WarrantWarrant Agreement • March 2nd, 2007 • Across America Financial Services, Inc.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 8th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • South Dakota
This Executive Employment Agreement (the “Employment Agreement”) is made as of February 15th, 2010 (the “Effective Date”) by and between Dennis Harstad (“Executive”) and KL ENERGY CORPORATION, a Nevada corporation (hereinafter, along with its parent, subsidiaries and affiliates, referred to as the “Company”), and amends and restates all previous Employment Agreements by and between Executive and the Company (the “Original Agreement”).
Appendix A – Technology Specific Terms and Conditions Appendix B – Diligence Report Appendix C – Form of Royalty ReportExclusive License Agreement • June 28th, 2013 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
This Exclusive License Agreement (the “Agreement”) between the Regents of the University of Colorado, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (hereinafter “University”) and Omni Bio Pharmaceutical, Inc., a Colorado corporation, having its principal office at 5350 S. Roslyn Street, Suite 430, Greenwood Village, CO 80111 (hereinafter “Licensee”) is effective on the 18th of February, 2013, (the “Effective Date”).
FORM OF TWO-YEAR SUBSCRIPTION AND LOCK-UP AGREEMENTSubscription and Lock-Up Agreement • June 29th, 2009 • Omni Bio Pharmaceutical, Inc. • Loan brokers
This agreement is made in connection with the proposed merger of Apro Bio Pharmaceutical Corporation (“Apro”) with and into Across America Financial Services, Inc. (“Across America”) pursuant to a Agreement of Merger and Plan of Reorganization dated November 17, 2008 between Apro and Across America, whereby Across America will issue to Apro 18,189,462 shares of its common stock in exchange for all of the outstanding common stock of Apro. Apro will distribute the shares of Across America issued to it to its shareholders in exchange for their shares of common stock in Apro. The Agreement of Merger and Plan of Reorganization has been approved by the shareholders of Apro. Apro and Across America shall be referred to herein as the “Company”).
CONSULTING AGREEMENTConsulting Agreement • March 8th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS CONSULTING AGREEMENT (this “Agreement”), effective March 2, 2010 (the “Effective Date”), is made between KL Energy Corp., a Nevada corporation (the “Company"), having its principal place of business at 306 East Saint Joseph Street Suite 200 Rapid City, South Dakota 57701, and Steve Corcoran ("Consultant"), of 2919 Falls Drive, Rapid City SD 57702.
Omni Bio Pharmaceutical, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • August 15th, 2011 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
Omni Bio Pharmaceutical, Inc. (the “Company”), pursuant to approval by the Company’s board of directors (the “Board”) and as set forth in your letter of employment dated July 15, 2011, hereby grants an award of restricted stock units (“Units”) to you, the Participant named below. The terms and conditions of this grant are set forth in this Restricted Stock Unit Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages.
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • August 14th, 2013 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
AMENDMENT TWO TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 14th, 2013 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances)
This Amendment made this 1st day of July, 2013 by and between the THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, contracting for and on behalf of the University of Colorado Denver, a public institution of higher education created under the Constitution and the Law of the State of Colorado (hereinafter referred to as “UNIVERSITY”) and Omni Bio Pharmaceutical, Inc. hereinafter referred to as “Sponsor”.
AgreementResignation Agreement • April 6th, 2009 • Across America Financial Services, Inc. • Loan brokers • Colorado
This Agreement is entered into between Apro Bio Pharmaceutical Corporation, a Colorado corporation (the "Company") and David Floor (“Floor”), this 8th day of January, 2009.
CONSULTING AGREEMENTConsulting Agreement • February 14th, 2013 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS CONSULTING AGREEMENT (“Agreement”) is made effective the 1st day of October 2012 (the “Effective Date”) by and between Omni Bio Pharmaceutical, Inc. (“Omni Bio” or the “Company”) and James Crapo (“Consultant”) (collectively, the “Parties”).
ContractSubscription Agreement • August 14th, 2012 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 10th, 2012 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
This STOCK REPURCHASE AGREEMENT (this “Agreement”), is made as of May 9, 2012 (the “Effective Date”), by and between BioMimetix Pharmaceutical, Inc., a Delaware corporation (the “Company”), and Omni Bio Pharmaceutical, Inc., a Colorado corporation with its principal office located at 5350 S. Roslyn Street, Ste 430, Greenwood Village, CO 80111 (“Stockholder”).
SERVICES AGREEMENTServices Agreement • April 6th, 2009 • Across America Financial Services, Inc. • Loan brokers • Colorado
This Services Agreement (Agreement) is entered into by and between The Board of Governors of The Colorado State University System, acting by and through Colorado State University, an institution of higher education of the State of Colorado ("University"), and Apro Bio Pharmaceutical, a Corporation organized under the laws of the state of Colorado, with a place of business located at 5350 S. Roslyn Street, Suite 300, Greenwood Village, Colorado 80111 ("Client").
