ESCROW AGREEMENT (PUBLIC OFFERING) AGREEMENT made this ___ day of ______________, 2004 by and between LIFESCIENCES OPPORTUNITIES INCORPORATED, a Florida corporation (the "Issuer"), and _____________________ (the "Escrow Agent"). W I T N E S S E T H :...Escrow Agreement • July 2nd, 2004 • Lifesciences Opportunities Inc • Florida
EXECUTION AGREEMENT AND PLAN OF MERGER BY AND AMONG LIFESCIENCES OPPORTUNITIES, INC.,Merger Agreement • October 1st, 2007 • Lifesciences Opportunities Inc • Blank checks • Florida
SECURITY AGREEMENTSecurity Agreement • December 5th, 2013 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • Nevada
This SECURITY AGREEMENT (the “Security Agreement”) dated as of October 31, 2013, but made effective as of December 2, 2013, is executed by and among DR. TATTOFF, INC., a Florida corporation (the “Issuing Borrower”), DRTHC I, LLC, a Delaware limited liability company, and DRTHC II, LLC, a Delaware limited liability company (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Debtor” and all such entities sometimes hereinafter collectively referred to as “Debtors”), with their chief executive offices located at 8500 Wilshire Blvd., Suite 105, Beverly Hills, CA 90211, and TCA Global Credit Master Fund, LP (the “Secured Party”).
Void after 5:00 p.m., Eastern Standard Time on December 20, 2012 UNIT PURCHASE WARRANTWarrant Agreement • October 21st, 2008 • Dr. Tattoff, Inc. • Blank checks • California
DRTATTOFF, LLC, a California limited liability company (the “Company”), hereby certifies that, for value received, Scott Woodruff (the “Warrant Holder”) is the owner of the number of unit purchase warrants (“Warrants”) which entitles the holder thereof to purchase, at any time during the period commencing on the Commencement Date (as defined herein) and ending on the Expiration Date (as defined herein), Thirty Two Thousand Six Hundred Forty One (32,641) fully paid and non-assessable units of Membership Interest (as defined in the Company’s Operating Agreement dated as of July 5, 2005, as amended to date (the “Operating Agreement”)) in the Company (each a “Unit”), at a purchase price equal to the Exercise Price (as defined below) in lawful money of the United States of America in cash, subject to adjustment as hereinafter provided. Each Unit shall include the right to receive allocations of Net Profits and Net Losses and distributions from the Company.
Dawson James Securities July14, 2010Selling Agreement • February 14th, 2011 • Dr. Tattoff, Inc. • Blank checks • Florida
Dr. Tattoff, Inc., a Florida corporation (the "Seller"), simultaneously with a series of transactions intended to reorganize its financial affairs and to restructure its indebtedness to management, shareholders, affiliates and third party vendors (the "Conditions Precedent"), in connection with a financing proposal by Chicago Investments, Inc., its affiliates, and other investors introduced to the Company by the Lead Investor (collectively, the "Lead Investor"), which is intended to provide the necessary working and financing capital to meet the Seller's immediate capital needs, proposes to offer and sell (the "Offering"), to selected investors, upon the terms set forth herein and in the Subscription Agreement, Confidential Purchaser Questionnaire (which collectively, together with the attachments and exhibits thereto, is referred to as the "Offering Documents"), a copy of which has been delivered to Dawson James Securities, Inc. ("Selling Agent"), $1,250,000 or 23,733,576 shares of co
CREDIT AGREEMENT DATED AS OF OCTOBER 31, 2013, BUT MADE EFFECTIVE AS OF DECEMBER 2, 2013, BY AND AMONG DR. TATTOFF, INC., DRTHC I, LLC, AND DRTHC II, LLC, COLLECTIVELY, AS BORROWERS, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDER CREDIT AGREEMENTCredit Agreement • December 5th, 2013 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • Nevada
This CREDIT AGREEMENT (this “Agreement”), dated as of October 31, 2013, but made effective as of December 2, 2013 (the “Effective Date”), is executed by and among DR. TATTOFF, INC., a Florida corporation (the “Issuing Borrower”), DRTHC I, LLC, a Delaware limited liability company, and DRTHC II, LLC, a Delaware limited liability company (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).
