination shall not provide for a date of
termination less than sixty (60) days from the date the Notice of Termination is given.
(b) Manner of Termination by the
Executive. The Executive may terminate this Agreement, except in the event of his death, only upon Notice of Termination
to the Board of Directors. If the termination is for Good Reason, the Company shall be given thirty (30) days to cure the basis
claimed for Good Reason termination. If the basis for Good Reason termination is cured within such thirty (30) day period to the
reasonable satisfaction of the Executive, the Notice of Termination shall be deemed withdrawn. Except in event of termination for
Good Reason, such Notice of Termination shall be given by the Executive at least sixty (60) days in advance of the termination
of employment or such shorter time as the Board of Directors may allow.
(c) Termination by the Company
Other than for Good Cause. death or Disability or by the Executive for Good Reason. If (A) the Company shall terminate
the employment of the Executive during the Term other than for Good Cause, death or Disability, or (B) the Executive terminates
this Agreement for Good Reason, then the Executive shall be entitled to receive on the date of termination of this Agreement (subject
to delay of such payment in the event of a Dispute over whether a termination was for a Good Reason), and shall have a vested right
with respect thereto on the date of termination, the following:
(i) a severance payment of cash in an amount
equal to two year’s annualized Base Salary Amount plus Bonus Amount, in each case as in effect on the date of such termination,
divided by twelve and then multiplied by the number of months (and portion thereof) remaining to the end of the term hereof.
(d) Termination by the Company for Good
Cause Or Voluntary Termination by Executive Without Good Reason. For purposes of this Agreement, Good Cause shall mean
(i) fraud or embezzlement by the Executive against the Company or any of its Subsidiaries or Affiliates; (ii) conviction of the
Executive for a felony or a crime in the first degree or second degree as used in the Code of Criminal Justice of the State of
Florida or other criminal offense involving moral turpitude or dishonesty which reflects upon the Executive's ability to perform
his duties hereunder; (iii) habitual substance abuse or excessive absenteeism of the Executive not related to a Disability; or
(iv) commission by the Executive of a criminal act or other willful act in direct violation of a written directive of the Board
respecting his duties under this Agreement that in the reasonable judgment of the Board causes or will cause substantial economic
damage to the Company or its Subsidiaries after written notice (specifying the particulars thereof in reasonable detail) by the
Board, and reasonable opportunity to be heard are given to the Executive including his legal counsel by the Board, and the Executive
is given reasonable opportunity to cure such failure by the Board subject to the following sentence. In the event of clause (iv),
the Notice of Termination shall specify the actions required by the Executive to cure such breach as well as the time period in
which she is expected to take such corrective action where the Board of Directors reasonably determines in the case of clause (iv)
that a cure is reasonably possible, and the Executive shall be allowed to correct such situation during the period provided in
the Notice of Termination. In the event the Board of Directors determines that Executive has taken proper and satisfactory corrective
action during such period, the Executive shall not be then terminated for Good Cause and the Notice of Termination shall be deemed
withdrawn. For the purposes of determining whether Good Cause existed, any act or failure to act by the Executive which is done,
or omitted to be done, by him in good faith and with reasonable belief that his action or omission was in the best interests of
the Company shall not be deemed to be willful.
Subject to the right to Dispute, in the event of termination of this Agreement for
Good Cause or in the event of termination of this Agreement by the Executive without Good Reason all rights of Executive under
this Agreement shall terminate as of the date of such termination, except (A) for the right to receive salary, bonus and other
compensation and benefits that have accrued for periods prior to the date of such termination, (B) for those provisions of this
Agreement that survive the termination or expiration of this Agreement and (C) the Board shall determine within ten (10) days of
such termination, whether under the circumstances of the termination the Executive's right to receive any or all or any portion
of the following shall be forfeited: (i) any severance benefits. The Executive and his legal counsel shall be entitled to meet
with the Board prior to such determination. In the event only of termination by the Company for Good Cause or by the Executive
without Good Reason which determination of Good Cause or lack of Good Reason is not reversed by the Panel, any determination by
the Board regarding the receipt of any or all or any portion of the amounts described in the immediately preceding clauses (i)
and (ii) shall not be reviewable in arbitration or by any court.
(e) Definition of Good Reason.
For purposes of this Agreement, "Good Reason"
shall mean the occurrence of any of the events or conditions described in the subsections below except in connection with a termination
of the Executive by the Company for Good Cause, or by reason of the Executive's death or Disability.
