RECITALSEmployment Agreement • September 15th, 2004 • Getting Ready Corp • Florida
RECITALSEmployment Agreement • September 15th, 2004 • Getting Ready Corp • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2006 • Getting Ready Corp • Services-personal services • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of March 6, 2006, by and between Getting Ready Corporation, a corporation organized under the laws of State of Delaware, with its principal executive office at 8990 Wembley Court, Sarasota, FL 34238 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
INVESTMENT AGREEMENTInvestment Agreement • March 7th, 2006 • Getting Ready Corp • Services-personal services • Massachusetts
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of March 6, 2006 by and between Getting Ready Corporation a Delaware corporation (the “Company”), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the “Investor”).
RECITALSEmployment Agreement • September 15th, 2004 • Getting Ready Corp • Florida
EXHIBIT 10.2 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of July 30, 2004 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and GETTING...Standby Equity Distribution Agreement • September 15th, 2004 • Getting Ready Corp • New Jersey
This Amendment dated as of August 9, 2004 is made by and between Getting Ready Corporation ("GRC") and Celerity Systems, Inc. ("Celerity") for the purpose of amending the Business Development Agreement by and between GRC and Celerity dated August 2,...Business Development Agreement • November 19th, 2004 • Getting Ready Corp • Services-personal services
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 20th, 2006 • Getting Ready Corp • Services-personal services • Delaware
The undersigned, Getting Ready Corporation, a Florida corporation (the “COMPANY”), hereby agrees with Instream Partners LLC, a California limited liability company (the “PLACEMENT AGENT”) and Dutchess Private Equities Fund, L.P., a Delaware limited partnership (the “INVESTOR”) as follows:
SEVERANCE AGREEMENTSeverance Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations • Illinois
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of October 8, 2003, by and between Winston Laboratories, Inc., a Delaware corporation (the “Company”), and Scott B. Phillips (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of May 19, 2010 by and among Winston Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“PFS”), and each of Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”).
STANDSTILL AGREEMENTStandstill Agreement • May 21st, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS STANDSTILL AGREEMENT (this “Agreement”) is made effective as of May 19, 2010 by and among each of Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”) and Joel E. Bernstein, M.D. and Carole Bernstein, and solely with respect to paragraph (c) of Section 2 and paragraph (a) of Section 3 of this Agreement, Winston Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
WINSTON LABORATORIES, INC. SECRECY, INVENTION AND NON-COMPETITION AGREEMENTSecrecy, Invention and Non-Competition Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations • Illinois
THIS SECRECY, INVENTION AND NON-COMPETITION AGREEMENT (“Agreement”) is between WINSTON LABORATORIES, INC. (the “Company”) and David Starr (“Employee”).
WINSTON PHARMACEUTICALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 13th, 2009 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Winston Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants this 25th day of September, 2009 (the “Grant Date”), to _____ (the “Optionee”), an option, pursuant to the Winston Pharmaceuticals, Inc. Omnibus Incentive Plan (the “Plan”), to purchase a maximum of _____ (_____) shares of the Company’s Common Stock, at the price of $1.36 per share (or such price as is subsequently determined by the Internal Revenue Service for the purposes of avoiding penalties under Code Section 409A to be the Fair Market Value as of the Grant Date pursuant to Treasury Regulations Section 1.409A-1(b)(5)(iv)(B), if applicable), on the following terms and conditions:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 21st, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 19th day of May, 2010, is by and among Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“Buyer”), and each of Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”).
ContractSeverance Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations • Florida
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Employment Agreement”) is made and entered into as of the 25th day of September, 2008, by and among GETTING READY CORPORATION, a Delaware corporation (“Employer”), WINSTON LABORATORIES, INC., a Delaware corporation and wholly-owned subsidiary of Employer (“Winston”), and JOEL E. BERNSTEIN, M.D., an individual having an address at 615 Brierhill Road, Deerfield, Illinois (“Employee”).
VOTING AGREEMENTVoting Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations • Delaware
VOTING AGREEMENT, dated as of this 25th day of September, 2008, (“Agreement”), among each of the persons listed on the signature page attached hereto (the “Stockholders”), and Getting Ready Corporation, a Delaware corporation (“Parent”).
ContractEmployment Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations
This letter constitutes the sole and complete one (1) year employment agreement concerning salary, benefits and conditions of your employment by Winston Laboratories, Inc. (“Winston”). Your position will be Vice President, Chief Financial Officer. In your position you will be responsible for all financial functions of the Company.
