ESCROW AGREEMENT ESCROW AGREEMENT (the "Escrow Agreement") made as of the 12th day of September, 2006, by and among Advanced Biophotonics, Inc., a Delaware corporation (the "Company"), the Purchasers listed on Schedule A attached hereto (each a...Escrow Agreement • September 15th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
EXHIBIT 10.4 OMNICORDER TECHNOLOGIES, INCORPORATED SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this ____ day of _________ 2003, between a publicly-traded company which will acquire all the assets and assume all the liabilities of...Subscription Agreement • January 5th, 2004 • Promos Inc • Services-management consulting services • New York
EXHIBIT 10.6 CALTECH / OMNICORDER TECHNOLOGIES, INC. LICENSE AGREEMENT This License Agreement is effective as of the 11th day of May, 1998 (the "Effective Date"), between California Institute of Technology, 1200 East California Boulevard, Pasadena, CA...License Agreement • April 15th, 2004 • Omnicorder Technologies Inc • Measuring & controlling devices, nec • Para
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of September 12, 2006, by and among Advanced Biophotonics Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees...Security Agreement • September 15th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 28, 2005, between OMNICORDER TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive"). W I T N E S S E T H: WHEREAS,...Employment Agreement • March 14th, 2005 • Omnicorder Technologies Inc • Measuring & controlling devices, nec • New York
Exhibit 10.11 ------------- SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of November 14, 2005, by and among Advanced BioPhotonics Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their...Security Agreement • November 16th, 2005 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
NO._____ _____ SHARES WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF...Omnicorder Technologies Inc • April 15th, 2004 • Measuring & controlling devices, nec
RECITALS:Indemnification Agreement • January 5th, 2004 • Promos Inc • Services-management consulting services • Colorado
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 12, 2006,...Advanced BioPhotonics Inc. • September 15th, 2006 • Measuring & controlling devices, nec • New York
Exhibit 10.9 ------------ THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS...Advanced BioPhotonics Inc. • November 16th, 2005 • Measuring & controlling devices, nec • New York
EXHIBIT 10.14 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 14, 2005, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120,...Securities Purchase Agreement • February 13th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 12, 2006, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY...Securities Purchase Agreement • September 15th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
Exhibit 10.12 ------------- EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of this 9th day of February, 2004, by and between OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 12-8...Employment Agreement • January 27th, 2005 • Omnicorder Technologies Inc • Measuring & controlling devices, nec • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 12, 2006, by and among Advanced Biophotonics Inc., a Delaware corporation with its headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY...Registration Rights Agreement • September 15th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of this 1st day of October 2003, by and between OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 12-8 Technology...Employment Agreement • January 5th, 2004 • Promos Inc • Services-management consulting services • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of September 12, 2006, by and among Advanced Biophotonics Inc., a Delaware corporation (the "Company"), and the secured parties signatory...Intellectual Property Security Agreement • September 15th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
ContractAdvanced BioPhotonics Inc. • November 3rd, 2006 • Measuring & controlling devices, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER 31, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation with its headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is made and entered into as of this 14th day of December 2004, by and between OmniCorder Technologies, Inc., a corporation organized under the laws of the State of Delaware (the...Subscription Agreement • December 20th, 2004 • Omnicorder Technologies Inc • Measuring & controlling devices, nec • New York
Exhibit 10.13 ------------- GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of November 14, 2005, among Advanced Biophotonics Inc., a Delaware corporation (the "Company"), Denis A. O'Connor (the "Pledgor"), and...Guaranty and Pledge Agreement • November 16th, 2005 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
ARTICLE I APPOINTMENT OF SUBSCRIPTION AGENTSubscription Agent Agreement • July 8th, 2005 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • Delaware
EXHIBIT 10.8 OPTION AGREEMENT TO PURCHASE EXCLUSIVE LICENSE TO USE PATENT RIGHTS This option agreement (the "AGREEMENT") is between OmniCorder Technologies, Inc. of 541 South Ocean Avenue, Patchogue, New York, 11772, hereinafter called SPONSOR, and...Option Agreement • April 15th, 2004 • Omnicorder Technologies Inc • Measuring & controlling devices, nec • New York
November __, 2003 To each Stockholder of OmniCorder Technologies, Inc. Ladies and Gentlemen: Reference is made to the Agreement of Purchase and Sale, dated as of November __, 2003 (the "Purchase Agreement"), by and between OmniCorder Technologies,...Promos Inc • January 5th, 2004 • Services-management consulting services
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
EXHIBIT 10.1 ------------ SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of November 14, 2005, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place,...Securities Purchase Agreement • November 16th, 2005 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
EXHIBIT 99.2 WARRANT AGREEMENT This Warrant Agreement (the "Agreement"), made and entered into as of June, 2005, by and between ADVANCED BIOPHOTONICS INC., a Delaware corporation (the "Company"), and CORPORATE STOCK TRANSFER, INC., a Colorodo...Warrant Agreement • June 10th, 2005 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • Delaware
EXHIBIT 99.2 WARRANT AGREEMENT This Warrant Agreement (the "Agreement"), made and entered into as of [________], 2005, by and between ADVANCED BIOPHOTONICS INC., a Delaware corporation (the "Company"), and CORPORATE STOCK TRANSFER, INC., a Colorado...Warrant Agreement • June 28th, 2005 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • Delaware
EXHIBIT 10.34 SETTLEMENT AGREEMENT This Settlement Agreement (the "Settlement Agreement") is entered into as of this 3rd day of October, 2001, by and between OmniCorder Technologies, Inc., a Delaware corporation with its principal place of business at...Settlement Agreement • February 13th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
ARTICLE IAgreement of Purchase and Sale • January 5th, 2004 • Promos Inc • Services-management consulting services • Colorado
March 1, 2005 Mr. Mark A. Fauci 541 South Ocean Avenue Patchogue, New York 11772 Consulting Agreement -------------------- Dear Mark: OmniCorder Technologies, Inc., a Delaware corporation (hereinafter referred to as "OmniCorder"), wishes to retain...Omnicorder Technologies Inc • March 9th, 2005 • Measuring & controlling devices, nec
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 14, 2005, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716...Securities Purchase Agreement • September 13th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
I. RECITALSConfidential Settlement Agreement and Mutual Release • May 19th, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • Texas
WITNESSETH:Exclusive License Agreement • April 15th, 2004 • Omnicorder Technologies Inc • Measuring & controlling devices, nec • Texas