(A) an adverse change, in the Executive's status,
title, position or responsibilities (including reporting responsibilities); the assignment to the Executive of any duties or responsibilities
which are inconsistent with his status, title or position; or any removal of the Executive from or failure to reappoint or re-elect
him to any of such offices or positions;
(B) [Reserved];
(C) any material breach by the Company of any
provision of this Agreement after opportunity to cure such breach by the Company as provided herein;
(D) any purported termination of the Executive's
employment for Good Cause by the Company which does not comply with the terms of this Agreement;
(E) Failure of the Company of any provision
of the Articles of Incorporation or By-laws which adversely change the scope of indemnification currently provided to the Executive;
(F) the failure of the Company to obtain an
agreement, satisfactory to the Executive, from any successors and assigns (including any successor to the Company's business whether
by merger, consolidation, transfer of all or substantially all assets, or otherwise) to assume and agree to perform this Agreement,
in accordance with the terms hereof.
(f) Termination by the Company upon Death
or Disability of the Executive. This Agreement shall terminate upon death of the Executive, and may, at the option of the
Company, be terminated by the Company, upon written notice to the Executive (or his personal representative), upon the Disability
of the Executive. Upon any such termination of this Agreement for Disability, the Executive shall no longer be entitled to receive
the Base Salary Amount or the Bonus with respect to any period after such termination. Upon the Executive’s death, the Executive’s
estate or his designated beneficiaries, as appropriate shall be entitled to receive within 30 days of his death the Base Salary
Amount earned and not yet paid prior to his death. Except as provided herein, after death or disability the Company shall have
no further liability to make payments to the Executive or his estate hereunder.
(g) Payment Terms. Payment of
any amounts to which the Executive shall be entitled pursuant to the provisions of this Section 8 shall be made on the earlier
of (i) ten (10) days following the termination of the Executive's employment and the expiration of any cure period except with
respect to amounts which are the subject of a Dispute and (ii) the last day of the Term of this Agreement as set forth in Section
2 hereof except with respect to amounts which are the subject of a Dispute. Any amount in Dispute shall be placed in escrow and
shall be paid within 14 days of resolution of said Dispute in final, non-appealable fashion. Any amounts payable pursuant to this
Section 8 which are not made when due within the period specified in this Section 8(g) shall bear interest at a rate equal to the
"prime rate" of interest as published from time-to-time in the Eastern Edition of The Wall Street Journal until paid
to Executive.
(h) Benefits. In the event the
Executive's employment with the Company is terminated for any reason prior to the end of the Term, the Executive and his dependents,
if any, will continue to participate in any group health plan sponsored by the Company in which the Executive was participating
on the date of such termination, for the remainder of the Term subject to payment by the Executive of normal employee contributions.
Thereafter, the Executive and his dependents, if any, shall be entitled to elect continuation of health coverage under Section
4980B of the Code, or any successor provisions thereto, to the extent permitted by applicable law, and subject to payment of applicable
contributions by Executive. In addition to any payments to which the Executive may be entitled upon termination of his employment
pursuant to any provision of this Agreement, the Executive shall be entitled to any benefits under any life insurance, pension,
supplemental pension, savings, or other employee benefit plan in which the Executive was participating on the date of any such
termination only in accordance with and to the extent provided by the terms of such plans upon termination of employment of participants.
(i) Dispute. In the event a party
hereto receives a Notice of Termination, such party within five (5) days of the receipt thereof may notify the party sending the
Notice of Termination that a Dispute exists; provided however that in the event of a cure period such five (5) day period shall
commence at the end of such cure period. In particular and subject to the cure period provision set forth in the first sentence
hereof, the Executive shall have five (5) days from the receipt of Notice of Termination to challenge whether or not Good Cause
or Disability existed by notifying the Company that he is submitting the Dispute to arbitration pursuant to Section 9. The Company
shall have thirty (30) days, subject to the cure period provision set forth in the first sentence hereof, from the receipt of a
Notice of Termination to challenge whether or not Good Reason existed by notifying the Executive that it is submitting the Dispute
to arbitration pursuant to Section 9. In the event the Panel appointed pursuant to Section 9 determines that the purported termination
by the Company for Good Cause or Disability or by the Executive for Good Reason was in fact without Good Cause or no Disability
was present or for Good Reason if by the Executive, the Executive shall retain all compensation paid to him during the Dispute
and be entitled to applicable severance benefits under Section 8. If a Dispute exists, and so long as the Term would not have expired
but for the purported termination and so long as he continues to participate in the prompt resolution of the Dispute the Executive
shall be entitled to receive his Base Salary Amount as provided under this Agreement pending resolution of the Dispute as provided
herein. In the event the Executive prevails in the Dispute, then he shall be entitled to receive any amounts to which he may be
entitled hereunder.
9. CONFIDENTIAL INFORMATION
Disclosure of Confidential Information.
