REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2005 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2005, among Grant Life Sciences, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase 250,000 Shares of Common Stock of Grant Life Sciences, Inc.Grant Life Sciences, Inc. • March 21st, 2005 • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, DCOFI Master LDC (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 Grant Life Sciences, Inc., a Nevada corporation (the “Company”), up to 250,000 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, 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).
SECURITY AGREEMENTSecurity Agreement • March 21st, 2005 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
SECURITY AGREEMENT, dated as of March 15, 2005 (this “Agreement”), among Grant Life Sciences, Inc., a Nevada corporation (the “Company” or the “Debtor”) and the holder or holders of the Company’s 8% Senior Secured Notes due June 15, 2005 in the aggregate principal amount of up to $200,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
ContractGrant Life Sciences, Inc. • March 13th, 2007 • In vitro & in vivo diagnostic substances • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 7, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 27, 2007, by and among Grant Life Sciences, Inc., a Nevada corporation with its headquarters located at 1787 E. Fort Union Blvd., Suite 202, Salt Lake City, UT 84121 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • November 30th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
SECURITY AGREEMENT (this “Agreement”), dated as of November 27, 2007, by and among Grant Life Sciences, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 30th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2005 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2005, by and among Grant Life Sciences, Inc., a Nevada corporation, with headquarters located at 64 East Winchester, Suite 205, Murray, UT 84107 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ContractSecurities Purchase Agreement • November 30th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 27, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 27, 2007, by and among Grant Life Sciences, Inc., a Nevada corporation, with headquarters located at 1787 E. Fort Union Blvd., Suite 202, Salt Lake City, UT 84121 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ContractExercise Agreement • June 22nd, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 15, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2005 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2005 among Grant Life Sciences, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof by and among the Company and the Purchasers (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
This Employment Agreement (the “Employment Agreement”) is made this 1st day of January, 2004 by and between Mark J. Rosenfeld (the “Employee”) and Impact Diagnostics, Inc., a Utah corporation (the “Company”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 16th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Utah
THIS LICENSE AGREEMENT is made and entered into as of this ___ day of June, 2007 (“Effective Date”), by and between Peter Sveshnikov, a citizen of the Russian Federation residing at Sympheropolsky Blvd 37/14, apartment 28, 117452 Moscow, Russia, who currently works at the Research Center of Molecular Diagnostics and Therapy in Moscow (Russia) (“Sveshnikov”), and Vsevolod I. Kiselev, a citizen of the Russian Federation residing at Bolshaya Cheremushkinskaya street 25/1, apartment 16,.117218 Moscow, Russia, who currently works at the Center for Molecular Diagnostics and Therapy in Moscow (“Kiselev” and collectively with Sveshnikov, "Licensor") and GRANT LIFE SCIENCES, INC., a Nevada corporation with its principal place of business at 3550 Wilshire Boulevard, 17th Floor, Los Angeles, California 90010 USA (hereinafter referred to as "Licensee").
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 6, 2004 between IMPACT DIAGNOSTICS, INC., a Utah corporation (the “Company”), and John Wilson (“Optionee”).
AGREEMENT AND PLAN OF MERGER among Grant Ventures, Inc., Impact Acquisition Corporation,Agreement and Plan of Merger • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AGREEMENT AND PLAN OF MERGER dated as of July 6, 2004 (this “Agreement”) by and among Grant Ventures, Inc., a Nevada Corporation (“Parent”), Impact Acquisition Corporation, a Utah corporation (“Merger Sub”) and Impact Diagnostics, Inc., a Utah corporation (“Company”).
Impact Diagnostics, Inc.Merger Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
Impact Diagnostics, Inc. WARRANT TO PURCHASE 89,500 SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after July 23, 2009)Common Stock Purchase • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, James H. Donell, Receiver (the “Holder”), as receiver of Citadel Capital Management, Inc., with principal offices at 12121 Wilshire Boulevard, Suite 200, Los Angeles, CA 90025, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 23, 2004 (the “Exercise Date”) and on or prior to the close of business on July 23, 2009 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Impact Diagnostics, Inc., a Utah corporation (the “Company”), with its principal offices at 5792 South 900 East, Suite B, Salt Lake City, Utah 84121, up to 89,500 shares (the “Warrant Shares”), of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The initial purchase price of one (1) share of Common Stock under this Warrant shall be equal to $0.01 (the “Exercise Price”). The Exercise Price and the number of
COMPENSATION AGREEMENTCompensation Agreement • May 6th, 2008 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances
This Compensation Agreement is dated as of April 24, 2008 among Grant Life Sciences, Inc. a Nevada corporation (the “Company”), and Gregory Sichenzia (“Consultant”).
