UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • New York
Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019
ATHERONOVA INC. [FORM OF] COMMON STOCK PURCHASE WARRANTSecurity Agreement • September 16th, 2014 • AtheroNova Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AtheroNova Inc., a Delaware corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.7 LANDBANK GROUP, INC. 2006 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant") by and between Landbank Group,...Stock Option Agreement • January 24th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
AGREEMENT OF SALE THIS AGREEMENT OF SALE (the "Agreement") is entered into this 1 day of August, 2005 between INVESTMENT CAPITAL RESEARCHERS, INC., a California corporation ("ICR"), and LAND BANC LLC, A California limited liability company ("Land...Agreement of Sale • January 4th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 23rd day of January, 2006, by and among ISTORAGE NETWORKS, INC. (F/K/A CAMRYN INFORMATION SERVICES, INC)., a Delaware corporation...Stock Purchase Agreement • November 14th, 2006 • LandBank Group Inc • Delaware
SECURITY AGREEMENTSecurity Agreement • September 16th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • California
This SECURITY AGREEMENT, dated as of September 12, 2014 (this “Agreement”), is among AtheroNova Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and the holders, each signatory hereto, of the Company’s 8% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $1,000,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 16th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • California
THIS SUBSIDIARY GUARANTEE, dated as of September 12, 2014 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”, and together with the Company (as defined below), the “Debtors”), in favor of the purchasers (including such purchasers’ successors, transferees and assigns, the “Purchasers”) signatory to the Purchase Agreement (as defined below).
Exhibit 10.1 ROYALTY AGREEMENT THIS ROYALTY AGREEMENT ("Agreement") is made and entered into as of this 1st day of June 2005 (the "Effective Date"), by and between Landbank, LLC and its successors ("Landbank"), and John Beck Amazing Profits, LLC a...Royalty Agreement • January 24th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
RECITALSAssignment and Assumption Agreement • January 4th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2006 • LandBank Group Inc • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2010 • Trist Holdings, Inc. • Land subdividers & developers (no cemeteries) • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into May __, 2010, by and among, AtheroNova Inc., a Delaware corporation (“AtheroNova” or, the “Company”), those stockholders of the Company set forth on the signature pages to this Agreement (the “Stockholders”) and those investors of the Company set forth on the signature pages to this Agreement (the “Purchasers”, and together with the Stockholders, the “Holders”).
ATHERONOVA INC. FORM OF WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 9th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [________], 2014 (the “Issuance Date”), between Atheronova Inc., a Delaware corporation, with offices at 2301 Dupont Drive, Suite 525, Irvine, CA 92612 (“Company”), and Securities Transfer Corporation, with offices at 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034 (“Warrant Agent”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 20th, 2010 • Trist Holdings, Inc. • Land subdividers & developers (no cemeteries)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fourth (4th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AtheroNova Inc., a Delaware corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2010 • Trist Holdings, Inc. • Land subdividers & developers (no cemeteries) • California
This Securities Purchase Agreement (this “Agreement”) is dated as of May __, 2010 between Trist Holdings, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and W-Net Fund I, L.P., which will serve as the representative of the Purchasers, and is referred to herein from time to time as the “Purchaser Representative”.
ContractSubsidiary Guarantee • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California
LANDBANK GROUP, INC. 2006 STOCK INCENTIVE PLAN STOCK OPTION EXERCISE AGREEMENT This Stock Option Exercise Agreement (the "Exercise Agreement") is made and entered into as of , 2006 (the "Effective Date") by and between Landbank Group, Inc., a Delaware...Stock Option Exercise Agreement • January 4th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
ATHERONOVA INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 31st, 2014 • AtheroNova Inc. • Pharmaceutical preparations • New York
WHEREAS, the Company is engaged in a public offering (the “Offering”) of Common Stock and Warrants and, in connection therewith, has determined to issue and deliver up to 5,000,000 Warrants (the “Warrants”) to the public investors pursuant to Section 1 of that certain Underwriting Agreement, dated as of October 28, 2014 (the “Underwriting Agreement”), with each such Warrant evidencing the right of the holder thereof to purchase one share of common stock, par value $.0001 per share, of the Company’s Common Stock (the “Common Stock”) for $4.00, subject to adjustment as described herein; and
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2010 • AtheroNova Inc. • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 30th day of August, 2010 (the “Commencement Date”) between ATHERONOVA INC., a Delaware corporation (the “Company”) and MARK SELAWSKI (the “Executive”).
ATHERONOVA INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 12th, 2013 • AtheroNova Inc. • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE WARRANT certifies that _____________________, having an address at ___________________________________________, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the common stock, par value $0.0001 per share (the “Common Stock”), of AtheroNova Inc., a Delaware corporation (the “Company”). This Warrant has been issued to the Holder in connection with the private placement of securities offered pursuant to that certain Subscription Agreement, dated August [__], 2013 (the “Securities Purchase Agreement”).
ATHERONOVA INC. SECOND AMENDED AND RESTATEDConvertible Security Agreement • June 20th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California
THIS SECOND AMENDED AND RESTATED 2.5% SENIOR SECURED CONVERTIBLE NOTE (this “Note”) is one of a series of duly authorized and validly issued Second Amended and Restated 2.5% Senior Secured Convertible Notes (the “Notes”) of AtheroNova Inc., a Delaware corporation (the “Company”), having its principal place of business at 2301 Dupont Drive, Suite 525, Irvine, CA 92612.