ContractWarrant Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE 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, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Void after 5:00 p.m., Eastern Standard Time on July 20, 2012 UNIT PURCHASE WARRANTWarrant Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks • California
DRTATTOFF, LLC, a California limited liability company (the “Company”), hereby certifies that, for value received, Ian Kirby, located at 560 N. Kings Road #3, West Hollywood, CA 90048 (the “Warrant Holder”) is the owner of the number of unit purchase warrants (“Warrants”) which entitles the holder thereof to purchase, at any time during the period commencing on the Commencement Date (as defined herein) and ending on the Expiration Date (as defined herein), Five Hundred and Fifty six (556) fully paid and non-assessable units of Membership Interest (as defined in the Company's Operating Agreement dated as of July 5, 2005, as amended to date (the "Operating Agreement")) in the Company (each a "Unit"), each representing a Percentage Interest (as defined in the Operating Agreement) equal to 0.0009890% on a fully-diluted basis as of the date hereof at a purchase price equal to the Exercise Price (as defined below) in lawful money of the United States of America in cash, subject to adjustment
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2013 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated this ______ day of ________, 2013 to be effective as of July 1, 2013 (the “Effective Date”), between Dr. Tattoff, Inc. (the “Company”), and John Keefe (the “Executive”).
ContractConvertible Promissory Note • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks • California
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DR. TATTOFF, LLC THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • August 13th, 2013 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR, IF REQUESTED BY THE CORPORATION, AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 1.1 PLACEMENT AGENT AGREEMENT November 15, 2004 Dawson James Securities, Inc. 6500 N.W. 6th Way Suite 310 Fort Lauderdale, FL 33309 Dear Sir or Madam: The undersigned, Lifesciences Opportunities Incorporated, a Florida company (the "Company"),...Placement Agent Agreement • December 10th, 2004 • Lifesciences Opportunities Inc • Blank checks • Florida
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 6th, 2015 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • California
This Management Services Agreement (this “Agreement”) is entered into between Dr. Tattoff, Inc., a Florida corporation (the “Manager”), and SC Laser Inc., a California medical corporation (the “Corporation”), effective as of May 3, 2015 (“Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2008 • Lifesciences Opportunities Inc • Blank checks • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ______________, 2008, by and between Lifesciences Opportunities Incorporated, a Florida corporation (the “Company”), and the undersigned investor (the “Investor”).
RECITALSEscrow Agreement • October 14th, 2004 • Lifesciences Opportunities Inc • Blank checks • Florida
Placement Agent AgreementPlacement Agent Agreement • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks • Florida
We are pleased that Dr. Tattoff (together with its subsidiaries and affiliates, the “Company”) has selected Brookshire Securities Corporation (“The Placement Agent”) to act as its exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the "Financing") of up to $3,500,000 of the Company’s equity securities (the "Securities"). This letter will confirm our acceptance of such retention and set forth the terms of our engagement.
FINDERS FEE AGREEMENTFinder's Fee Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks
PROMISSORY NOTEPromissory Note • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • California
FOR VALUE RECEIVED, Dr.TATTOFF, LLC a California limited liability company located at 8447 Wilshire Boulevard, Suite 102, Beverly Hills CA 90211 (the “Borrower”) hereby promises to pay to the order of __________________, located at ____________________ (the "Holder"), the principal sum of ______ Thousand and 00/100 Dollars ($_____,000.00) upon the following terms:
ContractConvertible Promissory Note • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • February 8th, 2008 • Lifesciences Opportunities Inc • Blank checks
THIS AMENDMENT NO. 2 TO MERGER AGREEMENT (this “Amendment”) is dated as of February 1, 2008, by and among LIFESCIENCES OPPORTUNITIES, INC., a Florida corporation (the “Company”), and DRTATTOFF, LLC, a California limited liability company (“Dr. Tattoff”).
NONQUALIFIED STOCK OPTION AWARDNonqualified Stock Option Award • October 5th, 2011 • Dr. Tattoff, Inc. • Blank checks • Florida
THIS NONQUALIFIED STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between DR. TATTOFF, INC. (the “Company”), a company organized under the laws of the State of Florida; and ___________________ (the “Participant”).