Employment LetterGrant Life Sciences, Inc. • December 27th, 2007 • In vitro & in vivo diagnostic substances
Please allow this letter to serve as the entire agreement between Grant Life Sciences, Inc. (the "Company") and you, Doyle Judd (the "Employee"), with respect to certain aspects of your employment with the Company. The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum, LLC ("Tatum"), which will benefit the Company in that the Employee will have access to certain Tatum resources.
GRANT VENTURES, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after , 2009)Common Stock Purchase • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS COMMON STOCK PURCHASE 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 , 2004 (the “Exercise Date”) and on or prior to the close of business on , 2009 (the “Termination Date”), but not thereafter, to subscribe for and purchase from GRANT VENTURES, INC., a corporation (the “Company”), up to [ ] shares (the “Warrant Shares”), of common stock, par value $ per share, of the Company (the “Common Stock”). The initial purchase price of one (1) share of Common Stock under this Warrant shall be equal to $0.1835 (the “Exercise Price”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided elsewhere herein.
CONSULTING AGREEMENTConsulting Agreement • March 11th, 2005 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Utah
THIS CONSULTING AGREEMENT (this “Agreement”), made, entered into, and effective this 7th day of March, 2005 (the “Effective Date”), by and between RAVI POTTAHIL, Ph.D. and INDIRA POTTAHIL, Ph.D., each, an individual having an address at 8806 Cliffridge Avenue, La Jolla, California 92307 (each, a “Consultant” and together, the “Consultants”), and GRANT LIFE SCIENCES, INC., a Nevada corporation with its principal place of business in Murray, Utah (hereinafter referred to as the “Corporation”).
8% SENIOR SECURED NOTE DUE JUNE 15, 2005Grant Life Sciences, Inc. • March 21st, 2005 • In vitro & in vivo diagnostic substances • New York
THIS NOTE is a duly authorized and issued 8% Senior Secured Note of Grant Life Sciences, Inc., a Nevada corporation, having a principal place of business at 5511 Capital Center Drive, Suite 224, Raleigh NC 27606, (the “Company”), designated as its 8% Senior Secured Note, due June 15, 2005 (the “Note(s)”).
AMENDMENT NO. 1 TO CALLABLE SECURED CONVERTIBLE NOTESGrant Life Sciences, Inc. • July 1st, 2005 • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO CALLABLE SECURED CONVERTIBLE NOTES (the “Amendment”) is made as of this 1st day of July, 2005, by and between Grant Life Sciences, Inc., a Nevada corporation (the “Company”), and the holders of Callable Secured Convertible Notes issued by the Company on June 14, 2005 set forth on the signature page hereof (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used herein and not defined shall have the meanings given to them in the Notes (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 11th, 2005 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Utah
THIS LICENSE AGREEMENT is made and entered into as of this 7th day of March, 2005 (“Effective Date”), by and between the ACCUDX CORPORATION, a California corporation with offices located at 9466 Black Mountain Road, Suite 130, San Diego, CA 92126 USA (hereinafter referred to as "Licensor") and GRANT LIFE SCIENCES, INC., a Nevada corporation with its principal place of business at 64 East Winchester, Suite 205, Murray, UT 84107 USA (hereinafter referred to as "Licensee").
COMPENSATION AGREEMENTCompensation Agreement • May 14th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances
This Compensation Agreement is dated as of May 9, 2007 among Grant Life Sciences, Inc. a Nevada corporation (the “Company”), and Gregory Sichenzia (“Consultant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2004, by and among Grant Ventures, Inc. (the “Company”), and the purchasers listed on Schedule 1 hereto (each a “Purchaser” and collectively, the “Purchasers”).
EXCLUSIVE LICENSE AGREEMENT between IMPACT DIAGNOSTICS INCORPORATED and YAO XIONG HU, M.D.Exclusive License Agreement • November 19th, 2004 • Grant Ventures Inc • In vitro & in vivo diagnostic substances • California
THIS LICENSE AGREEMENT is made and entered into as of this 20th day of July, 2004 (“Effective Date”), between IMPACT DIAGNOSTICS INCORPORATED, a Utah corporation with its principal place of business located at 5792 South 900 East, Suite B, Salt Lake City, Utah 84121 (hereinafter referred to as “IMPACT”) and YAO XIONG HU, M.D., currently residing at 234 Escuela Avenue, #47, Mountain View, California 94040 (hereinafter referred to as “HU”).
Impact Diagnostics, Inc.Merger Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Grant Life Sciences, Inc.Grant Life Sciences, Inc. • April 12th, 2005 • In vitro & in vivo diagnostic substances • California
Please allow this letter to serve as the entire agreement between Grant Life Sciences, Inc. (the “Company”) and you, Don Rutherford (the “Employee”) with respect to certain aspects of your employment with the Company. The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum CFO Partners, LLP (“Tatum”), which will benefit the Company in that the Employee will have access to certain Tatum resources.
