SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2005 • Icon Development, Inc. • Nevada
SUBSCRIPTION AGREEMENT made as of this _____ day of ______________, 2005 between ICON DEVELOPMENT, INC., a Nevada corporation with its registered office at 550 WEST LIBERTY STREET SUITE 880 RENO NEVADA, 89105 (the "Company") and the undersigned (the "Subscriber").
This Agreement made this 12th day of April, 2005.Technology Purchase Agreement • November 15th, 2005 • Icon Development, Inc. • Nevada
ICON DEVELOPMENT, INC., a Nevada corporation having a Registered and Records Office located at: 50 West Liberty Street, Suite 880 Reno, Nevada USA, 89501
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 9th, 2007 • Icon Development, Inc. • Services-prepackaged software
This First Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among, ICON DEVELOPMENT, INC., a corporation organized under the laws of the State of Nevada (“ICON”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“XENO”), and the stockholders of XENO (the “Holders”) is made May 1, 2007.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2007 • Icon Development, Inc. • Services-prepackaged software • Nevada
This agreement and plan of merger (the “Agreement”) dated as of April 24, 2007, is by and among, ICON DEVELOPMENT, INC., a corporation organized under the laws of the State of Nevada (“ICON”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, AMERICAN XENO, INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“XENO”), and the stockholders of XENO (the “Holders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 31st, 2006 • Icon Development, Inc. • Services-prepackaged software • Nevada
Netrix carries on the business of the development, marketing, exporting, importing, distribution and sale of health and dietary products and supplements and related sales and analytical software under various tradenames including VivaTRU, VivaTOUCH and VivaSLIM and similar “Viva”-based tradenames and trademarks (the “Business”);
THIS AGREEMENT DATED THIS 6th DAY OF October, 2004Agreement • November 15th, 2005 • Icon Development, Inc. • Nevada
Icon Development Inc., a corporation carrying on business under the jurisdiction of the State of Nevada Corporations Act, and having its head office in Vancouver BC Canada.
SIXTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 2nd, 2008 • Xeno Transplants CORP • Services-commercial physical & biological research
This Sixth Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among XENO TRANSPLANTS CORPORATION (formerly ICON DEVELOPMENT, INC.), a corporation organized under the laws of the State of Nevada (“XENO”) and having its principal offices at Suite 2610, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminster, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“AXI”), and the stockholders of AXI (the “Holders”) is made as of December 26, 2007.
ASSET PURCHASE TERMINATION AGREEMENTAsset Purchase Termination Agreement • November 16th, 2006 • Icon Development, Inc. • Services-prepackaged software • Delaware
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 3rd, 2007 • Icon Development, Inc. • Services-commercial physical & biological research
This Fourth Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among ICON DEVELOPMENT, INC., a corporation organized under the laws of the State of Nevada (“ICON”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“XENO”), and the stockholders of XENO (the “Holders”) is made July 30, 2007.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 30th, 2007 • Icon Development, Inc. • Services-commercial physical & biological research
This Second Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among ICON DEVELOPMENT, INC., a corporation organized under the laws of the State of Nevada (“ICON”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“XENO”), and the stockholders of XENO (the “Holders”) is made May 29, 2007.
FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 26th, 2007 • Xeno Transplants CORP • Services-commercial physical & biological research
This Fifth Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among XENO TRANSPLANTS CORPORATION (formerly ICON DEVELOPMENT, INC.), a corporation organized under the laws of the State of Nevada (“XENO”) and having its principal offices at Suite 2610, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminster, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“AXI”), and the stockholders of AXI (the “Holders”) is made as of September 24, 2007.
EIGHTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 1st, 2008 • Xeno Transplants CORP • Services-commercial physical & biological research
This Eighth Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among XENO TRANSPLANTS CORPORATION (formerly ICON DEVELOPMENT, INC.), a corporation organized under the laws of the State of Nevada (“XENO”) and having its principal offices at Suite 2610, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminster, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“AXI”), and the stockholders of AXI (the “Holders”) is made as of March 26, 2008.
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 19th, 2007 • Icon Development, Inc. • Services-commercial physical & biological research
This Third Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among ICON DEVELOPMENT, INC., a corporation organized under the laws of the State of Nevada (“ICON”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminister, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“XENO”), and the stockholders of XENO (the “Holders”) is made June 14, 2007.
SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 29th, 2008 • Xeno Transplants CORP • Services-commercial physical & biological research
This Seventh Amendment to the Agreement and Plan of Merger (the “Agreement”) dated as of April 24, 2007, by and among XENO TRANSPLANTS CORPORATION (formerly ICON DEVELOPMENT, INC.), a corporation organized under the laws of the State of Nevada (“XENO”) and having its principal offices at Suite 2610, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2, Icon Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“MERGER SUB”) and having its principal offices at 1235 Quayside Drive, Suite 703, New Westminster, British Columbia, Canada V3M 6J5, AMERICAN XENO INC., a corporation organized under the laws of the State of Nevada and having its principal offices at 143 Gardner Road, Brookline, Massachusetts 02445 (“AXI”), and the stockholders of AXI (the “Holders”) is made as of January 23, 2008.
PLEDGE AGREEMENTPledge Agreement • April 26th, 2007 • Icon Development, Inc. • Services-prepackaged software • Nevada
This pledge agreement (this “Agreement”), dated as of April 24, 2007, by and among Ken Swaisland, a resident of British Columbia, Canada (“Mr. Swaisland”), Elliot Lebowitz, a resident of Massachusetts (“Mr. Lebowitz,” together with Mr. Swaisland, the “Pledgors”), Icon Development, Inc., a Nevada corporation (“ICON”) and American Xeno, Inc., a Nevada corporation (“XENO”).
CorporationXeno Transplants CORP • September 26th, 2007 • Services-commercial physical & biological research
This letter sets forth the terms upon which Xeno Transplants Corporation., a Nevada Corporation (“XENO”), proposes to acquire all of the issued and outstanding shares of CrossCart, Inc., a California corporation, (“CCI”) in a share exchange (the “Acquisition”). This letter of intent is subject to the following terms and conditions.