ASSIGNMENT, BILL OF SALE AND CONVEYANCEAssignment, Bill of Sale and Conveyance • June 25th, 2015 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances)
This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this “Assignment”) is made effective 7:00 A.M. Mountain Time on the ____ day of June 2015 (“Effective Date”), by and between Omni Bio Pharmaceutical, Inc., a Colorado corporation (the “Assignor”), and Advent Bio Holdings, LLC, a Colorado limited liability company (the “Assignee”), each, a “Party,” and collectively, the “Parties.”
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • February 4th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
The undersigned (the "Subscriber") hereby tenders this subscription for the purchase of units (“Units” or “Securities”) issued by Omni Bio Pharmaceutical, Inc. (the “Company”). Each Unit consists of one share of the common stock of the Company (“Common Stock”), and one warrant to purchase a share of the common stock of the Company at an exercise price of $3.75 per share (a “Warrant”). The Units are being offered at a price of $2.50 per Unit (the “Offering”). By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations and warranties contained herein in complying with its obligations under applicable securities laws.
AMENDMENT TWO TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 28th, 2013 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances)
This Amendment made this 31st day of December, 2012 by and between the THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, contracting for and on behalf of the University of Colorado Denver, a public institution of higher education created under the Constitution and the Law of the State of Colorado (hereinafter referred to as “UNIVERSITY”) and Omni Bio Pharmaceutical, Inc. hereinafter referred to as “Sponsor”.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among ACROSS AMERICA FINANCIAL SERVICES, INC. ACROSS AMERICA ACQUISITION CORP. and APRO BIO PHARMACEUTICAL CORPORATION NOVEMBER 17, 2008Merger Agreement • November 21st, 2008 • Across America Financial Services, Inc. • Loan brokers • Colorado
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 14th, 2012 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of this [___] day of May, 2012, by and between OMNI BIO PHARMACEUTICAL, INC., a Colorado corporation (“Omni”), and [“To be determined”], as collateral agent (the “Collateral Agent”) for the benefit of the persons named on Schedule 1 hereto as may be amended from time to time (each a “Secured Party”, and together, the “Secured Parties”).
AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement to Amend and Extend Agreement of Merger and Plan of Reorganization • February 18th, 2009 • Across America Financial Services, Inc. • Loan brokers
THIS AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on February 11, 2009, by and among ACROSS AMERICA FINANCIAL SERVICES, INC., a Colorado corporation (“Parent”), ACROSS AMERICA ACQUISITION CORP., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and APRO BIO PHARMACEUTICAL CORPORATION, a Colorado corporation (the “Company”).
AgreementSettlement Agreement • April 6th, 2009 • Across America Financial Services, Inc. • Loan brokers • Colorado
This Agreement is entered into between Apro Bio Pharmaceutical Corporation, a Colorado corporation (the "Company") and David Olson (“Olson”), this 6th day of March, 2009 (“Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2012 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
This EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of the 19th day of December, 2012, between Omni Bio Pharmaceutical, Inc., 5350 S. Roslyn, Suite 430, Greenwood Village, CO (the “Employer”) and Bruce E. Schneider, PhD, 112 Shandon Place, Malvern, PA 19355 (the “Executive”).
SERIES A SENIOR SECURED 10% CONVERTIBLE PROMISSORY NOTE DUE ____, 2015 [36 months from the Issue Date]Convertible Promissory Note • August 14th, 2012 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS SERIES A SENIOR SECURED 10% CONVERTIBLE PROMISSORY NOTE (the “Convertible Note”) is one of a duly authorized issue of securities of OMNI BIO PHARMACEUTICAL, INC., a Colorado corporation, (the “Company”), designated as its Series A Senior Secured 10% Convertible Promissory Notes (the “Convertible Notes”) due on _________, 2015 [36 months from the Issue Date] (the “Maturity Date”), in an aggregate principal amount of up to $2.0 million plus accrued but unpaid interest.
INVESTIGATIONAL SITE AGREEMENTInvestigational Site Agreement • July 30th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS AGREEMENT (the “Agreement”), is entered into between Omni Bio Operating, Inc (“OMNI”), which has its headquarters located at 5350 South Roslyn, Suite 430 Greenwood Village, CO 80111 ("Sponsor"), and the Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver , c/o Grants and Contracts, Anschutz Medical Center, F428, Fitzsimons Bldg 500, W1126, 13001 E 17th Place, P.O. Box 6508, Aurora, Colorado 80045 and The Barbara Davis Center having a place of business at 1775 Aurora Court, Aurora, CO 80045 (hereinafter referred to as the “Institution”), and Dr. Peter Gottlieb (hereinafter referred to as the “Principal Investigator”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 9th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS AGREEMENT, effective as of the 3rd day of September, 2010, by and between Omni Bio Operating, Inc., a corporation organized and existing under the laws of the State of Colorado, and having a business address at 5350 S. Roslyn Street, Suite 430, Greenwood Village, Colorado 80111 (hereinafter referred to as “Sponsor”), and THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, contracting for and on behalf of the University of Colorado Denver, a public educational institution of the State of Colorado (hereinafter referred to as “University”).
