INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 28, 2006, by and among NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation (the "COMPANY"), and the undersigned investors listed on...Registration Rights Agreement • August 8th, 2006 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
BACKGROUNDEscrow Agreement • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 28, 2006, by and among NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 45 Rockefeller Plaza, Suite 2000, New York,...Securities Purchase Agreement • August 8th, 2006 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of July 28, 2006, by and between NANOSCIENCE TECHNOLOGIES, INC. a Nevada corporation with its principal place of business located at 45 Rockefeller...Security Agreement • August 8th, 2006 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
RECITALS:Termination Agreement • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 4.02 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of December 14, 2005, by and between NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation (the...Security Agreement • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS July 28, 2006 Interstate Transfer Company 6084 South 900 East, Suite 101 Salt Lake City, Utah 84121 Attention: Janice Patterson RE: NANOSCIENCE TECHNOLOGIES, INC. Ladies and Gentlemen: Reference is made to that...Securities Purchase Agreement • August 8th, 2006 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels)
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 13, 2004, by and among NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 45 Rockefeller Plaza, Suite 2000, New...Securities Purchase Agreement • December 17th, 2004 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
WITNESSETH:Securities Purchase Agreement • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
NANOSCIENCE TECHNOLOGIES, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 17th, 2004 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of December 13, 2004 NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation (the "COMPANY"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date...Escrow Agreement • December 17th, 2004 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
DATED: JULY 28, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Debenture Agreement • August 8th, 2006 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 4.03 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 14, 2005, by and among NANOSCIENCE TECHNOLOGIES, INC., a Nevada corporation (the "COMPANY"), and the undersigned investors...Investor Registration Rights Agreement • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 13th day of December 2004 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and NANOSCIENCE TECHNOLOGIES, INC., a corporation...Standby Equity Distribution Agreement • December 17th, 2004 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
EXHIBIT 4.06 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS December 14, 2005 Interstate Transfer Company 6084 South 900 East, Suite 101 Salt Lake City, UT 84121 Attention: Janice Patterson RE: NANOSCIENCE TECHNOLOGIES, INC. Ladies and Gentlemen: Reference...Irrevocable Transfer Agent Instructions • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels)
STOCK PURCHASE AGREEMENT AmongStock Purchase Agreement • November 13th, 2003 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
RECITALSResearch and License Agreement • November 13th, 2003 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels)
RECITALS:Escrow Shares Escrow Agreement • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EX-10.1 AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE AND SECURITIES PURCHASE AGREEMENT This Amendment No. 1 ("AMENDMENT") to the Convertible Debenture in the principal amount of $120,000 dated July 28, 2006 (the "CONVERTIBLE DEBENTURE") and the Securities...Convertible Debenture and Securities Purchase Agreement • March 19th, 2007 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
December 14, 2005 The Agent and the Lenders party to the Financing Agreement referred to below Re: PAYMENT DIRECTION LETTER Ladies and Gentlemen: Reference is made hereby to that Securities Purchase Agreement (the "SECURITIES PURCHASE AGREEMENT"),...Payment Direction Letter • December 20th, 2005 • Nanoscience Technologies Inc • Mining & quarrying of nonmetallic minerals (no fuels)
