NONINVASIVE MEDICAL TECHNOLOGIES, INC. 1,500,000 Units Each Unit consisting of Two shares of Common Stock, One Redeemable Class A Warrant and One Non- Redeemable Class B WarrantUnderwriting Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • New York
NONINVASIVE MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I to this Agreement (the “Underwriters”) for whom US EURO Securities, Inc. is acting as the representative (the “Representative”): (i) 1,500,000 units (the “Firm Units”), each Firm Unit consisting of two shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), (ii) one redeemable Class A warrant to purchase one share of Common Stock (the “Redeemable Class A Warrant”) and (iii) one non-redeemable Class B warrant to purchase one share of Common Stock (the “Non-Redeemable Class B Warrant”), the Firm Units consisting of an aggregate 3,000,000 shares (the “Firm Shares”) of Common Stock, 1,500,000 Redeemable Class A Warrants (the “Firm Class A Warrants”) and 1,500,000 Non-Redeemable Class B Warrants (the “Firm Class B Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to th
Noninvasive Medical Technologies, Inc. Underwriters' Warrant AgreementUnderwriters' Warrant Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Delaware
Underwriters' Warrant Agreement dated as of __________, 2007 by and between Noninvasive Medical Technologies, Inc., a Delaware corporation (the "Company") and US Euro Securities, Inc. (“US Euro”), as Representative of the several Underwriters (the “Underwriters”).
FIRST AMENDED OPERATING AGREEMENT FOR Noninvasive Medical Technologies, LLC A Michigan Limited Liability CompanyOperating Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Michigan
This First Amended Operating Agreement is made on May 5, 2005 between Members David Marande, Ronald L. McCaughan, Conrad A. Kalitta, George W. Kelsey, Mark L. McAlpine and David B. Adams as the majority of initial members of the Company and all of those who are subsequently admitted as members (individually, a "Member" and collectively, the "Members") who agree as follows:
EXCLUSIVE LICENSE AND ROYALTY AGREEMENTExclusive License and Royalty Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Michigan
This Agreement is entered into this 6th day of March, 2006, by and between Life Signs Detection Systems, Inc., its officers, directors, shareholders, members, predecessors, successors, parent, subsidiary and all related entities or entities owned in common therewith (collectively the “LSDS”), with its principal place of business at 9304 NE 82nd Ct., Vancouver, WA 98662 and Noninvasive Medical Technologies LLC, its officers, directors, shareholders, members, predecessors and successors, parent, subsidiary and all related entities or entities owned in common therewith (collectively “NMT”), whose principal place of business, is 6412 South Arville Street, Las Vegas, Nevada 89118 .
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Nevada
This Employment Agreement (“Agreement”) is entered into and made effective as of January 1, 2007 (“Effective Date”), by and between Noninvasive Medical Technologies, Inc. (“Company”) and Ronald McCaughan (“Executive”).
ASSIGNMENT AND SALE AGREEMENTAssignment and Sale Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Pennsylvania
This Agreement is made this 4th day of November, 2003 by and between Drexel University, a Pennsylvania nonprofit corporation, with offices located at 3201 Arch Street, Suite 100, Philadelphia, Pennsylvania 19104, and its predecessors, successors, related parties and affiliated entities (collectively “Drexel”), and Noninvasive Medical Technologies, LLC, a Michigan Limited Liability Company, with its principal offices at 3201 University Drive, Suite 360, Auburn Hills, MI 48326 and its predecessors, successors, related parties and affiliated entities (collectively “NMT”).
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc
This Mutual Release and Settlement Agreement (the “Agreement”) is entered into December 6, 2006, by and among James A. Gunnerson (“Gunnerson”) and Noninvasive Medical Technologies (“NMT”).
AGREEMENT AND PLAN OF MERGER OF NONINVASIVE MEDICAL TECHNOLOGIES, INC. A DELAWARE CORPORATION AND NONINVASIVE MEDICAL TECHNOLOGIES, LLC A MICHIGAN LIMITED LIABILITY COMPANYMerger Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc
THIS AGREEMENT AND PLAN OF MERGER dated as of September 27, 2006 (the "Agreement") is between Noninvasive Medical Technologies, Inc., a Delaware corporation ("NMT Delaware") and Noninvasive Medical Technologies, LLC., a Michigan limited liability company ("NMT Michigan"). NMT Delaware and NMT Michigan are sometimes referred to herein as the "Constituent Entities."
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Nevada
This Employment Agreement (“Agreement”) is entered into and made effective as of January 1, 2007 (“Effective Date”), by and between Noninvasive Medical Technologies, Inc. (“Company”) and Ann McCaughan (“Executive”).