(a) Definition of Confidential Information. For purposes of this
Agreement, “Confidential Information” means any information that is not generally known to the public that relates
to the existing or reasonably foreseeable business of the Company which has been expressly or implicitly protected by the Company
or which, from all of the circumstances, the Executive knows or has reason to know that the Company intends or expects the secrecy
of such information to be maintained. Confidential Information includes, but is not limited to, information contained in or relating
to the customer lists, account information, merchandising, selling, accounting, finances, know-how, trademarks, trade names, trade
practices, trade secrets and other proprietary information of the Company.
(b) Executive Shall Not Disclose Confidential Information. The Executive
will not, during the Term or following the termination of Executive’s employment with the Company, use, show, display, release,
discuss, communicate, divulge or otherwise disclose Confidential Information to any person, firm, corporation, association, or
other entity for any reason or purpose whatsoever, without the prior written consent or authorization of the Company.
(c) Scope. Executive’s covenant in Subsection 9(b) to not
disclose Confidential Information shall not apply to information which, at the time of such disclosure, may be obtained from sources
outside of the Company, its agents, lawyers or accountants, so long as those sources did not receive the information directly or
indirectly as the result of Executive’s action.
(d) Title. All documents or other tangible or intangible property
relating in any way to the business of the Company which are conceived or generated by Executive or come into Executive’s
possession during the employment period shall be and remain the exclusive property of the Company, and Executive agrees to return
all such documents, and tangible and intangible property, including, but not limited to, all records, manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, data, tables, magnetic tapes, computer disks, calculations or copies
thereof, which are the property of the Company or which relate in any way to the business, customers, products, practices or techniques
of the Company, and all other property of the Company, including, but not limited to, all documents which in whole or in part contain
any Confidential Information of the Company which in any of these cases in Executive’s possession or under Executive’s
control, to the Company upon the termination of Executive’s employment with the Company, or at such earlier time as the Company
may request him to do so.
(e) Compelled Disclosures. In the event a third party seeks to compel
disclosure of Confidential Information by the Executive by judicial or administrative process, the Executive shall promptly notify
the Board of the Company of such occurrence and furnish to such Board a copy of the demand, summons, subpoena or other process
served upon the Executive to compel such disclosure, and will permit the Company to assume, at its expense, but with the Executive’s
cooperation, defense if such disclosure demand. In the event that the Company refuses to contest such a third party disclosure
demand under judicial or administrative process, or a final judicial order is issued compelling disclosure of Confidential Information
by the Executive, the Executive shall be entitled to disclose such information in compliance with the terms of such administrative
or judicial process or order.
10. ARBITRATION
Except as otherwise provided herein, the parties
hereby agree that any Dispute or any breach, termination, or challenge to the validity of this Agreement, including without limitation,
Executive's challenge of a purported termination for Good Cause or Disability will be resolved pursuant to this Section. Within
seven (7) days of either party's written notice to the other of its desire to submit any Dispute or arbitrable matter as set forth
herein to arbitration, the parties will meet to attempt to amicably resolve their differences and, failing such resolution, either
or both of the parties may submit the matter to mandatory and binding arbitration with the Center for Public Resources ("CPR").
The issue(s) in dispute shall be settled by arbitration in accordance with the Center for Public Resources Rules for Non-Administered
Arbitration of Business Disputes, by a Panel of three arbitrators (the "Panel"). The only issue(s) to be determined by
the Panel will be those issues specifically submitted to the Panel. The Panel will not extend, modify or suspend any of the terms
of this Agreement. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §1-16, and judgment upon
the award rendered by the Panel may be entered by any court having jurisdiction thereof. A determination of the Panel shall be
by majority vote.
Promptly following receipt of the request for
arbitration, CPR shall convene the parties in person or by telephone to attempt to select the arbitrators by agreement of the parties.
The Company shall select one arbitrator and the Executive shall select one other arbitrator. These two arbitrators shall select
a third arbitrator. If these two arbitrators are unable to select the third arbitrator by mutual agreement, CPR shall submit to
the parties a list of not less than eleven (11) candidates. Such list shall include a brief statement of each candidate's qualifications.
Each party shall number the candidates in order of preference, shall note any objection they may have to any candidate, and shall
deliver the list so marked back to CPR. Any party failing without good cause to return the candidate list so marked within ten
(10) days after receipt shall be deemed to have assented to all candidates listed thereon. CPR shall designate the arbitrator willing
to serve for whom the parties collectively have indicated the highest preference and who does not appear to have a conflict of
interest. If a tie should result between two candidates, CPR may designate either candidate.
This agreement to arbitrate is specifically
enforceable. Judgment upon any award rendered by the Panel may be entered in any court having jurisdiction. The decision of the
Panel within the scope of the submission will be final and binding on all parties, and any right to judicial action on any matter
subject to arbitration hereunder hereby is waived (unless otherwise provided by applicable law), except suit to enforce this arbitration
award or in the event arbitration is not available for any reason. If the rules of the CPR differ from those of this Section 9,
the provisions of this Section 9 will control. The Company shall pay the costs of arbitration including the fees of the arbitrators.