ContractConsultation Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations
This letter will constitute the full and complete consultation agreement between Winston Laboratories, Inc. (“Winston” or the “Company”) and yourself (“Consultant”) starting from October 1, 2007. You will perform a variety of consultative services including, among others, helping with the merger due diligence, interfacing with Principal, Guardian, ADP, Cardinal Health SPS, and other service providers of the Company.
FORM OF LOCKUP AGREEMENTLock-Up Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations • Delaware
The undersigned, a holder of shares of Winston Laboratories, Inc. (“Company”), desires that the Company merge (the “Merger”) with and into a wholly-owned subsidiary of Getting Ready Corporation (“Parent”). For good and valuable consideration, the undersigned is entering into this agreement (this “Lock-Up Letter Agreement”) and hereby irrevocably agrees that following the closing of the Merger, and until the second anniversary of closing of the Merger (the “Lock-Up Period End Date”), the undersigned will not, directly or indirectly:
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • November 19th, 2007 • Getting Ready Corp • Services-personal services • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of November 13, 2007, is entered into by and among Winston Laboratories, Inc., a Delaware corporation (“Winston”), Getting Ready Corporation, a Delaware corporation (“Parent”), Winston Acquisition Corp., a Delaware corporation, which is a wholly owned Subsidiary of Parent (“Merger Sub”).
PHARMACEUTICAL FINANCIAL SYNDICATE, LLC 100 Fairway Drive Vernon Hills, IL 60061 February 3, 2010Acquisition Agreement • February 18th, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations
The following sets forth the principal terms of the proposed transaction (the “Agreement” or the “Transaction(s)”) in which Pharmaceutical Financial Syndicate, LLC (“PFS”) shall acquire 100% of the capital stock (18,399,271 shares), warrants (8,958,975 warrants) and all interests exercisable to purchase, or convertible into, capital stock in Winston Pharmaceuticals, Inc. (“Winston”) from Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (“Frost Group”).
ADDENDUMInvestment Agreement • March 20th, 2006 • Getting Ready Corp • Services-personal services
This Addendum (“Addendum”) to the Investment Agreement dated March 6, 2006 (“Agreement”) is made this 17th day of March, 2006, by and between the parties to this Addendum, Getting Ready Corporation (“Company”) and Dutchess Private Equities Fund, LP ("Dutchess") pertaining to the Agreement.
WARRANTWarrant Agreement • October 1st, 2008 • Getting Ready Corp • Pharmaceutical preparations • Delaware
THIS SECURITY AND THE SHARES (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SHARE MAY BE SOLD OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 20th, 2008 • Getting Ready Corp • Services-personal services
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2007, is made by and between Getting Ready Corporation, a Delaware corporation (the “Company”), and the Investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
SECOND AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • June 25th, 2008 • Getting Ready Corp • Services-personal services • Delaware
This SECOND AMENDMENT (the “Amendment”) is made as of June 23, 2008 to the Merger Agreement and Plan of Reorganization (“Merger Agreement”), dated as of November 13, 2007, as amended, by and among Winston Laboratories, Inc., a Delaware corporation, Getting Ready Corporation, a Delaware corporation, and Winston Acquisition Corp., a Delaware corporation.
FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • June 4th, 2008 • Getting Ready Corp • Services-personal services • Delaware
This FIRST AMENDMENT (the “Amendment”) is made as of May 30, 2008 to the Merger Agreement and Plan of Reorganization (“Merger Agreement”), dated as of November 13, 2007, by and among Winston Laboratories, Inc., a Delaware corporation, Getting Ready Corporation, a Delaware corporation, and Winston Acquisition Corp., a Delaware corporation.
ESCROW AGREEMENTEscrow Agreement • May 21st, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Escrow Agreement, dated as of May 19, 2010 (the “Agreement”), is by and among Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“Buyer”), Frost Gamma Investments Trust, a Florida trust, as a shareholder and as the “Representative” pursuant to this Agreement, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”) (the Frost Group Shareholders and together with Buyer, sometimes referred to individually as “Party” or collectively as the “Parties”) and Wells Fargo Bank, National Association, as escrow agent (“Escrow Agent”). Capitalized terms used in this Agreement but not otherwise defined shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement, dated as of May 19, 2010 (the “Stock Purchase Agreement”), by and among Buyer and the Frost Group Shareholders.
Confidential treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with a series of three asterisks in brackets [***], has been filed separately with the Securities and...License Agreement • November 12th, 2008 • Getting Ready Corp • Pharmaceutical preparations • New York
This Agreement, made and entered effective as of the 30th day of October, 2008 (the “Effective Date”), in the City of Montreal, Province of Quebec, by and between:
