Media Exchange Group, Inc. Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • November 6th, 2000 • I Track Inc • New York
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SHARE EXCHANGE AGREEMENT by and between I-TRACK, INC., A NEVADA CORPORATION
Share Exchange Agreement • March 18th, 2003 • I Track Inc • Services-computer integrated systems design • Nevada
WITNESETH:
Separation Agreement • April 22nd, 2004 • China Wireless Communications Inc • Services-computer integrated systems design
CLASS B COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.
Intellicell Biosciences, Inc. • February 23rd, 2012 • Surgical & medical instruments & apparatus

THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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 10.15
Consulting Agreement • April 15th, 2005 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 23rd, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2012, between Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 10.17
Employment Agreement • May 22nd, 2006 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.
Intellicell Biosciences, Inc. • October 27th, 2011 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, 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).

CLASS A COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.
Intellicell Biosciences, Inc. • October 24th, 2012 • Surgical & medical instruments & apparatus

THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, 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 10.19
Employment Agreement • May 22nd, 2006 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
RECITALS
Assignment and Assumption Agreement • April 9th, 2003 • China Wireless Communications Inc • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • Nevada

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2012 among Intellicell Biociences, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Exhibit 10.8 REGULATION S STOCK PURCHASE AGREEMENT Dated October 22, 2003
Regulation S Stock Purchase Agreement • April 22nd, 2004 • China Wireless Communications Inc • Services-computer integrated systems design • Arizona
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COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.
Intellicell Biosciences, Inc. • November 21st, 2012 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, 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).

COMMITTED EQUITY FACILITY AGREEMENT
Committed Equity Facility Agreement • June 13th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • Nevada

This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 31st day of May, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and INTELLICELL BIOSCIENCES, INC., a Nevada corporation (the “Company”).

EXHIBIT 10.20
Employment Agreement • May 22nd, 2006 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
i-Track, Inc. 3031 Commerce Drive, Building B Fort Gratiot, Michigan 48058 (810) 469-3500
I Track Inc • January 17th, 2001 • Services-computer integrated systems design
EXHIBIT 10.33 CONVERSION ELECTION LETTER DATED NOVEMBER 13, 2006 FROM MICHAEL A. BOWDEN Michael A. Bowden 2945 Yates Street Denver, Colorado 80212 November 13, 2006 China Wireless Communications, Inc. Attn: Board of Directors 1746 Cole Boulevard,...
China Wireless Communications Inc • April 13th, 2007 • Services-computer integrated systems design

At this time, I would like to request conversion of my Convertible Note Subscription Agreement (#4), dated as of August 1, 2005, in the amount of $10,000.00 plus interest due December 31, 2006 to common stock of China Wireless Communications, Inc. according to the terms of the Note.

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 21st, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

EXHIBIT 10.7
Employment Agreement • April 9th, 2003 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 26, 2011 among MEDIA EXCHANGE GROUP, INC., a Nevada corporation, INTELLICELL ACQUISITION CORP., a New York corporation and INTELLICELL BIOSCIENCES, INC., a New York corporation
Agreement and Plan of Merger • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • New York

AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2011 (the “Agreement”), among MEDIA EXCHANGE GROUP, INC., a Nevada corporation with executive offices located 101 Church Street, Suite 14, Los Gatos, California 95030 (“MEG”), INTELLICELL ACQUISITION CORP., a New York corporation and a wholly-owned subsidiary of MEG with executive offices located at 101 Church Street, Suite 14, Los Gatos, California 95030 (“Acquisition”), and INTELLICELL BIOSCIENCES, INC., a New York corporation with executive offices located at 30 East 76th Street, New York, NY 10021 (“Intellicell”). Intellicell, in its capacity as the surviving corporation, is hereinafter sometimes referred to as the “Surviving Corporation,” and Acquisition and Intellicell are hereinafter sometimes referred to as the “Constituent Corporations.”

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • New York

This Assignment and Assumption Agreement (this “Agreement”) is made as of June 6, 2011, by and among CONSORTEUM HOLDINGS, INC. , a Nevada corporation (“Assignee”), and MEDIA EXCHANGE GROUP, INC., a Nevada corporation (“Assignor”).

INTELLICELL BIOSCIENCES, INC LABORATORY SERVICES LICENSE AGREEMENT
Laboratory Services License Agreement • September 2nd, 2011 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York

This LABORATORY SERVICES LICENSE AGREEMENT (this “Agreement”), dated as of 29 August, 2011 (the “Effective Date”), by and between IntelliCell Biosciences Inc. a New York corporation with offices at 30 East 76th Street, New York, New York 10021 (“ICB”) and The PAWS Pet Company, Inc a Illinois Corporation[corporation/limited liability company] with offices at 2001 Gateway Place, Suite 410, San Jose, CA 95110 (“Licensee”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • Illinois

This Asset Purchase Agreement (this “Agreement”) made as of June 6, 2011, by and among Consorteum Holdings, Inc., a Nevada Corporation, with offices located at 20 Adelaide Street East, Suite 910, Toronto, Ontario, Canada M5C2T6 (“Buyer”) and Media Exchange Group, Inc., a Nevada Corporation, with offices located at 101 Church Street, Suite 14, Los Gatos, CA 95030 (“Seller”).

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