1 EXHIBIT 3.4 3.4 SUBSCRIPTION AGREEMENT, REGULATION D, RULE 504 SUBSCRIPTION AGREEMENT HyperBaric Systems 1127 Harker Avenue Palo Alto, CA 94301 Gentlemen: 1. SUBSCRIPTION. The undersigned hereby applies to subscribe to __________ Shares of the...Subscription Agreement • December 8th, 1999 • Hyperbaric Systems
RECITALSStock Option Agreement • May 19th, 2003 • Human Biosystems Inc • Services-commercial physical & biological research • California
HUMAN BIOSYSTEMS SUBSCRIPTION AGREEMENT SIGNATURE PAGESubscription Agreement • July 28th, 2003 • Human Biosystems Inc • Services-commercial physical & biological research • California
Exhibit 4.6 FORM OF SUBSCRIPTION AGREEMENT HYPERBARIC SYSTEMS A California corporation This Subscription Agreement is made by and between HyperBaric Systems, a California corporation (the "Company") and ______________________, the undersigned...Subscription Agreement • January 30th, 2002 • Hyperbaric Systems • Services-commercial physical & biological research • California
RECITALSPurchase Agreement • December 8th, 1999 • Hyperbaric Systems • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2009 • San West, Inc • Services-commercial physical & biological research • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of December 18, 2009, by and between San West, Inc., a corporation organized under the laws of California, USA with its principal executive office at 10350 Mission Gorge Road, Santee, CA 92071 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • December 21st, 2009 • San West, Inc • Services-commercial physical & biological research • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of December 18, 2009 by and between San West, Inc., a California corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").
STOCK PURCHASE AGREEMENT Between HUMAN BIOSYSTEMS ("TARGET COMPANY") and LANGLEY PARK INVESTMENTS PLC July 29, 2004Stock Purchase Agreement • December 9th, 2004 • Human Biosystems Inc • Services-commercial physical & biological research • New York
EXHIBIT 3.1 (3) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS 3.1 STOCK PURCHASE AGREEMENT FOR FOUNDERS (COMMON STOCK) FEBRUARY 26, 1998 HyperBaric Systems c/o 1127 Harker Avenue Palo Alto, CA 94301 Gentlemen: The undersigned (herein referred to...Stock Purchase Agreement • December 8th, 1999 • Hyperbaric Systems • California
1 EXHIBIT 6.14 6.14 INDEMNIFICATION AGREEMENT - H. MASUDA INDEMNIFICATION AGREEMENT THIS AGREEMENT, is made and entered into this 2ND day of SEPTEMBER, 1999 between HYPERBARIC SYSTEMS, a California corporation ("CORPORATION"), and HARRY MASUDA...Indemnification Agreement • December 8th, 1999 • Hyperbaric Systems • California
WITNESSETH:Employment Agreement • January 25th, 2000 • Hyperbaric Systems • Services-commercial physical & biological research • California
EXHIBIT 99.04 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement"), dated as of July 23, 2002, is by and between Larry McCreary, M.D. (the "Purchaser") and HyperBaric Systems, a California corporation (the "Seller"), with respect...Stock Purchase Agreement • May 19th, 2003 • Human Biosystems Inc • Services-commercial physical & biological research • California
EXHIBIT 3.3 3.3 STOCK PURCHASE AGREEMENT - PRIVATE PLACEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the _______ day of _______ 19__, by and between HYPERBARIC SYSTEMS, a California corporation (the "Company"), and the...Stock Purchase Agreement • December 8th, 1999 • Hyperbaric Systems • California
RECITALSIndemnification Agreement • December 8th, 1999 • Hyperbaric Systems • California
RECITALSVoting Agreement • December 8th, 1999 • Hyperbaric Systems • California
FINANCIAL CONSULTING SERVICES AGREEMENT This Financial Consulting Services Agreement (the "Agreement") is entered this 24th day of January, 2001 by and between M. Blaine Riley, Randall Letcavage and Rosemary Nguyen ("Consultants"), individual's, and...Financial Consulting Services Agreement • February 9th, 2001 • Hyperbaric Systems • Services-commercial physical & biological research
WITNESSETH:Employment Agreement • December 8th, 1999 • Hyperbaric Systems • California
WITNESSETH:Employment Agreement • January 25th, 2000 • Hyperbaric Systems • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California
Registration Rights Agreement dated as of March 7, 2006 (this “Agreement”) by and between Human BioSystems, a California corporation, with principal executive offices located at 1127 Harker Avenue, Palo Alto, California 94301 (the “Company”), and La Jolla Cove Investors, Inc. (the “Holder”).