OFFICE LEASE Between TR DUPONT CENTRE LLC, Landlord, andOffice Lease • June 20th, 2012 • AtheroNova Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (this "Lease") is made and entered into as of the --- day of June, 2012, ("Date of Execution") by and between TR DUPONT CENTRE LLC, a Delaware limited liability company (hereinafter referred to as "Landlord"), and ATHERO NOVA, INC., a Delaware corporation (hereinafter referred to as "Tenant").
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • June 20th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California
THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June 15, 2012, is by and between AtheroNova Inc., a Delaware corporation formerly known as Trist Holdings, Inc. (the “Company”), and _______________ (the “Investor”).
COMMON STOCK PURCHASE WARRANT ATHERONOVA INC.Common Stock Purchase Warrant • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the date immediately prior to the 66th monthly anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AtheroNova Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ATHERONOVA INC.Convertible Security Agreement • May 20th, 2010 • Trist Holdings, Inc. • Land subdividers & developers (no cemeteries) • California
THIS NOTE is one of a series of duly authorized and validly issued 2.5% Senior Secured Convertible Notes of AtheroNova Inc., a Delaware corporation (the “Company”), having its principal place of business at 2301 Dupont Drive, Suite 525, Irvine, CA 92612, designated as its 2.5% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
Landbank Group, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENTConsulting Agreement • November 14th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 27th day of September, 2007 (the “Effective Date”) by and between Landbank Group, Inc., a Delaware corporation (the “Company”), and Venor, Inc. (“Consultant”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • August 5th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • California
This Non-Exclusive MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is entered into this 7th day of May, 2014 (the “Signing Date”) and is effective as of April 28, 2014 (the “Commencement Date”), between ATHERONOVA INC., a Delaware corporation (the “Company”) and THOMAS GARDNER (the “Consultant”).
LANDBANK GROUP, INC. OPTION TERMINATION AGREEMENTOption Termination Agreement • November 14th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
THIS OPTION TERMINATION AGREEMENT (this “Agreement”) is made as of August __, 2007, by and among Landbank Group, Inc., a Delaware corporation (the “Company”), and ___________________________ (the “Option Holder”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • September 3rd, 2010 • AtheroNova Inc. • Pharmaceutical preparations • California
This MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is entered into this 30th day of August, 2010 (the “Commencement Date”) between ATHERONOVA INC., a Delaware corporation (the “Company”) and THOMAS W. GARDNER (the “Consultant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of September 12, 2014 among AtheroNova Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and W-Net Fund I, L.P., which will serve as the initial representative of the Purchasers, and is referred to herein from time to time as the “Purchaser Representative.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 14th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • California
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of January 13, 2014, is made by AtheroNova Inc., a Delaware corporation (the “Company”), and all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Grantors”), in favor of the holders of the Company’s 6% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $1,400,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2014 • AtheroNova Inc. • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 7th day of May, 2014 (the “Signing Date”) and is effective as of April 28, 2014 (the “Commencement Date”) between ATHERONOVA, INC., a Delaware corporation (the “Company”) and MARK SELAWSKI (the “Executive”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 7th, 2007 • LandBank Group Inc • Land subdividers & developers (no cemeteries) • California
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2007, by and among Landbank Group, Inc., a Delaware corporation (the “Company”), located at 7030 Hayvenhurst Ave., Van Nuys, CA 91406-3801, Landbank Acquisition LLC, a California limited liability company (the “Investor”), located at 7030 Hayvenhurst Ave., Van Nuys, CA 91406-3801, and Family Products LLC, a California limited liability company, located at 7030 Hayvenhurst Ave., Van Nuys, CA 91406-3801 (“FPLLC”) (for purposes of providing indemnification pursuant to Section 8 and the acknowledgement of Section 9.13 only). Each of the Company and Investor are referred to individually herein as a “Party,” and collectively, as the “Parties.”
12% CONVERTIBLE NOTEConvertible Security Agreement • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California
THIS NOTE (this “Note”) is one of a series of duly authorized and validly issued 12% Convertible Notes (the “Notes”) of AtheroNova Inc., a Delaware corporation (the “Company”), having its principal place of business at 2301 Dupont Drive, Suite 525, Irvine, CA 92612.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2011 • AtheroNova Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of November 3, 2011, by and among AtheroNova Inc., a Delaware corporation (the “Company”), and OOO CardioNova, a Russian corporation and a subsidiary of OOO Maxwell Biotech Group, having its principal office at Bolshaya Yakimanka 1, Suite 329, Russia, 119180 (the “Purchaser”).
Z&Z Medical Holdings, Inc. EMPLOYMENT CONTRACTEmployment Agreement • May 20th, 2010 • Trist Holdings, Inc. • Land subdividers & developers (no cemeteries) • California
THIS AGREEMENT is made this 15th day of October 2007, by and between Thomas W. Gardner, hereinafter referred to as "Chief Executive Officer", "CEO", and Z&Z Medical Holdings, Inc., (ZZMH) a Nevada corporation, hereinafter referred to as "the Company".
