SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2005 • Clearant Inc • Biological products, (no disgnostic substances) • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2005, by and among Clearant, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO SUBSCRIPTION AND PURCHASE AGREEMENTSubscription and Purchase Agreement • February 25th, 2009 • Clearant Inc • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”) to the Subscription and Purchase Agreement (the “Agreement”) dated as of July 8, 2008, by and between Clearant, Inc., a Delaware corporation (the “Company”), and CPI Investments, Inc., an Arizona corporation (the “Purchaser”), is hereby entered into and effective as of February 20, 2009. Capitalized terms not otherwise defined herein have the meaning set forth in the Agreement.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 1st, 2007 • Clearant Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated June , 2007, is made and entered into by and among Clearant, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”). The Company and each of the Purchasers, respectively, are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • April 14th, 2005 • Clearant Inc • Biological products, (no disgnostic substances) • California
This LICENSE AGREEMENT (“Agreement”), effective as of April 1, 2005 (the “Effective Date”), is made and entered into by and between Clearant, Inc., a California corporation with a principal place of business at 11111 Santa Monica Blvd., Suite 650, Los Angeles, California 90025 (“Licensor”), and TriStar Bioventures International, a Washington corporation with a principal place of business at 1505 Gilman Blvd. NW, Suite #4A, Issaquah, WA 98027 (“Licensee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2005 • Clearant Inc • Biological products, (no disgnostic substances) • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 7, 2005, by and among Clearant, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 4th, 2005 • Clearant Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 31, 2005 (the “Closing Date”), by and among Clearant, Inc., a Nevada corporation formerly known as Bliss Essentials Corp. (the “Seller”), and Thomas Gelfand, Howard Gelfand and Kathleen Rufh, individuals residing in British Columbia, Canada (each, a “Buyer” and collectively, the “Buyers”), with reference to the following recitals:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2007 • Clearant Inc • Biological products, (no disgnostic substances) • California
This Agreement is made pursuant to the Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company and the Purchasers, dated as of the date hereof and incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2005 • Clearant Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of March, 2005, by and between Clearant, Inc. a Nevada corporation formerly known as Bliss Essentials Corp. (the “Company”), and ____________, an individual (the “Holder”).
SUBSCRIPTION AND PURCHASE AGREEMENTSubscription and Purchase Agreement • July 11th, 2008 • Clearant Inc • Biological products, (no disgnostic substances) • California
This Subscription and Purchase Agreement (this “Agreement”) is dated as of July 8, 2008, by and between Clearant, Inc., a Delaware corporation (the “Company”), and CPI Investments, Inc., an Arizona corporation (the “Purchaser”), with respect to the following facts:
BLISS ESSENTIALS CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2005 • Clearant Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Nevada
The undersigned hereby subscribes to purchase _______________shares (the “Shares”) of Common Stock of Bliss Essentials Corp., a Nevada corporation (the “Company”), in accordance with the following paragraphs. This subscription may be rejected in whole or in part by the Company, in its their sole and absolute discretion for any cause or for no cause. Any questions regarding this document or the investment described herein should be directed to Randolf W. Katz, 2020 Main Street, Suite 600, Irvine, California 92614, (949) 223-7103 .
AMENDMENT NO. 2 TO SUBSCRIPTION AND PURCHASE AGREEMENTSubscription and Purchase Agreement • August 12th, 2009 • Clearant Inc • Biological products, (no disgnostic substances)
This Amendment No. 2 (this “Amendment”) to the Subscription and Purchase Agreement dated as of July 8, 2008, as previously amended by Amendment No. 1 dated February 20, 2009 (collectively, the “Agreement”), by and between Clearant, Inc., a Delaware corporation (the “Company”), and CPI Investments, Inc., an Arizona corporation (the “Purchaser”), is hereby entered into and effective as of August 3, 2009. Capitalized terms not otherwise defined herein have the meaning set forth in the Agreement.
BETWEEN CLEARANT, INC. with offices located at 1801 Avenue of the Stars Suite 435 Los Angeles, California 90067 (Hereinafter referred to as “CLRA” OF THE FIRST PART AND CAMERON & ASSOCIATES CORPORATE FINANCE, INC. with Offices located at # 1140-1185...Corporate Strategic Plan Agreement • November 14th, 2008 • Clearant Inc • Biological products, (no disgnostic substances)
Exhibit A Joint Filing AgreementJoint Filing Agreement • April 12th, 2005 • Clearant Inc • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G. This Joint Filing Agreement shall be included as an exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly authorized, hereby execute this Agreement this 11 day of April, 2005.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2008 • Clearant Inc • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 7, 2006, originally effective as of August 1, 2005, and amended, effective on January 25, 2007, by and between Clearant, Inc., a Delaware corporation (“Employer”), and Jon M. Garfield, an individual (“Employee”).
CONVERSION AGREEMENTConversion Agreement • August 9th, 2007 • Clearant Inc • Biological products, (no disgnostic substances) • Delaware
This Conversion Agreement (“Agreement”) is entered into and effective as of August 3, 2007, by and between John McGinnis, an individual and resident of the State of California (“McGinnis”), and Clearant, Inc., a Delaware corporation with its principal place of business located at 1801 Avenue of the Stars, Suite 435, Los Angeles, CA 90067 (“Clearant”). McGinnis and Clearant are sometimes collectively referred to herein as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 4th, 2007 • Clearant Inc • Biological products, (no disgnostic substances) • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of April 3, 2007, by and among Clearant, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT A TO AMENDMENT NO. 2 TO SUBSCRIPTION AND PURCHASE AGREEMENTInterim Convertible Secured Promissory Note • August 12th, 2009 • Clearant Inc • Biological products, (no disgnostic substances) • Arizona
THIS INTERIM CONVERTIBLE SECURED PROMISSORY NOTE (this “Note”) is hereby issued by Clearant, Inc., a Delaware corporation (“Borrower”) to CPI Investments, Inc., an Arizona corporation (“Lender”), as of the date first listed above (the “Closing Date”) pursuant to the Subscription and Purchase Agreement between the Borrower and Lender dated as of July 8, 2008, as amended (the “Subscription Agreement”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Subscription Agreement.