11. WAIVER
No waiver of any provision of this Agreement
shall be effective and enforceable unless set forth in a written instrument executed by the parties hereto. No waiver of any provision
of this Agreement shall affect the validity or enforceability, or constitute a waiver of future enforcement, of such provision
or of any other provision of this Agreement.
12. GOVERNING LAW
This Agreement shall in all respects be subject
to, governed by and construed in accordance with the laws of the State of Florida.
13. SEVERABILITY
The invalidity or unenforceability of any provision
of this Agreement shall not in any manner whatsoever affect the validity or enforceability of any other provision hereof. Whenever
possible, this Agreement shall be construed to permit the full enforcement of each provision hereof, and any declaration of invalidity
or unenforceability with regard to any provision hereof shall be construed to minimize the effect of such declaration. The parties
agree in good faith to replace any provision which is found to be unenforceable with a provision which meets the intent of the
parties.
14. NOTICES
All notices required or permitted hereunder
shall be in writing and shall be sufficiently given if: (a) hand delivered (in which case the notice shall be effective upon delivery);
(b) emailed or telecopied, provided that in such case a copy of such notice shall be concurrently sent by registered or
certified mail, return receipt requested, postage prepaid (in which case the notice shall be effective one day following dispatch);
(c) delivered by Express Mail, UPS Next Day Air, Federal Express or other nationally recognized overnight courier service (in which
case the notice shall be effective one business day following dispatch); or (d) delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid (in which case the notice shall be effective upon receipt), to the parties at the
following addresses and/or telecopier numbers, or to such other address or number as a party shall specify by written notice to
the others in accordance with this Section.
If to the Company
Integrated Inpatient Solutions, Inc.
100 Linton Boulevard, Suite 213-B
Delray Beach, FL 33483
Attention: Chief Executive Officer
Telephone: 561-276-3737
If to Executive
Bradley Scott
150 E. Robinson Street
Orlando, FL 32801
15. DEATH OR DISABILITY
In the event of the death or Disability of the
Executive, the Executive, his estate or his designated beneficiaries shall be entitled to the compensation, rights and benefits
as are referred to herein.
16. BINDING EFFECT
This Agreement together with any written amendments
hereto, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs
and personal representatives, including any successor to the Company's business whether by merger, consolidation, transfer of all
or substantially all assets, or otherwise. Except as otherwise provided in Section 14 hereof, this Agreement is not intended to
confer any rights or remedies upon any person or entity other than the Executive and the Company.
17. NO MITIGATION OF DAMAGES; NO SET-OFF
In the event of any termination of this Agreement
by either the Company or the Executive for any reason, the Executive shall not be required to seek comparable employment so as
to minimize any obligation of the Company to compensate the Executive for any damages that he may suffer by reason of such termination
or for any severance or other payment. No salary or other compensation received by the Executive in connection with any employment
of the Executive after termination of the Executive's employment with the Company will reduce any amounts payable under this Agreement
or any agreement entered into in connection herewith.
18. AMENDMENTS
No provision of this Agreement may be modified,
altered or amended except by written agreement executed by all of the parties hereto.
19. ENTIRE AGREEMENT
This Agreement is intended by the parties as
the final expression of their agreement and intended to be a complete and exclusive statement of the agreements and understandings
of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to the subject matter hereof.
20. HEADINGS
The various headings set forth in this Agreement
are inserted for reference purposes only and shall in no way effect the meaning or intent of any provision hereof.
21. INTERPRETATION
It is expressly agreed by the parties that the
authorship of this Agreement will have no bearing on its interpretation. Each of the parties hereto acknowledges and agrees that
the terms and provisions of this Agreement are fair and reasonable and that no such term or provision shall in any event be deemed
a penalty.
22. COUNTERPARTS
This Agreement may be executed in counterparts
each of which shall be deemed an original but all of which together shall constitute a single instrument.
23. DEFINITIONS. For purposes
of this Agreement the following terms shall have the meanings set forth below:
"Affiliate" of a Person shall
mean a corporation, limited liability company trust, or partnership, which, directly or indirectly, controls, is controlled by
or is under common control with such Person, and for purposes hereof, "control" shall mean the ownership of 20 % or more
of the Voting Stock of the corporation in question.
"Board of Directors" or "Board"
shall mean the Board of Directors of the Company as duly constituted from time to time.
“Chief Executive Officer” or
CEO shall mean Osnah Bloom.
“Code" shall mean the Internal
Revenue Code of 1986, as amended, and the rules, regulations and interpretations issued thereunder.
"Contract Year" shall have
the meaning given such term in Section 2.
