RECITALSStock Purchase Agreement • May 11th, 1999 • American Alliance Corp • Arizona
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2009 • Entheos Technologies Inc • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _____________________ between Entheos Technologies, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Subscriber” and, collectively, the “Subscribers”).
SERIES B COMMON STOCK PURCHASE WARRANT ENTHEOS TECHNOLOGIES, INC.Entheos Technologies Inc • March 11th, 2009 • Services-business services, nec
Holder’s Restrictions. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant b
Form of Series I Common Stock WarrantRenovaCare, Inc. • November 30th, 2018 • Surgical & medical instruments & apparatus • New York
NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.
ESCROW AGREEMENT This Escrow Agreement, ("Agreement"), dated as of among American Alliance, Inc., a Nevada corporation with corporate offices located at 311-15 Wertheim Court, Richmond Hill, Ontario, Canada ("CompanyA"); 1Soft Corporation, an Oregon...Escrow Agreement • May 11th, 1999 • American Alliance Corp • Arizona
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • October 24th, 2008 • Entheos Technologies Inc • Services-business services, nec • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Entheos Technologies, Inc., a Nevada corporation (the “Company”), and the following Director of the Company (“Optionee”):
ContractNonstatutory Stock Option Agreement • June 26th, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of [•], by and between Janus Resources, Inc., a Nevada corporation (the “Company”), and [•] (“Recipient”):
Subscription AgreementSubscription Agreement • March 11th, 2009 • Entheos Technologies Inc • Services-business services, nec • Nevada
WHEREAS, the Company is offering on a no minimum basis (the “Offering”) up to an aggregate of 8,000,000 units (the “Offered Units”) at a price of US $0.50 per Offered Unit or $4,000,000 in the aggregate; each Offered Unit consists of one (1) share (the “Unit Shares”) of the Company’s common stock, $0.00001 par value per share, one (1) Series A Non-redeemable Warrant (in the form of Exhibit A hereto) to purchase a share of common stock at $0.60 per share for a period of 18 months from the date of issuance (the “Series A Warrants”) and one (1) Series B Non-redeemable Warrant (in the form of Exhibit B hereto) to purchase a share of common stock at $0.75 per share for a period of 24 months from the date of issuance (the “Series B Warrants”) ;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2013 • Janus Resources, Inc. • Oil & gas field exploration services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2013, between Janus Resources, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Kalen Capital Corporation, a corporation organized under the laws of the Province of Alberta, Canada (“Investor”). Company and Investor may hereinafter be referred to individually as a “Party” and collectively as, the “Parties.”
Subscription AgreementSubscription Agreement • July 24th, 2017 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • New York
Renovacare, inc. Executive Services CONSULTING AGREEMENTConsulting Agreement • August 21st, 2019 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • Nevada
This Executive Services Consulting Agreement (this “Agreement”) is dated August 15, 2019, by and between RenovaCare, Inc., a Nevada corporation (the “Company”), and Robin Robinson, Ph.D., an individual having his place of business at 20419 Peach Tree Road, Dickerson, MD 20842 (“Consultant”).
Loan AgreementLoan Agreement • March 14th, 2017 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AGREEMENT is dated as of March 9, 2017, by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and [****] (“Creditor”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 27th, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) by and among Janus Resources, Inc., a Nevada corporation (the “Parent”), Janus Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Parent (“Buyer”) and Jörg Gerlach, MD, PhD, an individual having a place of residence at [•] (the “Seller”), is entered into as of June 21, 2013. The Parent, the Buyer and the Seller together may be referred to herein as the “Parties” and each of them may be referred to herein as a “Party.”
LEEXUS OIL L.L.C. PARTICIPATION AGREEMENTEntheos Technologies Inc • October 24th, 2008 • Services-business services, nec • Texas
This will confirm the agreement made and entered into this 9th , day, of September, 2008, by and between the undersigned, LEEXUS OIL L.L.C., hereinafter called (“LEEXUS OIL”), and you, hereinafter called (“PARTICIPANT (Non-Operator”), relating to the captioned wells and respective oil and gas leases, hereinafter called (“WELLS”).