Stock Purchase AgreementStock Purchase Agreement • July 21st, 2011 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of July 15, 2011, by and among BioMimetix Pharmaceutical, a Colorado corporation (the “Company”), and Omni Bio Pharmaceutical, Inc., a Delaware corporation (“Purchaser” ).
ASSIGNMENT AGREEMENT AND COVENANT NOT TO SUEAssignment Agreement • June 25th, 2015 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
This Assignment Agreement and Covenant Not To Sue (the “Agreement”) is made as of the date set forth on the signature page hereto in Denver, Colorado by and between Omni Bio Pharmaceutical, Inc., a publicly traded Colorado corporation (the “Company”) and Bohemian Investments, LLC, a Colorado limited liability company (“Bohemian”). The Company and Bohemian are sometimes hereinafter referred to collectively as the “Parties”.
APRO BIO PHARMACEUTICAL CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2009 • Across America Financial Services, Inc. • Loan brokers • Colorado
THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of May 15 2006, is by and between APRO Bio Pharmaceutical Corporation, a Utah corporation (the "Company"), and University License Equity Holdings, Inc., a Colorado nonprofit corporation (the "Investor").
ContractExclusive License Agreement • April 6th, 2009 • Across America Financial Services, Inc. • Loan brokers • Colorado
LICENSE AGREEMENTLicense Agreement • October 2nd, 2009 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
This Agreement is effective as of the 28th day of September, 2009 (the “Effective Date”) by and between Bio Holding, Inc., a corporation organized and existing under the laws of the State of North Carolina and having a business address at 1302 Nash Street N, Wilson, North Carolina 27893-2364 (“BIO HOLDING”) and Omni Bio Pharmaceutical, Inc., a corporation organized and existing under the laws of the State of Colorado, and having a business address at 5350 South Roslyn Street, Suite 400, Greenwood Village, Colorado 80111 (“OMNI”).
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • June 29th, 2009 • Omni Bio Pharmaceutical, Inc. • Loan brokers
The undersigned (the "Subscriber") hereby tenders this subscription for the purchase of units (“Units”) issued by Across America Financial Services, Inc. (the “Company”). Each Unit consists of one share of the common stock of the Company, one warrant to purchase one-half a share of the common stock of the Company at an exercise price of twenty-five cents ($0.25) per share—two warrants must be exercised to purchase one share of common stock (the “Twenty-Five Cent Warrants”), two warrants to purchase shares of the common stock of the Company at an exercise price of fifty cents ($0.50) per share (the “Fifty Cent Warrants”) and one warrant to purchase shares of the common stock of the Company at an exercise price of one dollar ($1.00) per share (the “Dollar Warrants”) (collectively, the Units, common stock, Twenty-Five Cent Warrants, Fifty Cent Warrants and Dollar Warrants are referred to herein as the “Securities”). The Units are being offered at a price of $1.00 per Unit. By execution be
CONSULTING AGREEMENTConsulting Agreement • August 13th, 2014 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
This Consulting Agreement (the “Agreement”) is made by and between Omni Bio Pharmaceutical, Inc. (“Omni”), a Colorado corporation, having a place of business at 5350 S. Roslyn Street, Suite 430, Greenwood Village, CO 80111; and Dr. Charles Dinarello, University of Colorado Denver, 12700 E 19th Avenue, Room 11003, Aurora, CO 80045 (“Consultant”), collectively (“Parties”).
SECOND AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • March 13th, 2009 • Across America Financial Services, Inc. • Loan brokers
THIS AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on March 11, 2009, by and among ACROSS AMERICA FINANCIAL SERVICES, INC., a Colorado corporation (“Parent”), ACROSS AMERICA ACQUISITION CORP., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and APRO BIO PHARMACEUTICAL CORPORATION, a Colorado corporation (the “Company”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 24th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Colorado
MATERIAL TRANSFER AGREEMENTMaterial Transfer Agreement • July 30th, 2010 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances) • Delaware
This Material Transfer Agreement (the “Agreement”) is made March 19, 2010 (the “Effective Date”) by and between Baxter Healthcare Corporation, a Delaware corporation with an office at One Baxter Way, Westlake Village, California 91362 and its Affiliates (“Baxter”), and Omni Bio Pharmaceutical, Inc., a corporation organized and existing under the laws of the State of Colorado, and having a business address at 5350 South Roslyn Street, Suite 430, Greenwood Village, Colorado 80111 (“OMNI”).
AMENDMENT ONE TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 14th, 2012 • Omni Bio Pharmaceutical, Inc. • Biological products, (no disgnostic substances)
This Amendment made this 3rd day of July, 2012 by and between the THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, contracting for and on behalf of the University of Colorado Denver, a public institution of higher education created under the Constitution and the Law of the State of Colorado (hereinafter referred to as “UNIVERSITY”) and Omni Bio Pharmaceutical, Inc. hereinafter referred to as “Sponsor”.
