CLASS A COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of MEDISTEM LABORATORIES, INC.Securities Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places
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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medistem Laboratories, Inc., a Nevada corporation (the “Company”), up to __________ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 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).
Registrations Rights AgreementRegistration Rights Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February ___ 2006, by and among Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of aaa 1, 2013 by and between Medistem, Inc., a Nevada corporation (the “Company”), and _______________, (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28,2006, by and among Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2008 • Medistem Laboratories, Inc. • Biological products, (no disgnostic substances) • Nevada
This Indemnification Agreement (“Agreement”) is made and entered into as of March 18, 2008 (the “Effective Date”), by Medistem Laboratories, Inc., a Nevada corporation (the “Company”) and Thomas Ichim (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • California
AGREEMENT made this 1st day of November 2012 (“Effective Date”) between Medistem, Inc., a Nevada corporation (the “Company”), and JOHN P. SALVADOR (the “Executive”).
SECOND AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN MEDISTEM LABORATORIES, INC. AND INSTITUTE FOR CELLULAR MEDICINE DATED DECEMBER 31, 2007License Agreement • January 7th, 2008 • Medistem Laboratories, Inc. • Biological products, (no disgnostic substances) • Arizona
THIS SECOND AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), dated as of December 31, 2007, is entered into by and between Medistem Laboratories, Inc., a corporation organized and existing under the laws of Nevada, having offices located at 2027 E Cedar St. #102, Tempe, AZ 85281 (“Medistem”), and Institute for Cellular Medicine, a company organized and existing under the laws of Costa Rica, having offices located at the Guimel Building, San Jose, Costa Rica (“Licensee”). This Agreement hereby amends and restates and replaces in its entirety the First Amended and Restated License Agreement previously entered into between Licensee and Medistem, dated October 12, 2006 (the “First Amendment”).
VOTING AGREEMENTVoting Agreement • December 23rd, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of December 17, 2013, is made by and among Intrexon Corporation a Virginia corporation (“Parent”), Medistem, Inc., a Nevada corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the shares owned beneficially or of record by Stockholder, the “Shares”) of the Company.
SALE OF LLC INTEREST AGREEMENTSale of LLC Interest Agreement • November 12th, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • California
This Agreement is entered this the 18th day of September 2013, by and between _____________, and individual residing in Longview in the State of Washington, hereinafter referred to as Seller, and MEDISTEM, INC., hereinafter referred to as Purchaser.
EMPLOYMENT AGREEMENT Effective as of July 3, 2006 by and between Medistem Laboratories, Inc. and Steven M. RiversEmployment Agreement • August 11th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • Arizona
EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of July 3, 2006 (the “Execution Date”) and effective as of July 3, 2006 (the “Effective Date”), by and between Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and Steven M. Rivers (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2008 • Medistem Laboratories, Inc. • Biological products, (no disgnostic substances) • Arizona
EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of March 18, 2008 (the “Execution Date”) and effective as of March 18, 2008 (the “Effective Date”), by and between Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and Thomas Ichim (“Executive”).
To the Directors and Officers of Medistem Inc. Dear __________________:Indemnification Agreement • December 23rd, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • Nevada
Board of Directors Services AgreementBoard of Directors Services Agreement • July 9th, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • California
This Board of Directors Services Agreement (the "Agreement"), dated _______________, is entered into between MEDISTEM, INC., a Nevada corporation ("the Company), and _______________, an individual with a principal place of residence in San Diego, CA, ("Director").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 31st, 2014 • Medistem Inc. • Biological products, (no disgnostic substances) • New York
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 29, 2014, is by and among Intrexon Corporation, a Virginia corporation (“Parent”), XON Cells, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Medistem Inc., a Nevada corporation (the “Company”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • July 9th, 2013 • Medistem Inc. • Biological products, (no disgnostic substances)
BY THIS NON-STATUTORY STOCK OPTION AGREEMENT (“Agreement”) made and entered into this _____ day of __________, __________ (“Grant Date”), Medistem Inc, a Nevada corporation (the “Company”), and _______________, (the “Optionee”), hereby state, confirm, represent, warrant and agree as follows:
CONTRIBUTION AGREEMENT BETWEEN SGC HOLDINGS, INC. AND NEIL H. RIORDANContribution Agreement • January 19th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • Arizona
THIRD AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN MEDISTEM LABORATORIES, INC. AND INSTITUTE FOR CELLULAR MEDICINELicense Agreement • November 12th, 2008 • Medistem Inc. • Biological products, (no disgnostic substances) • Arizona
THIS THIRD AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), dated as of September 2, 2008, is entered into by and between Medistem Inc., a corporation organized and existing under the laws of Nevada and formerly known as Medistem Laboratories, Inc., having offices located at 2223 W. Pecos Road, Suite 6, Chandler, AZ 85224 (“Medistem”), and Institute for Cellular Medicine, a company organized and existing under the laws of Costa Rica, having offices located at the Guimel Building, San Jose, Costa Rica (“Licensee”). This Agreement hereby amends and restates and replaces in its entirety the Second Amended and Restated License Agreement previously entered into between Licensee and Medistem, dated December 31, 2007 (the “Second Amendment”).