LEEXUS OIL L.L.C. PARTICIPATION AGREEMENTEntheos Technologies Inc • March 11th, 2009 • Services-business services, nec • Texas
This will confirm the agreement made and entered into this 9th , day, of September, 2008, by and between the undersigned, LEEXUS OIL L.L.C., hereinafter called (“LEEXUS OIL”), and you, hereinafter called (“PARTICIPANT (Non-Operator”), relating to the captioned wells and respective oil and gas leases, hereinafter called (“WELLS”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2020 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • New Jersey
Y = the number of the vested Option Shares purchasable under this Stock Option or if only a portion of this Stock Option is being exercise, the portion being exercised.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 7th, 2014 • Janus Resources, Inc. • Oil & gas field exploration services • New York
Stock Purchase Agreement (the “Agreement”), dated as of December 31, 2013, by and among Janus Resources, Inc., a corporation organized under the laws of the State of Nevada (the “Seller”), Fostung Resources Ltd., a corporation organized under the laws of Ontario, Canada and a wholly owned subsidiary of the Seller (“Fostung”) and Duke Mountain Resources, Inc., a corporation organized under the laws of the State of Nevada (the “Purchaser”). The Seller, Fostung and the Purchaser are sometimes collectively herein referred to as the “Parties” and individually as a “Party.”
JANUS RESOURCES, INC. SERIES A COMMON STOCK PURCHASE WARRANTAsset Purchase Agreement • November 21st, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
All determinations and calculations with respect to the satisfaction of the conditions to the vesting of any of the foregoing Shares shall be made by the Board of Directors of the Company or any committee thereof to which the Board of Directors has delegated such authority, in good faith in accordance with applicable law, the Articles of Incorporation and By-laws of the Company, in its sole discretion, and shall be final, conclusive and binding on all persons, including Holder, its permitted transferees, and the personal representative of its estate.
ContractNonstatutory Stock Option Agreement • April 7th, 2014 • RenovaCare, Inc. • Oil & gas field exploration services • New York
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of April 1, 2014, by and between RenovaCare, Inc. a Nevada corporation (the “Company”), and Patsy Trisler (“Recipient”):
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
This Employment Agreement is dated as of June 20, 2013, by and between Janus Resources, Inc., a Nevada corporation (the “Company”) and Rhonda B. Rosen, an individual residing in the State of New Jersey (the “Executive”).
Finder’s Agreement’s Agreement • August 14th, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
THIS FINDER’S AGREEMENT (this “Agreement”) is entered into as of August 13, 2013, by and between Janus Resources, Inc. (the “Company”), a Nevada corporation and Vector Asset Management, Inc. (“Finder”), a British Columbia corporation.
Subscription AgreementSubscription Agreement • June 10th, 2015 • RenovaCare, Inc. • Oil & gas field exploration services • New York
This Subscription Agreement (this “Agreement”) is entered into by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (the “Company”) and the subscriber whose name is set forth on the signature pages affixed hereto (the “Subscriber”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2017 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Purchase Agreement”) is entered into by and between Renovacare, Inc., a Nevada corporation (the “Company”) and the subscriber whose name is set forth on the signature pages affixed hereto (the “Subscriber”) is dated as of October 16, 2017.
ContractFirst • March 13th, 2018 • RenovaCare, Inc. • Surgical & medical instruments & apparatus
This FIRST AMENDMENT dated January 29, 2018 (this “Amendment”) to the Loan Agreement dated February 23, 2017 (the “Loan agreement”) by and between RENOVACARE, Inc., a Nevada corporation (the “Borrower”) and Kalen Capital Corporation (“Creditor”). All Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Loan Agreement.
ContractAsset Purchase Agreement • September 15th, 2014 • RenovaCare, Inc. • Oil & gas field exploration services
This Post-Closing Amendment to the Asset Purchase Agreement (the “Agreement”) is entered into as of September 9, 2014, and by and among RenovaCare, Inc., a Nevada corporation (the “Parent”), RenovaCare Sciences Corp., a Nevada corporation and wholly owned subsidiary of the Parent (the “Buyer”) and Jörg Gerlach, MD, PhD, an individual having a place of residence at [•] (the “Seller”). The Parent, the Buyer and the Seller together may be referred to herein as the “Parties” and each of them may be referred to herein as a “Party.” All other capitalized terms used herein and not otherwise defined have the meaning ascribed thereto in the Original APA (as defined below).
