Global Health Ventures Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 28th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2010, by and between GLOBAL HEALTH VENTURES INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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Contract
Warrant Agreement • July 8th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Utah

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GLOBAL HEALTH VENTURES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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PURCHASE AGREEMENT
Purchase Agreement • May 28th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of May 28, 2010, by and between GLOBAL HEALTH VENTURES INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • July 8th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Utah

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 16, 2011 (this “Agreement”), is entered into by and between GLOBAL HEALTH VENTURES, INC., a Nevada corporation (the “Company”), and ●, an Illinois limited liability company, its successors or assigns (the “Buyer”).

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SECURITY AGREEMENT
Security Agreement • November 4th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

This Security Agreement (this “Agreement”), dated as of October 27, 2011, is executed by Kedem Pharmaceuticals Inc. (formerly known as Global Health Ventures Inc.), a Nevada corporation (“Debtor”), in favor of ●, an Illinois limited liability company, its successors and/or assigns (“Secured Party”).

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SECURITY AGREEMENT
Security Agreement • July 8th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Utah

This Security Agreement (this “Agreement”), dated as of June 16, 2011, is executed by Global Health Ventures, Inc., a Nevada corporation (“Debtor”), in favor of ●, an Illinois limited liability company (“Secured Party”).

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Contract
Private Placement Subscription Agreement • April 14th, 2009 • Global Health Ventures Inc. • Services-allied to motion picture production • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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Contract
Private Placement Subscription Agreement • October 2nd, 2008 • Goldtown Investments Corp. • Services-allied to motion picture production • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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Contract
Private Placement Subscription Agreement • November 20th, 2009 • Global Health Ventures Inc. • Services-allied to motion picture production • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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FORM OF WARRANT
Warrant Agreement • March 25th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

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 AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THAT SUCH REGISTRATION IS NOT REQUIRED.

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 25th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of _________, 2010, by and among _______________, a ________ corporation (the “Company”), ____________, an Illinois limited liability company (the “Investor”), and _________, President and Chief Executive Officer of the Company, in his individual capacity, (the “Affiliate”).

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Contract
Secured Buyer Note • July 8th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Utah

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 14th, 2009 • Global Health Ventures Inc. • Services-allied to motion picture production
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STOCK CANCELLATION AGREEMENT
Stock Cancellation Agreement • September 15th, 2008 • Goldtown Investments Corp. • Services-allied to motion picture production

The parties hereby agree to cancel 93,800,000 common shares purchased by Blair Law pursuant to the subscription agreement which I entered into with Goldtown Investments Corp. on April 26, 2006.

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EXCHANGE AGREEMENT
Exchange Agreement • November 4th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

This EXCHANGE AGREEMENT (this “Agreement”) is entered into October 27, 2011, by and between ●, an Illinois limited liability company (“SGI”), and Kedem Pharmaceuticals Inc. (formerly known as Global Health Ventures Inc.), a Nevada corporation (the “Company”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • November 4th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

This Forbearance Agreement (this “Agreement”) is entered into as of October 27, 2011, by and between ●, an Illinois limited liability company, its successors or assigns (“Lender”), and Kedem Pharmaceuticals Inc. (formerly known as Global Health Ventures Inc. (“Global”)), a Nevada corporation (“Borrower”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note (as defined below) unless otherwise defined herein.

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ESCROW AGREEMENT
Escrow Agreement • March 25th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • New York

This ESCROW AGREEMENT (the “Escrow Agreement”) is dated as of this ___th day of _____ 2010, by and among ____________ (the “Investor”), ____________ (the “Company”), ___________, an affiliate of the Company (the “Affiliate” and together with the Company and the Investor, the “Parties”), and ____________ (the “Escrow Agent”). All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in that certain securities purchase agreement, dated of even date herewith (the “Securities Purchase Agreement”).

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ESCROW AGREEMENT
Escrow Agreement • July 8th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Utah

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2011 by and among (a) ●, an Illinois limited liability company (“Borrower”), (b) Global Health Ventures, Inc., a Nevada corporation (“Lender”), and (c) ●, a Utah corporation (“Escrow Agent”).

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FORM OF OPTION TERMINATION AGREEMENT
Option Termination Agreement • November 15th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production
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Web Development Agreement
Web Development Agreement • October 6th, 2006 • Acting Scout Inc. • British Columbia

THIS AGREEMENT WITNESSES that the parties have agreed that the terms and conditions of this Agreement shall be as follows:

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FORBEARANCE AGREEMENT
Forbearance Agreement • November 4th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

This Forbearance Agreement (this “Agreement”) is entered into as of October 27, 2011, by and between ●, an Illinois limited liability company, its successors or assigns (“Lender”), and Kedem Pharmaceuticals Inc. (formerly known as Global Health Ventures Inc. (“Global”), a Nevada corporation (“Borrower”).

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RETURN TO TREASURY AGREEMENT
Return to Treasury Agreement • October 2nd, 2008 • Goldtown Investments Corp. • Services-allied to motion picture production
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LETTER OF CREDIT AGREEMENT
Letter of Credit Agreement • July 8th, 2011 • Global Health Ventures Inc. • Services-allied to motion picture production • Utah

THIS LETTER OF CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2011 by and between Global Health Ventures, Inc., a Nevada corporation (“Lender”), and ●, an Illinois limited liability company (“Debtor”).

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GLOBAL HEALTH VENTURES INC. FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • November 15th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • British Columbia

THIS AGREEMENT is entered into as of November , 2010 (“Date of Grant”) between GLOBAL HEALTH VENTURES INC. a Nevada corporation (the “Company”), and (the “Optionee”).

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FORM OF SECURED PURCHASE NOTE
Secured Purchase Note • March 25th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Securities Purchase Agreement dated of even date herewith.

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FORM OF PLEDGE AGREEMENT
Pledge Agreement • March 25th, 2010 • Global Health Ventures Inc. • Services-allied to motion picture production • Illinois

THIS PLEDGE AGREEMENT (the “Agreement”), dated __________, by and among ____________, (the “Investor”), ______________, a _________ corporation, (the “Company”) and ___________, an affiliate of the Company (the “Affiliate,” together with the Company and the Investor, the “Parties”), shall become effective upon the execution thereof by all parties. All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Securities Purchase Agreement dated of even date herewith.

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