UNIT PURCHASE WARRANT To Purchase ___________ Units of MEDISTEM LABORATORIES, INC.Securities Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places
THIS UNIT 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 180th day after the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medistem Laboratories, Inc., a Nevada corporation (the “Company”), up to ___________ Units, each Unit consisting of one share of Series A Convertible Preferred Stock, one Class A Common Stock Purchase Warrant and one Class B Common Stock Purchase Warrant to purchase shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The Preferred Stock included in the Units shall have the terms and conditions set forth in the Company’s Certificate of Designation for the Series A Convertible Preferred Stock. Each
EXHIBIT 10(a): Agreement for Feasibility Study Gec Consultants, Inc. 4604 Birchwood Ave. - Skokie, IL 60076-3835 847-674-6310 - FAX 847-674-3946 Email: gec@gecconsultants.com http://www.gecconsultants.com AGREEMENT FOR FEASIBILITY STUDY Exhibit "A"...Agreement for Feasibility Study • April 14th, 2003 • SGC Holdings Inc • Retail-eating places
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTREXON CORPORATION, XON CELLS, INC. AND MEDISTEM INC. DATED AS OF DECEMBER 19, 2013Merger Agreement • December 23rd, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • New York
This AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2013 (this “Agreement”), by and among Intrexon Corporation, a Virginia corporation (“Parent”), XON Cells, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Medistem Inc., a Nevada corporation (the “Company”). Hereinafter, Parent, Merger Sub and the Company shall be referred to individually as a “party” or collectively as the “parties.”
MEDISTEM INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • July 9th, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 16, 2012 by and between _______________, (hereinafter referred to as “Purchaser”) and Medistem Inc., a Nevada corporation (hereinafter referred to as the “Company”).
LICENSE AGREEMENT BETWEEN MEDISTEM LABORATORIES, INC. AND RIO VALLEY MEDICAL CLINIC DATED JANUARY 2, 2007License Agreement • March 15th, 2007 • Medistem Laboratories, Inc. • Services-offices & clinics of doctors of medicine • Arizona
THIS LICENSE AGREEMENT (“Agreement”), dated as of January 2, 2007, is entered into by and between Medistem Laboratories, Inc., a corporation organized and existing under the laws of Nevada, having offices located at 2027 E. Cedar St. #102, Tempe, AZ 85281 (“Medistem”), and Rio Valley Medical Clinic, an entity controlled by Dr. Frank Morales, having offices located at Av. Bursatil #300 Ste 306, Tijuana BC Mexico (“Licensee”). All capitalized terms used in this Agreement have the meanings set forth in Section 1.
TERMINATION OF PROMISSORY NOTETermination Agreement of Promissory Note • January 27th, 2014 • Medistem Inc. • Biological products, (no disgnostic substances)
This Termination Agreement of Promissory Note (“Termination Agreement”) is entered into the 22nd day of January 2014, by and among MEDISTEM, INC., (“Medistem”) and RANDBER, LLC (“Randber”).
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • New York
This AGREEMENT (the “Agreement”) is made as of the ___ day of February 2006, by the signatories hereto (each a “Holder”), in connection with his ownership of shares of Medistem Laboratories, Inc., a Nevada corporation (the “Company”). Terms not otherwise defined herein shall have the respective meaning ascribed thereto in the Purchase Agreement (as defined herein).
DIRECTOR AGREEMENTDirector Agreement • March 10th, 2008 • Medistem Laboratories, Inc. • Biological products, (no disgnostic substances) • Arizona
WHEREAS, the Company and Nocera previously entered into an Employment Agreement on February 1, 2006 (the “Original Execution Date”), effective as of October 1, 2005 (the “Employment Agreement”); and
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2013 • Medistem Inc. • Biological products, (no disgnostic substances) • New York
This Lock-Up Agreement (this “Agreement”) is being executed and delivered as of December 19, 2013, by _______________ (“Stockholder”) in favor of and for the benefit of Intrexon Corporation a Virginia corporation (“Parent”).