Amendment to Loan AgreementLoan Agreement • March 14th, 2017 • RenovaCare, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LOAN AGREEMENT is dated as of March 9, 2017 (this “Amendment”), by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and Joseph Sierchio, a resident of the State of New York (“Creditor”).
PURSUANT TO ITEM 601(B)(2)(II) OF REGULATION S-K, CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AS [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Research and Collaboration Agreement • February 3rd, 2022 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • New York
Research and Collaboration Agreement is made as of the 28 day of January, 2022 (the “Effective Date”) by and between RenovaCare Inc, a Nevada corporation, having an executive office is at 9375 E. Shea Blvd., Suite 107-A, Scottsdale, AZ 85260 (USA) (the “RCAR”) and HistoCell S.L., a regenerative medicine company, having offices at Parque Tecnologico 801. 2nd Floor, 48160 – Derio (Bezkaia) Spain, (“HistoCell”) (this “Agreement”); each of RCAR and HistoCell are also referred to individually herein as a “Party” or collectively as the “Parties.”
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEFirst Amendment • March 13th, 2018 • RenovaCare, Inc. • Surgical & medical instruments & apparatus
WHEREAS, pursuant to the Loan Agreement the Borrower delivered the Promissory Note in the aggregate principal amount of SEVEN HUNDRED THOUSAND DOLLARS ($700,000) which was due and payable on December 31, 2017 (the “Maturity Date”).
Stock Option Agreement Pursuant to RenovaCare, Inc.’s 2013 Long Term Incentive PlanStock Option Agreement • November 13th, 2020 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • Nevada
Y = the number of the vested Option Shares purchasable under this Option or if only a portion of this Option is being exercise, the portion being exercised;
CERTAIN INFORMATION IN THIS EXHIBIT MARKED [****] HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Research and Development Agreement • July 7th, 2020 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • Nevada
Strategic Research And Development Agreement (this “Strategic R & D Agreement”) dated July 1, 2020 (the “Effective Date”) by and between RENOVACARE, INC., a Nevada corporation (the “Company”), and STEMCELL SYSTEMS GmbH (“SCS”). The Company and SCS are sometimes collectively herein referred to as the “Parties” and individually as a “Party.”
JOINT VENTURE AGREEMENT This Joint Venture Agreement dated March 18, 1999 is made in two original copies between (1) Hollinger Digital, Inc, ("HDI") and (2) American Alliance, Inc. ("AMRE") RECITALS A. HDI is the operator of "ukmax.com", a United...Joint Venture Agreement • August 9th, 1999 • Whatsonline Com Inc • Services-business services, nec
STOCK OPTION AGREEMENT Under the RenovaCare, Inc. 2013 Long Term Incentive PlanStock Option Agreement • May 29th, 2020 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • Nevada
Y = the number of the vested Option Shares purchasable under this Stock Option or if only a portion of this Stock Option is being exercise, the portion being exercised.
Amendment to Loan AgreementLoan Agreement • March 14th, 2017 • RenovaCare, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LOAN AGREEMENT is dated as of March 9, 2017 (this “Amendment”), by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and Kalen Capital Corporation, a corporation organized under the laws of Alberta, Canada (“Creditor”).
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • June 25th, 2018 • RenovaCare, Inc. • Surgical & medical instruments & apparatus • Nevada
THIS AT-WILL EXECUTIVE CONSULTING AGREEMENT (this “Agreement”), dated as of June 22, 2018, and effective as of June 11, 2018 (the “Effective Date”), is entered into by and between RenovaCare, Inc. (the “Company”), and Vector Asset Management, Inc., a British Columbia, Canada corporation (“Consultant”). The Company and the Consultant are sometimes collectively referred to as the “Parties” and individually as a “Party” or “Executive”.
ASSIGNMENT AGREEMENTAssignment Agreement • May 15th, 2013 • Janus Resources, Inc. • Oil & gas field exploration services • New York
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of February 18, 2013, by and between Janus Resources, Inc. (formerly Entheos Technologies, Inc.) (“Janus”) a Nevada corporation with a principal place of business located at 430 Park Avenue, New York, New York 10022 and Leexus Oil LLC (“Leexus”) a Texas limited liability corporation with a principal place of business located at P.O. Box 726, Giddings, Texas 78942. Assignor and Assignee may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