"Disability" shall mean the
inability of the Executive to perform his duties of employment for the Company, pursuant to the terms of this Agreement and by-laws
of the Company as hereinafter provided, because of physical or mental disability, where such disability shall have existed for
a period of more than 120 consecutive days or an aggregate of 180 days in any 365 day period, and if a long-term disability plan
is maintained by the Company for the benefit of the Executive, the Executive is entitled to receive long term disability payments
under a long term disability plan of the Company. The fact of whether or not a Disability exists hereunder shall be determined
by appropriate medical experts selected by the Board. The existence of a Disability means that, the Executive's mental and/or physical
condition substantially interferes with the Executive's performance of his duties for the Company, as specified in this Agreement.
"Dispute" shall mean (i) in
the case of termination of employment of the Executive with the Company by the Company for Disability or Good Cause, that the Executive
challenges the existence of Disability or Good Cause; (ii) in the case of termination of employment of the Executive with the Company
by the Executive for Good Reason, that the Company challenges the existence of Good Reason.
"Good Cause" shall have the
meaning given such term in Section 8(d).
"Good Reason" shall have the
meaning assigned to that term in Section 8(e).
"Notice of Termination" shall
mean a notice given by the Executive or the Company which shall indicate the specific basis for termination of employment of the
Executive and shall set forth in reasonable detail facts and circumstances claimed to provide a basis for determination of any
payments under this Agreement.
"Panel" shall have the meaning
given such term in Section 9.
"Person" shall mean any individual,
sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether Federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department thereof).
"Subsidiary" shall mean a corporation
of which more than 50% of the Voting Stock is owned, directly or indirectly, by the Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURES APPEAR
ON IMMEDIATELY FOLLOWING PAGE.]
IN WITNESS WHEREOF, the Company by its duly authorized officer
and Executive in reliance on the representations and warranties herein has duly executed this Agreement as of the day and year
first written above.
INTEGRATED INPATIENT SOLUTIONS, INC. EXECUTIVE
| INTEGRATED INPATIENT SOLUTIONS, INC. |
|
EXECUTIVE |
| |
|
|
|
| By: |
/s/ Osnah Bloom |
|
/s/
Bradley Scott |
| Name: Osnah Bloom |
|
|
| Title: Chief Executive Officer |
|
|
SCHEDULE A
Annual salary of $80,000 payable in twenty six (26) equal installments.
Executive shall also be eligible for a bonus payment at the end
of each twelve month period following commencement of this Agreement. Prior to the onset of each twelve month period, the non-employee
members of the Board of Directors shall establish revenue targets for Company or other metrics through which Executive may qualify
for a bonus payment. For the first twelve month period of this Agreement, the Board of Directors has set a gross revenue target
of $7,500,000. Bonuses shall be paid as follows:
| Gross Revenue Achieved by |
|
|
| Company during twelve months |
|
Aggregate |
| following execution of Agreement. |
|
Bonus |
| |
|
|
| $3,750,000 - $4,449,999 |
|
$40,000 |
| $4,500,000 - $5,249,999 |
|
$50,000 (i.e. $10,000 in addition to above) |
| $5,250,000 - $5,999,999 |
|
$60,000 (i.e. $10,000 in addition to above) |
| $6,000,000 - $6,749,999 |
|
$70,000 (i.e. $10,000 in addition to above) |
| $6,750,000 - $7,500,000 |
|
$80,000 (i.e. $10,000 in addition to above) |
| $7,500,001+ |
|
$100,000 (i.e. $20,000 in addition to above) |
Exhibit
10.4
Voting Agreement
This
Voting Agreement (the “Agreement”) is made and entered into as of this 26th day of August, 2014, by and
among Integrated Inpatient Solutions, Inc., a Nevada corporation (the “Company”),
Osnah Bloom, an individual currently serving the Company as its Chief Executive Officer (the “Key Holder”),
Dominic Alto, an individual (“Alto”), and Bradley
Scott, an individual (“Scott”), and Josh M. Bloom, an individual
(“Bloom” and collectively with Alto and Scott, the “New Shareholders”). The New Shareholders
and the Key Holder are collectively referred to herein as the “Stockholders.” The Company, the Key Holder and
the New Shareholders are individually referred to herein as “Party” and are collectively referred to herein
as the “Parties.”
Recitals:
Concurrently with
the execution of this agreement, the Company and an entity owned fully by the New Shareholders are entering into a Share Exchange
Agreement (the “Exchange Agreement”) resulting in each of the New Shareholders receiving shares of the Company’s
Common Stock, and in connection with that agreement the Parties desire to provide the Key Holder and the New Shareholders with
the right, among other rights, to elect certain members of the board of directors of the Company (the “Board”)
as well as to address other matters, all as set forth in this Agreement.
