AGREEMENT AND PLAN OF MERGER BY AND AMONG REFLECT SCIENTIFIC, INC. AND IMAGE ACQUISITION CORP. AND SMITHGALL AND ASSOCIATES, INC. dba Image Labs International AND BRIAN SMITHGALL November 15, 2006 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN...Merger Agreement • November 16th, 2006 • Reflect Scientific Inc • Telegraph & other message communications • Georgia
AGREEMENT AND PLAN OF MERGER BY AND AMONG REFLECT SCIENTIFIC, INC. AND CRYOMETRIX, INC. AND ALL TEMP ENGINEERING INC.; J F Dain & E L Dain CO - T Tee Dain Family Revocable Trust U/A Dated 12/17/2001; NICHOLAS J. HENNEMAN; AND JOHN F. DAIN November 17,...Merger Agreement • November 22nd, 2006 • Reflect Scientific Inc • Telegraph & other message communications • California
ARTICLE I THE MERGERMerger Agreement • January 23rd, 2007 • Reflect Scientific Inc • Telegraph & other message communications • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2007 • Reflect Scientific Inc • Telegraph & other message communications
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2007, between Reflect Scientific, Inc., a Utah corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 31st day of December, 2003, by and between Cole, Inc., a Utah corporation ("Cole"); Reflect Scientific, Inc., a California corporation...Agreement and Plan of Reorganization • January 15th, 2004 • Cole Inc • Telegraph & other message communications • Utah
SERIES A/B] COMMON STOCK PURCHASE WARRANT REFLECT SCIENTIFIC, INC.Security Agreement • July 5th, 2007 • Reflect Scientific Inc • Telegraph & other message communications
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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reflect Scientific, Inc., a Utah 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).
Exhibit 2.3 April 4, 2006 JM SciTech, LLC Ms. Julie Martin, Managing Member 4198 Center Park Drive, Colorado Springs, CO 80916 Dear Ms. Julie Martin: This Letter Agreement (this "Agreement") memorializes our mutual agreement that Reflect Scientific,...Letter Agreement • April 7th, 2006 • Reflect Scientific Inc • Telegraph & other message communications
ADDENDUM TO AGREEMENT AND PLAN OF MERGER THIS ADDENDUM TO AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated as of February 28, 2007, by and among Reflect Scientific, Inc. a Utah corporation ("Parent"); Image Acquisition Corp., a Georgia...Agreement and Plan of Merger • March 6th, 2007 • Reflect Scientific Inc • Telegraph & other message communications
Exhibit 2.2 Assignment Agreement AGREEMENT between David R. Carver, a citizen of the U.S.A. residing in the City of Colorado Springs, State of Colorado, hereinafter referred to as the "PATENT OWNER" and Reflect Scientific, Inc., a corporation of the...Assignment Agreement • April 7th, 2006 • Reflect Scientific Inc • Telegraph & other message communications
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2007 • Reflect Scientific Inc • Telegraph & other message communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2007 between Reflect Scientific, Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
12% SENIOR CONVERTIBLE DEBENTURE DUE MAY __, 2009Convertible Security Agreement • July 5th, 2007 • Reflect Scientific Inc • Telegraph & other message communications • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 12% Senior Convertible Debentures of Reflect Scientific, Inc., a Utah corporation, (the “Company”), having its principal place of business at 1270 South 1380 West, Orem, Utah, 84058, designated as its 12% Senior Convertible Debenture due June __, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SERIES A/B] COMMON STOCK PURCHASE WARRANT REFLECT SCIENTIFIC, INC.Securities Agreement • July 5th, 2007 • Reflect Scientific Inc • Telegraph & other message communications
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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reflect Scientific, Inc., a Utah 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).
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG REFLECT SCIENTIFIC, INC. AND CRYOMASTOR ACQUISITION CORPORATION AND CRYOMASTOR INC.; J F Dain & E L Dain CO - T Tee Dain Family Revocable Trust U/A Dated 12/17/2001; NICHOLAS J. HENNEMAN; AND JOHN...Merger Agreement • April 25th, 2006 • Reflect Scientific Inc • Telegraph & other message communications • California
Exhibit 2.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is made this 4th day of April, 2006, among REFLECT SCIENTIFIC, INC., a Utah corporation ("Reflect" or "Buyer"); JM SciTech, LLC, a limited liability company organized under the...Purchase Agreement • April 7th, 2006 • Reflect Scientific Inc • Telegraph & other message communications • Utah
ARTICLE IV TERMINATION AND AMENDMENTMerger Agreement • June 30th, 2006 • Reflect Scientific Inc • Telegraph & other message communications • California
ContractRelease and Settlement Agreement • July 11th, 2012 • Reflect Scientific Inc • Laboratory apparatus & furniture • Utah
RELEASE And SETTLEMENT AGREEMENTRelease and Settlement Agreement • March 9th, 2010 • Reflect Scientific Inc • Laboratory apparatus & furniture • Utah
This Release and Settlement Agreement (this “Agreement”), by and among Reflect Scientific, Inc., a Utah corporation (the “Company”) and Enable Growth Partners LP (“Enable”), is entered into on this 26th day of February, 2010 (the “Effective Date”).
ContractRelease and Settlement Agreement • July 11th, 2012 • Reflect Scientific Inc • Laboratory apparatus & furniture • Utah
FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENTFinancial Advisory and Investment Banking Agreement • July 5th, 2007 • Reflect Scientific Inc • Telegraph & other message communications • New York
This Agreement is made and entered into this 14th day of February, 2007, between vFinance Investments, Inc. (“VFIN”) and Reflect Scientific, Inc. (OTC BB: RSCF) (“Company”).
AGREEMENTMerger Agreement • September 27th, 2007 • Reflect Scientific Inc • Laboratory apparatus & furniture • Utah
THIS AGREEMENT (the “Agreement”) is made and entered into effective the 25th day of September 2007, by and between Reflect Scientific, Inc., a Utah corporation (“Reflect”); and John F. Dain (“Dain”), Nicholas J. Henneman (“Henneman”), J F Dain & E L Dain Co – T Tee Dain Family Revocable Trust U/A Dated 12/17/2001 (the “Dain Trust”) (collectively Dain, Henneman and Dain Trust are referred to herein as “Shareholders”).
RELEASE And SETTLEMENT AGREEMENTSettlement Agreement • August 19th, 2010 • Reflect Scientific Inc • Laboratory apparatus & furniture • Utah
This Release and Settlement Agreement (this “Agreement”), by and among Reflect Scientific, Inc., a Utah corporation (the “Company”) and Pierce Diversified Strategy Master Fund LLC (“Pierce”), is entered into on this 17th day of August, 2010 (the “Effective Date”).
RELEASE And SETTLEMENT AGREEMENTRelease and Settlement Agreement • March 9th, 2010 • Reflect Scientific Inc • Laboratory apparatus & furniture • Utah
This Release and Settlement Agreement (this “Agreement”), by and among Reflect Scientific, Inc., a Utah corporation (the “Company”) and Pierce Diversified Strategy Master Fund LLC (“Pierce”), is entered into on this 26th day of February, 2010 (the “Effective Date”).