SHAREHOLDERS AGREEMENTShareholders Agreement • October 5th, 2011 • Dr. Tattoff, Inc. • Blank checks • California
This Shareholders Agreement (this “Agreement”) is entered into among Dr. Tattoff, Inc., a Florida corporation (the “Manager”), William Kirby, D.O., Inc., a medical corporation (the “Corporation”), and William Kirby, D.O., an individual (“Physician”), effective as of January 1, 2010 (“Effective Date”).
INCENTIVE STOCK OPTION AWARD PURSUANT TO THE DR. TATTOFF, INC.Incentive Stock Option Award • October 5th, 2011 • Dr. Tattoff, Inc. • Blank checks • Florida
THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between DR. TATTOFF, INC. (the “Company”), a company organized under the laws of the State of Florida; and ________________________ (the “Participant”).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) dated as of October 5, 2007, by and among LIFESCIENCES OPPORTUNITIES, INC., a Florida corporation (the “Company”), and DRTATTOFF, LLC, a California limited liability company (“Dr. Tattoff”).
INTERIM LOAN CREDIT AGREEMENTInterim Loan Credit Agreement • May 15th, 2014 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • Delaware
THIS INTERIM LOAN CREDIT AGREEMENT (this “Agreement”), dated as of, 2014, is by and between Dr. Tattoff, Inc., a Florida corporation, located at 8500 Wilshire Boulevard, Suite 105, Beverly Hills, California 90211 (the “Company”), and the Lender identified on the signature page hereto (the “Lender”).
ContractConvertible Promissory Note • August 13th, 2013 • Dr. Tattoff, Inc. • Services-misc health & allied services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR, IF REQUESTED BY THE CORPORATION, AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 1 TO SELLING AGREEMENTSelling Agreement • August 5th, 2008 • Dr. Tattoff, Inc. • Blank checks
THIS AMENDMENT NO. 1 TO SELLING AGREEMENT (this “Amendment”) is dated as of July 11, 2008, by and among Dr. Tattoff, Inc. (formerly Lifesciences Opportunities Incorporated), a Florida corporation located at 8500 Wilshire Boulevard, Suite 105, Beverly Hills, CA 90211 (the “Seller”), and Dawson James Securities, Inc., a Florida corporation located at 925 S. Federal Highway, 6th Floor, Boca Raton, FL 33432 (the “Selling Agent”).
ContractWarrant Agreement • October 5th, 2011 • Dr. Tattoff, Inc. • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks
This Note Conversion Agreement (“Agreement”) is entered into this 20th day of December 2007, by DRTATTOFF, LLC (the “Company”), a California limited liability company, and each of the undersigned noteholders (each a “Noteholder” and together, the “Noteholders”).
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks
This Amendment to Management Services Agreement (the “Amendment”) is made and entered into as of August 15, 2007, by and between DRTATTOFF, LLC, a California limited liability company (“Manager”) and William Kirby, D.O., an individual ("'Physician") with reference to the following facts:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 30th, 2007 • Lifesciences Opportunities Inc • Blank checks • California
THIS MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of December 20, 2005, by and between DRTATTOFF, LLC, a California limited liability company (“Manager”) and William Kirby, D.O., an individual (“Physician”).
ContractWarrant Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE 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, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SECOND NOTE EXTENSION AGREEMENTNote Extension Agreement • July 18th, 2008 • Dr. Tattoff, Inc. • Blank checks
This Second Note Extension Agreement (“Agreement”) is entered into this 30th day of May 2008, by Dr. Tattoff, Inc. (the “Company”), a Florida corporation, and each of the undersigned noteholders (collectively, “Noteholders”).
FORM OF LOCK-UP AGREEMENT LIFESCIENCES OPPORTUNITIES INCORPORATEDLock-Up Agreement • May 1st, 2008 • Lifesciences Opportunities Inc • Blank checks • Florida
ContractSecured Senior Subordinated Convertible Promissory Note • August 14th, 2012 • Dr. Tattoff, Inc. • Blank checks • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR, IF REQUESTED BY THE CORPORATION, AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