Agreement:
Now,
Therefore, in consideration of the foregoing and the mutual promises contained herein, the Parties agree as follows:
Article
1. Voting Agreement.
Section 1.1 Board
Composition. Subject to the modification as set forth in Section 1.4, each Stockholder agrees to vote all of his, her or its
shares of voting securities in the Company, whether now owned or hereafter acquired or which such Stockholder may be empowered
to vote (together the “Shares”), from time to time and at all times, in whatever manner as shall be necessary
to ensure that, at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any
written consent of the stockholders, the following persons shall be elected to the Board:
(a)
one individual designated by Alto so long as he holds not fewer than 20,000,000 shares of Common Stock (as adjusted for
any stock splits, stock dividends, recapitalizations or the like), which individual shall initially be Alto;
(b)
one individual designated by Scott so long as he holds not fewer than 20,000,000 shares of Common Stock (as adjusted for
any stock splits, stock dividends, recapitalizations or the like), which individual shall initially be Scott;
(c)
one individual designated by Bloom so long as he holds not fewer than 4,500,000 shares of Common Stock (as adjusted for
any stock splits, stock dividends, recapitalizations or the like), which individual shall initially be Bloom; and
(d)
two individuals who are designated by the Key Holder as long as she holds not fewer than 20,000,000 shares of Common Stock
(as adjusted for any stock splits, stock dividends, recapitalizations or the like), which individuals shall initially be Osnah
Bloom and Billy A. Bloom.
Section 1.2 Size
of the Board. Each Stockholder agrees to vote all of his, her or its Shares, from time to time and at all times, in whatever
as manner shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors.
Section 1.3 Removal
of Board Members. Each Stockholder also agrees to vote all of his, her or its Shares from time to time and at all times in
whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 1.1 of this Agreement may be removed
from office other than for cause unless such removal is directed or approved by the person(s) or entity(ies) originally entitled
to designate or approve such director pursuant to Section 1.1 until such time as such person(s) or entity(ies) are no longer so
entitled to designate or approve such director; and (ii) any vacancies created by the resignation, removal or death of a director
elected pursuant to Section 1.1 shall be filled pursuant to the provisions of Section 1.1. All Stockholders agree to execute any
written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Party entitled
to designate directors to call a special meeting of stockholders for the purpose of electing directors.
Section 1.4 Modification
of Voting Obligations set forth herein. In the event that the Company fails to achieve gross revenue of: (a) $7,500,000 within
the twelve months following the date hereof or (b) $10,000,000 within the eighteen months following the date hereof, Key Holder
shall thereafter not be obligated to vote for Alto, Scott or Bloom pursuant to Section 1.1 hereof, but each of Alto, Scott
and Bloom shall continue to be obligated to vote for the Key Holder pursuant to Section 1.1 until such time as Key Holder voluntarily
resigns from the Company’s Board of Directors and each shall be obligated to vote their shares as directed by the Key Holder
regarding Amendments to the Company’s Articles of Incorporation or otherwise. The obligations set forth herein shall survive
any termination or expiration of this Agreement.
Article
2. Amendments to Articles
of Incorporation.
Each Stockholder
also agrees to vote all of his, her or its Shares from time to time and at all times in whatever manner as shall be necessary to
ensure that no amendments are made to the Company’s Articles of Incorporation unless such amendment is approved by both:
(i) the Key Holder and (ii) at least two of the three New Shareholders.
Article
3. Term.
This Agreement shall
be effective as of the date hereof and shall continue in effect until the date that is three (3) years after the date of this Agreement.
Article
4. Specific Enforcement.
Each Party acknowledges
and agrees that each Party would be irreparably damaged in the event any of the provisions of this Agreement are not performed
by the Parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company
and the Stockholders shall be entitled to seek an injunction to prevent breaches of this Agreement and to specific enforcement
of this Agreement and its terms and provisions in any action instituted in any court of the United States of America or any state
having subject matter jurisdiction, in addition to any other remedy to which the Parties may be entitled at law or in equity. Each
of the Parties hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in a state or Federal court sitting in the State of Florida, county of Palm Beach (the “Florida
Courts”), and not in any other state or federal court in the United States of America or any court in any other country,
(ii) consent to submit to the exclusive jurisdiction of the Florida Courts for purposes of any action or proceeding arising out
of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the
Florida Courts, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the
Florida Courts has been brought in an improper or inconvenient forum. EACH OF THE
PARTIES HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT
TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT
IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
Article
5. Miscellaneous.
Section 5.1 Transfers,
Successors and Assigns.
