SUBSCRIPTION AGREEMENTSubscription Agreement • February 9th, 2001 • Igohealthy Com Inc • Services-business services, nec
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is dated as of September 7, 2001, by and between International Pharmaceutical Group, LLC (the "Seller") and iGoHealthy.com, Inc. (the "Purchaser"). WHEREAS, the Purchaser is a Colorado corporation...Stock Purchase Agreement • October 24th, 2001 • Igohealthy Com Inc • Services-business services, nec • Colorado
Exhibit 10.17 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES...Warrant Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 11th, 2003 • Health Sciences Group Inc • Services-business services, nec • New Jersey
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 11th, 2003 • Health Sciences Group Inc • Services-business services, nec
Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into effective as of August 11, 2003, by and between HEALTH SCIENCES GROUP, INC. (hereinafter called the "Corporation"), a Colorado corporation, and JACOB ENGEL, an...Executive Employment Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New Jersey
Exhibit 10.20 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into as of August 1, 2003, between HEALTH SCIENCES GROUP, INC., a Colorado Corporation (the "Company"), and STEVEN ANTEBI, an individual ("Consultant"), with...Consulting Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
EXHIBIT A FORM OF HEALTH SCIENCES GROUP, INC.Subscription Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
ACQUISITION OF APPLE PEEL TECHNOLOGIES, INC. BY HEALTH SCIENCES GROUP, INC.Acquisition Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
RECITALSStock Option Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
Exhibit 10.9 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Securities Purchase Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores
Exhibit 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080...Securities Purchase Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
RECITALSConsulting Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT EEmployment Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec • California
Warrant Date: 2,000,000 Shares August 1, 2003Warrant Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
ESCROW AGREEMENTEscrow Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec
Exhibit 10.19 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement?) is made as of May 21, 2003 by and between HEALTH SCIENCES GROUP, INC. ("HSG"), a Colorado corporation having its chief executive office located at 6080 Center Drive, 6th Floor,...Security Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • Colorado
ContractWarrant Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEALTH SCIENCES GROUP, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
RECITALSIndemnity Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • Colorado
Exhibit 10.24 EXHIBIT D REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of______________, 2003, among Health Sciences Group, Inc., a Colorado corporation (the "COMPANY"), and the...Registration Rights Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2005, by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
Exhibit 99.10Securities Purchase Agreement • May 20th, 2003 • Health Sciences Group Inc • Services-business services, nec • California
Exhibit 10.16 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 2003(this "Agreement"), is made by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th...Registration Rights Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
RECITALS:Confidentiality and Non-Competition Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec
CONTRACT FOR SERVICES THIS AGREEMENT is dated for reference the 5th day of September, 2000. BETWEEN: Centurion Properties Development Corporation /dba/ iGoHealthy.com, a Colorado corporation, with principal address at 11693 San Vicente Blvd, Suite...Contract for Services • December 11th, 2000 • Igohealthy Com Inc
SIGNATURE PAGE OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR HARBINDER SINGH BRANCHPrivate Placement Subscription Agreement • December 11th, 2000 • Igohealthy Com Inc
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
This Employment Agreement (the “Agreement”) is entered into as of July 7, 2005, effective as of July 1, 2005, by and between Fred E. Tannous (the “Executive”) and Health Sciences Group, Inc., a Colorado corporation (the “Company”).
Exhibit 99.1 STOCK PURCHASE AND SHARE EXCHANGE AGREEMENTStock Purchase and Share Exchange Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec • California
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of April 21, 2004 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries B Convertible Preferred Stock Purchase Agreement • May 24th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 15, 2005 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries C Convertible Preferred Stock Purchase Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 15, 2005 by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE 117,647 SHARES OF COMMON STOCK OF HEALTHSCIENCES GROUP, INC.Warrant Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
This certifies that Castlerigg Master Investments, Ltd. or its permitted assigns (collectively, the "Holder"), for value received, is entitled to purchase from HEALTH SCIENCES GROUP, INC., a Colorado corporation (the "Company"), subject to the terms set forth below, 117,647 fully paid and nonassessable shares (subject to adjustment as provided herein) (the "Warrant Shares") of the common stock, par value $0.001 per share, of the Company (“Common Stock”) for cash at a price per share of $1.10 (the “Exercise Price”) (subject to adjustment as provided herein), subject to the provisions of Section 1.1 of this Warrant, at any time or from time to time up to and including 5:00 p.m. (Eastern Time) on the 5TH anniversary from the date hereof, such day being referred to herein as the "Expiration Date," upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription a
HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 6th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
This AGREEMENT is made effective as of the 15th day of July, 2005 (the "Sale Date"), by and between HEALTH SCIENCES GROUP, INC.., a corporation (the "Company"), and Bill Glaser (the "Stock Purchaser").
AGREEMENT OF PURCHASE AND SALE OF ASSETSPurchase and Sale of Assets • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
THIS AGREEMENT (“Agreement”) is made as of this 24th day of December, 2004, at Los Angeles, California, by and among SWISS RESEARCH, INC., a California corporation (“Seller”), having its principal office in the County of Los Angeles, State of California, and the sole shareholder of Seller, Loren Miles (“Shareholder”) on the one hand, and HEALTH SCIENCES GROUP, INC., a Colorado corporation (“Buyer”), having its principal office in the County of Los Angeles, State of California, on the other hand, with reference to the following facts.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 14, 2004 (this "Agreement"), is made by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th Floor, Los Angeles, California 90045 (the “Company”), and CASTLERIGG MASTER INVESTMENTS, LTD., a corporation organized under the laws of the British Virgin Islands, with headquarters at 1251 Avenue of the Americas, New York, New York 10020 (the “Investor”).
AGREEMENT AND PLAN OF ACQUISITIONAcquisition Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
This Agreement and Plan of Acquisition (Agreement) is entered into by and between Open Cell Biotechnologies, Inc., a Florida corporation, (OCBI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Health Sciences Group, Inc., a Colorado corporation, (HESG)