ContractConvertible Debenture Agreement • March 14th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California
Securities Purchase Agreement dated as of March 7, 2006 (this “Agreement”) by and between Human BioSystems, a California corporation, with principal executive offices located at 1127 Harker Avenue, Palo Alto, California 94301 (the “Company”), and La Jolla Cove Investors, Inc. (“Holder”).
EX 10-19 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of June 20, 2004 by and between Human BioSystems, a California corporation (the "Company"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership...Investment Agreement • August 13th, 2004 • Human Biosystems Inc • Services-commercial physical & biological research • Massachusetts
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • March 14th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California
THIS WARRANT TO PURCHASE COMMON STOCK is being issued pursuant to that certain Securities Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) between Human BioSystems, a California corporation (the “Company”) and La Jolla Cove Investors, Inc. (“Holder”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is entered into by and between HyperBaric Systems ("Company"), a California corporation, and Fernando Lopez, M.D. (the "Contractor"). 1. Engagement of Services. Contractor agrees...Independent Contractor Services Agreement • August 14th, 2000 • Hyperbaric Systems • Services-commercial physical & biological research • California
EX10-20 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of June 28, 2004, by and between Human BioSystems, a corporation organized under the laws of State of California, with its principal executive office at...Registration Rights Agreement • August 13th, 2004 • Human Biosystems Inc • Services-commercial physical & biological research • Massachusetts
HBS Letterhead] July 16, 2004 Dr. David Lucas 686 Los Palos Drive Lafayette, CA 94549 Re: Labor Dispute Settlement Terms This letter will serve as the agreement reached between Human BioSystems and David Lucas regarding the accrued salary owed to you...Labor Dispute Settlement Agreement • August 13th, 2004 • Human Biosystems Inc • Services-commercial physical & biological research
PLAN AND AGREEMENT OF TRIANGULAR MERGER BETWEEN HUMAN BIOSYSTEMS, HUMAN BIOSYSTEMS ACQUISITION COMPANY AND SAN WEST, INC.Merger Agreement • June 9th, 2009 • Human Biosystems Inc • Services-commercial physical & biological research • California
HUMAN BIOSYSTEMS, a California corporation (“Human BioSystems”), HUMAN BIOSYSTEMS ACQUISITION COMPANY, a Nevada corporation (the “Subsidiary”), and SAN WEST, INC., a Nevada corporation (“San West”), hereby agree as follows:
USA June 1, 1998 AGREEMENT ON ASSIGNMENT OF PATENT AND TECHNOLOGY IN CONSIDERATION OF RECEIVING 219,375 COMMON STOCK SHARES ISSUED ON FEBRUARY 26, 1998 and other good and valuable consideration, the receipt of which is hereby acknowledged, I hereby...Assignment of Patent and Technology • December 8th, 1999 • Hyperbaric Systems
Exhibit 10.01 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into on June 3, 2005, by and between Abernathy Mendelson & Associates ("AM&A"), a Turks and Caicos Island Limited Company, with its principal place of...Consulting Agreement • August 15th, 2005 • Human Biosystems Inc • Services-commercial physical & biological research • California
FORM]Stock Option Agreement • November 7th, 2003 • Human Biosystems Inc • Services-commercial physical & biological research • California
PROMISORRY NOTE ADDENDUM AND MODIFICATION AGREEMENTPromissory Note Addendum and Modification Agreement • January 13th, 2009 • Human Biosystems Inc • Services-commercial physical & biological research
THIS ADDENDUM AND MODIFICATION AGREEMENT (“Agreement”) is made effective this 2nd day of January 2009 (the “Effective Date”), by and among Human BioSystems, Inc. (the “Company”) and Dutchess Private Equities Fund, LP, its affiliates and designees (collectively, the “Holder”).
EX-99.02 April 6, 2004 Mr. Harry Masuda Chief Executive Officer Human BioSystems 1127 Harker Avenue Palo Alto, California 94301 Re: Agreement to Accept Common Stock in Reduction of Debt Dear Harry: Pursuant to discussions between us, Human Biosystems,...Agreement to Accept Common Stock in Reduction of Debt • May 14th, 2004 • Human Biosystems Inc • Services-commercial physical & biological research
LOAN AGREEMENTLoan Agreement • November 3rd, 2004 • Human Biosystems Inc • Services-commercial physical & biological research • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 29th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of September 1, 2006 (the “Effective Date”), by and among EXL III GROUP CORPORATION, a California corporation (“EXL”), HUMAN BIOSYSTEMS, a California corporation (“HBS”) and HBS BIOENERGY, a California corporation (“HBS Bio”). Certain capitalized terms used in this Agreement are defined in Exhibit A hereto.
ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENTConvertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement • March 14th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research
This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement (“Addendum”) is entered into as of the 7th day of March 2006 by and between Human BioSystems, Inc., Inc., a California corporation (“Human”), and La Jolla Cove Investors, Inc., a California corporation (“LJCI”).