(a)
Subject to the last sentence of this Section 5.1(a), the terms and conditions of this Agreement shall inure to the benefit
of, be binding upon, and be enforceable by, the respective successors and assigns of the Parties. Nothing in this Agreement, express
or implied, is intended to confer upon any person or entity other than the Parties hereto or their respective successors and permitted
assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in
this Agreement. Notwithstanding anything to the contrary set forth herein, none of the New Shareholders, nor any permitted successor
or assign of any New Shareholder (each, an “Attempted Transferor”) may sell their shares or assign this Agreement
to any person or entity that is engaged (or whose affiliate(s) is engaged) in a business that competes with the Company or a New
Shareholder (other than the Attempted Transferor), without the consent of the Company or such New Shareholder, respectively (the
“Consenting Party”). For purposes of this Section 5.1(a), (i) the Consenting Party shall be deemed to have consented
to such assignment to a competitor of the Consenting Party unless the Consenting Party shall have provided written notice to the
Attempted Transferor of its objection to such proposed assignment within five (5) business days after the Consenting Party’s
receipt of written notice from the Attempted Transferor of its intention to assign its rights hereunder to a competitor of the
Consenting Party. If the Parties hereto are unable to resolve any dispute or disagreement among any of them regarding whether a
proposed assignee of this Agreement is engaged in a business that competes with the Consenting Party, the Parties promptly will
refer any disputed matter to a nationally recognized independent accounting or consulting firm with expertise on the subject matter
of the dispute. If the Parties are unable to agree on an accounting or consulting firm to resolve the dispute, then each Party
will designate a nationally recognized independent accounting or consulting firm with whom neither it nor any affiliate has any
current professional relationship, and the accounting or consulting firm to resolve the dispute will be chosen by lot. The Party
against whom the resolution of the dispute is ultimately determined by the independent accounting or consulting firm will pay the
fees and expenses of such firm. The designated accounting or consulting firm will act as a neutral and final arbitrator of the
disputed matter, and will be asked to issue a final decision on the disputed matter within fifteen (15) business days of the Parties’
submission of the matter to it.
(b)
Subject to the last sentence of Section 5.1(a), each transferee or assignee of the Shares subject to this Agreement shall
continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee
or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption
Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement
by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the
signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the Parties appoints the
Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under
the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or
issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this
Section 5.1. Each certificate representing the Shares subject to this Agreement if owned on, or issued on or after the date of,
this Agreement shall be endorsed by the Company with the legend set forth in Section 5.10.
Section 5.2 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without
regard to its principles of conflicts of laws.
Section 5.3 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section 5.4 Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
Section 5.5 Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, provided that such transmission shall be followed within two (2) business
days by notice given in accordance with subparagraph (a), (c), or (d), (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective
Parties at their address as set forth on the signature page or to such email address, facsimile number or address as subsequently
modified by written notice given in accordance with this Section 5.5. If notice is given to the Company, a copy shall also be sent
to The Law Office of James G. Dodrill II, P.A., 5800 Hamilton Way, Boca Raton, Florida 33496, Fax Number 561-892-7787; if notice
is given to Key Holder, a copy shall also be given to The Law Office of James G. Dodrill II, P.A.,, 5800 Hamilton Way, Boca Raton,
Florida 33496, Fax Number 561-892-7787if notice is given to Alto, a copy shall also be given to William C. Phillippi, P.A., Lubell
and Rosen LLC, 200 S. Andrews Avenue, Suite 900, Fort Lauderdale, Florida 33301, Fax: (954) 755-2993, if notice is given to Scott,
a copy shall also be given to Tiffanie Torvach, 106 Dogwood Place, Hendersonville, TN 37075 and if notice is given to Bloom, a
copy shall also be given to William C. Phillippi, P.A., Lubell and Rosen LLC, 200 S. Andrews Avenue, Suite 900, Fort Lauderdale,
Florida 33301, Fax: (954) 755-2993.
Section 5.6 Amendment.
This Agreement may be amended or modified and the observance of any term hereof may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument executed by (i) the Key Holder holding, and (ii)
two of the New Shareholders. Any amendment or waiver so effected shall be binding upon the Company, the New Shareholders, the Key
Holder and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder entered
into or approved such amendment or waiver. The Company shall give prompt writtenotice of any amendment or termination of this Agreement
or waiver hereunder to any Party that did not consent in writing to such amendment, termination or waiver. Any amendment, termination
or waiver effected in accordance with this Section 5.6 shall be binding on all Parties, even if they do not execute such consent.
No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such term, condition or provision.
Section 5.7 Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Section 5.8 Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach or default
of any other Party, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or
default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be
in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement
or by law or otherwise afforded to any Party, shall be cumulative and not alternative.
Section 5.9 Entire
Agreement. This Agreement (including the Exhibits hereto, if any), and the other transaction agreements described in the Exchange
Agreement to which each Party is a party constitute the full and entire understanding and agreement between the Parties with respect
to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the
parties is expressly canceled.
