Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of March 30, 2005, by and among (i) DOBI Medical International, Inc., a Delaware corporation (the "Company"),...Registration Rights Agreement • March 31st, 2005 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
RECITALS:Indemnification Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • Nevada
NO. Share -------------- -------------- FORM OF 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 Agreement • April 25th, 2005 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 9th day of December, 2003, is entered into by Lions Gate Investment, Limited, a Nevada corporation, (whose name will later be changed to DOBI Medical...Employment Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • New York
Exhibit 10.4 LOCK-UP AGREEMENT The undersigned is the holder of shares of the common stock, $0.001 par value ("Common Stock"), and/or shares of the Class A Convertible Preferred Stock, and/or Common Stock Purchase Warrants ("Class A Preferred Stock")...Lock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas
amongMerger Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • Delaware
ASSIGNMENT AGREEMENTAssignment Agreement • July 5th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas • Alberta
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
THIS DEBENTURE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1271, 1272 AND 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE OF THIS DEBENTURE IS $_____ PER PRINCIPAL AMOUNT OF $1,000 AT MATURITY. THE ISSUE DATE OF THIS DEBENTURE IS APRIL __, 2006. THE YIELD-TO-MATURITY OF THIS DEBENTURE IS _____% PER ANNUM. THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS DEBENTURE AS OF THE ISSUE DATE IS $____ PER PRINCIPAL AMOUNT OF $1,000 AT MATURITY.
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of March 30, 2005, by and between DOBI Medical International, Inc., a Delaware corporation with its principal office at 1200 MacArthur Blvd.,...Securities Purchase Agreement • March 31st, 2005 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENTSecurity Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENT, dated as of April 28, 2006 (this “Agreement”), among DOBI Medical International, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Convertible Debentures due August 28, 2007 in the original aggregate principal amount of up to $6,000,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
EXHIBIT 10.6 NAME OF SUBSCRIBER:_____________________________ TO: Sterling Financial Investment Group, Inc. 404 Washington Avenue, Penthouse Miami Beach, Florida 33139 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This Amended and Restated Subscription...Subscription Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • New York
TOEmployment Agreement • March 11th, 2005 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 28, 2006 among DOBI Medical International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DAVIDSON & COMPANY A Partnership of Incorporated Professionals -----------------Chartered Accountants------------------------------------------ August 31, 2000 LIONS GATE INVESTMENT LIMITED c/o 1000 - 409 Granville Street Vancouver, BC V6C 1T2 RE:...Consent Letter • September 20th, 2000 • Lions Gate Investment LTD • Blank checks
We refer to the Form SB-2/A Registration Statement of Lions Gate Investment Limited (the "Company") filed pursuant to the Securities Exchange Act of 1933, as amended.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 28, 2006, among DOBI Medical International, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made and entered into by and between Lions Gate Investment Limited, a Nevada corporation ("Lions Gate"), and DOBI Medical International, Inc., a...Merger Agreement • January 9th, 2004 • Lions Gate Investment LTD • Crude petroleum & natural gas • Nevada
HARBOUR PETROLEUM COMPANY LIMITED Suite 406 505 - 8th Avenue, S.W. Calgary, Alberta T2P 1G2 Telephone: (403)265-5522Overriding Royalty Agreement • April 9th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas
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 1933,...Warrant to Purchase Common Stock • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas
December 9, 2003 To each Stockholder of DOBI Medical Systems, Inc. Ladies and Gentlemen: Reference is made to the Agreement of Merger and Plan of Reorganization, dated as of December 8, 2003 (the "Merger Agreement"), by and among Lions Gate Investment...Merger Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas
ContractWarrant Agreement • May 24th, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND RULES.
EXHIBIT 10.3 MARKETING, SALES AND SERVICES AGREEMENT This Marketing, Sales and Services Agreement ("Agreement") is entered into this ___ day of _______200_ (the "Effective Date") by and between DOBI MEDICAL INTERNATIONAL, INC., a Delaware corporation,...Marketing, Sales and Services Agreement • February 13th, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made and entered into by and between Lions Gate Investment Limited, a Nevada corporation ("Lions Gate"), and DOBI Medical International, Inc., a...Merger Agreement • February 2nd, 2004 • Lions Gate Investment LTD • Crude petroleum & natural gas • Nevada
LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCKLock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas
_____________ ("Holder") understands that DOBI Medical Systems, Inc., a Delaware corporation ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company (hereinafter called "Pubco"), concurrent with a private placement of Pubco equity securities by Pubco (such private placement, together with the Reverse Merger, the "Funding Transactions"). The Holder understands that as a result of the Funding Transactions, Pubco will then be the sole stockholder of the Company. DOBI and Pubco expect to close the Funding Transactions within the next several days.
SERIES A/B/C] COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus
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 ____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DOBI Medical International, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “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).
SEPARATION AGREEMENTSeparation Agreement • May 3rd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
This Separation Agreement (the “Agreement”) is made and entered into between DOBI Medical International, Inc., a Delaware corporation, (“Company”), and Phillip C. Thomas (“Executive’) on April 18, 2006.
HARBOUR PETROLEUM COMPANY LIMITED Suite 406 Calgary, Alberta T2P 1G2 Telephone: (403)265-5522 OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • December 17th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas
WHEREAS the Geologist has developed hydrocarbon prospects underlying certain lands in the Province of Alberta, which prospects and land are set out in Schedule "A" attached hereto (hereinafter referred to as "the said lands"), and;
LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCKLock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas
DOBI Medical Systems, Inc. ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company, concurrent with a private placement of equity securities (the "Funding Transactions"). The public-traded company, which is called ("Pubco") for purposes of this agreement, will then succeed to and operate the medical device business of DOBI under the current management of DOBI. We expect to close these Funding Transactions within the next several weeks. Pubco is not identified at this time due to securities regulations regarding knowledge of upcoming transactions involving public-traded securities.
EXHIBIT 10.1 ------------ CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into by and between DOBI Medical International, Inc., a Delaware corporation with its principal place...Confidentiality and Non-Disclosure Agreement • February 9th, 2005 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York
ASSIGNMENT AGREEMENTAssignment Agreement • December 17th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas • Alberta
LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCKLock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas
_____________ ("Holder") understands that DOBI Medical Systems, Inc., a Delaware corporation ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company (hereinafter called "Pubco"), concurrent with a private placement of Pubco equity securities by Pubco (such private placement, together with the Reverse Merger, the "Funding Transactions"). The Holder understands that as a result of the Funding Transactions, Pubco will then be the sole stockholder of the Company. DOBI and Pubco expect to close the Funding Transactions within the next several days.
To: Lions Gate Investment Limited Suite 2901, 1201 Marinaside Crescent Vancouver, British Columbia V6Z 2V2 And to: The Nevada Agency and Trust Company Suite 880, 50 West Liberty Street Reno, Nevada 89501 RE: SHARE SUBSCRIPTION AGREEMENT...Share Subscription Agreement • September 20th, 2000 • Lions Gate Investment LTD • Blank checks
Please issue shares of your common stock in the amounts and name(s) shown below. My signature acknowledges that I have read the prospectus dated September 19, 2000, and am aware of the risk factors contained in the prospectus. I represent that I have relied solely on the contents of the prospectus in making an investment decision to purchase the shares offered by Lions Gate Investment Limited, and I have not relied on any other statements made by or with regard to the company in connection with its anticipated operations or financial performance.
