MEDCARE TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June 20, 1997, by and among Medcare Technologies, Inc., a Delaware corporation (the "Company"), Swartz Investments, LLC, a...Registration Rights Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Delaware
RecitalsEscrow Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Georgia
EXHIBIT 6: ACQUISITION AGREEMENT FOR ASSETS OF MEDCARE CORPORATIONAcquisition Agreement • October 27th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
RECITALSEscrow Agreement • May 24th, 1999 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
RECITALS --------Employment Agreement • August 18th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
C. The Buyers wish to purchase, upon the terms and conditions stated in this Agreement, initially (i) an aggregate of 400 shares of the Preferred Stock (the "Initial Preferred Shares") in the respective amounts set forth opposite each Buyer's name on...Securities Purchase Agreement • May 24th, 1999 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
Exhibit 10X Hewlett-Packard Financing Agreement No. MA Financing Agreement ------------------------- Lessee RxSheets.com & MedCare Technologies, Inc. ----------------------------------------- Lessor hereby agrees to finance for Lessee and Lessee...Financing Agreement • August 14th, 2000 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • California
MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN...Subscription Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Delaware
EXHIBIT A EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June 26, 1997, is between MedCare Technologies, Inc., a Delaware corporation (the "Company"), and Jeff Aronin ("Executive"). RECITALS A. The...Employment Agreement • October 14th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
MEDCARE TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June 20, 1997, by and among Medcare Technologies, Inc., a Delaware corporation (the "Company"), Swartz Investments, LLC, a...Registration Rights Agreement • June 23rd, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Delaware
Exhibit C REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 18, 1999, by and among MEDCARE TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 1515 West 22/nd/ Street, Suite 1210, Oak...Registration Rights Agreement • May 24th, 1999 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
RecitalsSubscription Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
WARRANT TO PURCHASE COMMON STOCK OF MEDCARE TECHNOLOGIES, INC.Warrant Agreement • November 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
Warrant to Purchase Common Stock of MEDCARE TECHNOLOGIES, INC.Warrant Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
CERES VENTURES, INC. FORM OF SERIES E STOCK PURCHASE WARRANTSecurity Agreement • August 14th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
This Warrant is being issued to Holder in connection with the Debt Restructuring Agreement (the entered into as of even date as this Warrant by and between the Company and Holder.
EXHIBIT 3: PLAN OF MERGER WITH MULTI-SPECTRUM GROUP AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MULTI-SPECTRUM GROUP, INC. AND SANTA LUCIA FUNDING, INC.Merger Agreement • January 17th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Utah
PHYTOMEDICAL TECHNOLOGIES, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 2nd, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between PhytoMedical Technologies, Inc., a Nevada corporation (the “Company”), and the following employee of the Company (“Optionee”):
SECURITIES REPURCHASE AGREEMENT MEDCARE TECHNOLOGIES, INC. ("Buyer"), and the undersigned stockholder ("Seller"), hereby enter into and agree as provided in this Securities Repurchase Agreement dated as of November 29, 2000 (the "Agreement"): 1....Securities Repurchase Agreement • December 6th, 2000 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
EXHIBIT 3:Merger Agreement • October 27th, 1997 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Utah
PHYTOMEDICAL TECHNOLOGIES, INC. Suite 216 – 1628 West 1st Avenue Vancouver, BC, V6J 1G1Employment Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York
RECITALSProgram Management Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN...Subscription Agreement • June 23rd, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Delaware
MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D ("REGULATION "D") PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES REVIEWED OR DETERS THE ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SEC
Warrant to Purchase Series A Preferred Stock of MEDCARE TECHNOLOGIES, INC.Warrant Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
ContractMerger Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 29, 2011, is among, Ceres Ventures, Inc., a Nevada corporation (“Parent”), Ceres Ventures Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and BluFlow Technologies, Inc., a Delaware corporation (the “Company”) (each a “Party,” and collectively, the “Parties”).
PhytoMedical Technologies, Inc. Princeton, NJ 08540Interim Executive-Services Agreement • June 4th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York
This letter sets forth the terms and conditions of your Contract Interim Executive-Services Agreement (the “Agreement”) with Phytomedical Technologies, Inc. (the “Company").
MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN...Subscription Agreement • April 15th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec • Delaware
MEDCARE TECHNOLOGIES, INC. REGULATION D SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D ("REGULATION "D") PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES REVIEWED OR DETERS THE ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SEC
PHYTOMEDICAL TECHNOLOGIES, INC.Employment Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York
This letter sets forth the terms and conditions of your continued employment by PhytoMedical Technologies, Inc. (the “Company”). For the purposes of this
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • May 31st, 2007 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Illinois
MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of May 29, 2007, by and between PHYTOMEDICAL TECHNOLOGIES, INC., a Nevada corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).
ContractNonstatutory Stock Option Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of March 15, 2010, by and between PhytoMedical Technologies, Inc. a Nevada corporation (the “Company”) having an address at 100 Overlook Drive, 2nd Floor, Princeton, New Jersey 08540, and Raymond Krauss (“Optionee”):
RecitalsRegulation D Securities Subscription Agreement • August 19th, 1998 • Medcare Technologies Inc • Services-specialty outpatient facilities, nec
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Securities Agreement • January 5th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______ (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2012 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ceres Ventures, Inc., a Nevada corporation (the “Company”), up to____ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LICENSE AGREEMENT BETWEEN THE IOWA STATE UNIVERSITY RESEARCH FOUNDATION AND POLYPHENOL TECHNOLOGIES CORPORATIONLicense Agreement • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • Iowa
This draft is dated April 27, 2006, and is solely for purposes of negotiation. No contract shall exist until a final, written agreement is signed by an authorized representative of ISURF and an authorized representative of Licensee. This draft shall expire on May 27, 2006
ContractPromissory Note • April 26th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec
AMENDMENT NO. 1 TO PROMISSORY NOTE dated as of April 12, 2010 (this “Amendment”), among PHYTOMEDICAL TECHNOLOGIES, INC, a Nevada corporation (the “Borrower”) and Harmel S. Rayat (“Holder”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 28th, 2010 • Phytomedical Technologies Inc • Services-specialty outpatient facilities, nec • New York
SHARE EXCHANGE AGREEMENT, dated as of October 22, 2010 (this "Agreement) by and among STANDARD GOLD CORP., a Nevada corporation (' Standard Gold ), PHYTOMEDICAL TECHNOLOGIES, INC., a Nevada corporation (the "Company") and the persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Standard Gold (the "Standard Gold Stockholders"). WHEREAS, on October 22, 2010, the Board of Directors of the Company adopted resolutions approving the Company's acquisition of shares of Standard Gold by means of a share exchange with the Standard Gold Stockholders, upon the terms and conditions hereinafter set forth in this Agreement; and WHEREAS, the aggregate number of shares of Standard Gold common stock, par value $0.0001 per share (the "Standard Gold Common Stock") owned by the Standard Gold Stockholders set forth on Exhibit A constitute 100% of the issued and outstanding securities of Standard Gold, on a fully diluted basis (collectively,
CERES VENTURES, INC. FORM OF SERIES D WARRANTSecurities Agreement • August 14th, 2012 • Ceres Ventures, Inc. • Services-specialty outpatient facilities, nec • New York
Ceres Ventures, Inc., a Nevada corporation (the “Company”), hereby certifies that _______________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “Issuance Date”), up to and through 12:01a.m. (EST) December 31, 2013 (the “Termination Date”) up to __________ shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, par value $0.00001 (the “Common Stock”), at an exercise price per Share as further defined below (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