Section 5.10 Legend
on Share Certificates. Each certificate representing any Shares shall be endorsed by the Company with a legend reading substantially
as follows:
“THE SHARES EVIDENCED HEREBY
ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY
INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS
OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”
In the event that a party hereto sells such party’s Shares
into the public markets, it is agreed that the recipient of such Shares shall NOT be subject to the terms of this Agreement.
Section 5.11 Execution
by the Company. The Company, by its execution in the space provided below, agrees that it will cause the certificates evidencing
the shares of capital stock of the Company to bear the legend required by Section 5.10 of this Agreement, and it shall supply,
free of charge, a copy of this Agreement to any holder of a certificate evidencing shares of capital stock of the Company upon
written request from such holder to the Company at its principal office. The Parties to this Agreement do hereby agree that the
failure to cause the certificates evidencing the shares of capital stock of the Company to bear the legend required by Section
5.10 herein and the failure of the Company to supply, free of charge, a copy of this Agreement as provided under this Section 5.11
shall not affect the validity or enforcement of this Agreement.
Section 5.12 Stock
Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter
to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization,
reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth
in Section 5.10.
Section 5.13 Covenants
of the Company. The Company agrees to use its best efforts to ensure that the rights granted under this Agreement are effective
and that the Parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s
best efforts to cause the nomination and election of the director(s) as provided above. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but
will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all
such actions as may be necessary, appropriate or reasonably requested by any of the New Shareholders in order to protect the rights
of the Stockholders against impairment.
Section 5.14 Manner
of Voting; Grant of Proxy. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written
consent or in any other manner permitted by applicable law. Each Party hereby grants to the Secretary of the Company, in the event
that such Party or Parties fail to vote their Shares as required by this Agreement, a proxy coupled with an interest in all Shares,
beneficially owned by such Party, which proxy is irrevocable until this Agreement terminates pursuant to its terms or this Section
5.14 is amended in accordance with Section 5.6 of this Agreement to remove such grant of proxy.
Section 5.15 Costs
of Enforcement. If any Party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing
Party shall pay all costs and expenses incurred by the prevailing Party, including, without limitation, all reasonable attorneys’
fees.
Section 5.16 Spousal
Consent. If any Key Holder or New Shareholder is married on the date of this Agreement, such person’s spouse shall execute
and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”),
effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or
convey to the spouse any rights in such Key Holder’s or New Shareholder’s shares of capital stock that do not otherwise
exist by operation of law or the agreement of the parties. If any Key Holder or New Shareholder should marry or remarry subsequent
to the date of this Agreement, such person shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement
of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute
and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting
to the same.
[Signature
Page To Follow]
In
Witness Whereof, the Parties have executed this Voting Agreement as of the date first above written.
| New Shareholders: |
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Company: |
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| /s/ Dominic Alto |
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Integrated Inpatient Solutions, Inc. |
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| Dominic Alto |
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/s/ Osnah Bloom |
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| /s/ Bradley Scott |
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| Bradley Scott |
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Key Holder: |
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| /s/ Josh M. Bloom |
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| Josh M. Bloom |
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/s/ Osnah Bloom |
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Osnah Bloom |
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Exhibit A
Adoption Agreement
This
Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the “Transferee”)
pursuant to the terms of that certain Voting Agreement dated as of August 26, 2014 (the “Agreement”) by and
among Integrated Inpatient Solutions, Inc., a Florida corporation, and certain of
its Stockholders. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed
to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows:
Section 1. Acknowledgement.
Transferee acknowledges that Transferee is acquiring certain shares of the capital stock of the Company (the “Stock”),
subject to the terms and conditions of the Agreement.
Section 2. Agreement.
Transferee (i) agrees that the Stock acquired by Transferee shall be bound by and subject to the terms of the Agreement, and (ii)
hereby adopts the Agreement with the same force and effect as if Transferee were originally a Party thereto.
Section 3. Notice.
Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’s
signature below.
Executed
And Dated this [__] day of [________ __, 200_].
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“Transferee” |
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By: |
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Name and Title: |
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Address: |
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Fax: |
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Accepted and Agreed: |
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Integrated Inpatient Solutions, Inc. |
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By: |
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Name: |
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Title: |
Exhibit B
Consent of Spouse
I, [____________________],
spouse of [______________], acknowledge that I have read the Voting Agreement, dated as of August 26, 2014, to which this Consent
is attached as Exhibit B (the “Agreement”), and that I know the contents of the Agreement. I am aware
that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of the Company which my spouse
may own, including any interest I might have therein.
I hereby agree that
my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement
and further understand and agree that any community property interest I may have in such shares of capital stock of the Company
shall be similarly bound by the Agreement.
I am aware that the
legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional
guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the
Agreement carefully that I will waive such right.
| Dated: |
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[Name of Spouse, if any] |
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