BioElectronics Corp Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 21st, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 8, 2005, is by and among BioElectronics Corporation, a Maryland corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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Contract
Warrant Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIOELECTRONICS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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LEASE AGREEMENT between Westlake Plaza Business Park, LLC a California Limited Liability Company as “Landlord” and BioElectronic Corporation A Maryland Corporation As “Tenant”
Lease Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus

THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord Identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • Maryland

This Employment Agreement ("Agreement") dated June 2, 2005 between BioElectronics Corporation, a Maryland Corporation (the "Company") located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Joseph M. Iglesias (the "Executive"), residing at 1930 Brushoak Ct., Thousand Oaks CA 91320.

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PLACEMENT AGENT'S WARRANT TO PURCHASE COMMON STOCK BIOELECTRONICS CORPORATION (a Maryland corporation) Dated: April 4, 2005
Warrant Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

This Warrant is issued pursuant to a Placement Agent Agreement, dated as of December 1, 2004, between the Company and Buckman, Buckman & Reid, Inc. ("BB&R") in connection with a private offering through BB&R (the "Private Offering") of up to 10,000,000 Units (the "Investor Units").

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LIMITED STANDSTILL AGREEMENT
Limited Standstill Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

This AGREEMENT (the "Agreement") is made as of the 4th day of December, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of BioElectronics Corporation, a Maryland corporation (the "Company").

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MADISON COMMERCE CENTER-A, LLC Lease Agreement
Lease Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • California

This Lease Agreement is made on this 31 day of August, 2005, at Murrieta, California between MADISON COMMERCE CENTER-A, LLC. (hereinafter "Lessor" or MCC) and

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MODIFICATION AND AMENDMENT AGREEMENT
Modification and Amendment Agreement • August 14th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus

This Modification and Amendment Agreement ("Agreement") dated as of August 14, 2006 is entered into by and among BioElectronics Corp., a Maryland corporation (the "Company") and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers").

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PROMISSORY NOTE AGREEMENT
Promissory Note Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • California

AGREEMENT made as of the 30th Day of June 2005 by and between MaxMed Technologies, Inc. ("Borrower"), a Delaware corporation, with offices at 9265 Dowdy Drive, Suite 11, San Diego, California 92126 and BioElectronics Corporation, a Maryland corporation, having an office at 401 Rosemont Avenue, Frederick, Maryland 21701, ("Lender" or "Holder").

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DISTRIBUTION AGREEMENT
Distribution Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • Delaware

This DISTRIBUTION AGREEMENT is entered into as of June 30, 2005 (the "Effective Date") between BIOELECTRONICS CORPORATION, a Maryland corporation with offices at 401 Rosemont Avenue, Frederick, Maryland 21701 (the "Company"), and MaxMed Technologies, Inc , a Delaware Corporation with offices at 9265 Dowdy Drive, Suite 11, San Diego, California 92126 (the "Distributor").

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MODIFICATION AND AMENDMENT AGREEMENT
Modification and Amendment Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus

This Modification and Amendment Agreement ("Agreement") dated as of June 16, 2006 is entered into by and among BioElectronics Corp., a Maryland corporation (the "Company") and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers").

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SUBSCRIPTION AGREEMENT
Subscription Agreement • January 17th, 2007 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of December 8, 2005, is by and among BioElectronics Corporation, a Maryland corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers").

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BIOELECTRONICS CORPORATION AGREEMENT EVIDENCING THE GRANT OF A NON-QUALIFIED STOCK OPTION UNDER THE BIOELECTRONICS CORPORATION 2004 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • January 17th, 2007 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

Agreement (this "Agreement") made as of June 7, 2006 (the "Grant Date"), between BioElectronics Corporation, a Maryland corporation (the "Company"), and Todd Kislak ("Grantee").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 19th, 2006 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • New York

This Registration Rights Agreement (the "Agreement") is made as of April 4, 2005, by and between BioElectronics Corporation, a Maryland corporation (the "Company"), and those persons whose names appear on Schedule A, as such Schedule A is amended from time to time (collectively, the "Investors").

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Agreement and Release (the "Agreement") Between Todd Kislak ("you" or "your") and BioElectronics, a Maryland corporation, located at 401 Rosemont Avenue, 3rd Floor Rosenstock Hall, Frederick, Maryland (the "Company")
Separation Agreement • January 17th, 2007 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • Maryland
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MADISON Commerce Center-A, LLC Lease Agreement
Lease Agreement • February 13th, 2006 • BioElectronics Corp • California

This Lease Agreement is made on this 31 day of August, 2005, at Murrieta, California between MADISON COMMERCE CENTER-A, LLC. (hereinafter “Lessor” or MCC) and ANDREW S. WHELAN DBA BIOELECTRONICS CORPORATIONS, (hereinafter “Lessee” or “Tenant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2007 • BioElectronics Corp • Electromedical & electrotherapeutic apparatus • Maryland

This Employment Agreement ("Agreement") dated August 1, 2006 between BioElectronics Corporation, a Maryland Corporation (the "Company") located at 401 Rosemont Avenue, 3rd Floor Rosenstock Hall, Frederick, Maryland 21701 and Lawrence Rosen (the "Executive"), residing at 1 Suntop Court, Unit 102, Baltimore, MD 21209.

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