WITNESSETHExclusive Option Agreement • September 4th, 2008 • Generic Marketing Services, Inc. • Services-help supply services • Pennsylvania
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon
This employment agreement (the “Agreement”) is effective as of October 1, 2015 between Entia Biosciences, Inc., a Nevada corporation (“ERGO” or "the Company"), and Timothy A. Timmins, an individual resident of Oregon (“Executive”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • June 12th, 2009 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this ____ day of ________, 200_ (the “Agreement”), by and among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).
APPENDIX B to the Common Stock and Warrant Purchase Agreement] FORM OF “B” WARRANTWarrant Agreement • December 20th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • January 5th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of the latter of the dates on which this agreement was signed the “Agreement”), by and among Entia Biosciences, Inc., a Nevada corporation (the “Company”) and Delta Group Investments Limited (the “Purchaser”).
LICENSE AGREEMENTLicense Agreement • February 24th, 2017 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products
This LICENSE AGREEMENT (the “Agreement”) is dated as of the date of the last signature below (the “Effective Date”), by and between Entia Biosciences, Inc. of 13565 SW Tualatin-Sherwood Rd. Suite 800, Sherwood, Oregon 97140 (“Licensor”) and GROH BEAUTY CORP of 508 SW 12th Avenue, Deerfield Beach, Florida 33442 (“Licensee”). Licensor and/or Licensee are sometimes individually referred to as a “Party” and collectively as the “Parties”.
TERMINATION OF PROFIT SHARING AGREEMENTTermination of Profit Sharing Agreement • February 22nd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services
This Termination of Profit Sharing Agreement is entered into on this February 17, 2011 (the “Effective Date”) between Total Nutraceutical Solutions, Inc., a Nevada corporation (“TNS”) and Delta Group Investments Limited (“DGI”), a British Virgin Islands company (the “Parties”).
Exhibit 10.3 Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Assignment"), effective on July 31, 2008 (the "Effective Date"), is made by and between Northwest Medical Research,...Assignment and Assumption Agreement • September 4th, 2008 • Generic Marketing Services, Inc. • Services-help supply services
CONVERTIBLE DEBENTURE DUE 12 MONTHS FROM ISSUE DATEConvertible Security Agreement • March 30th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon
THIS DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Entia Biosciences, Inc., a Nevada corporation, having its principal place of business at 13565 SW Tualatin-Sherwood Rd #800 Sherwood, OR 97140 (the “Company”), designated as its Convertible Debenture due __________(the “Debenture” and, collectively with the other such series of debentures as may be issued, the “Debentures”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Washington
This Employment Agreement is dated as of October 28, 2011 by and between Marvin S. Hausman, MD (hereafter referred to as “HAUSMAN”), having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648 and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS” or “Corporation”) having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648.
EQUITY INTEREST TRANSFER AGREEMENT Among American Charter Marketing LLC and Total Nutraceutical Solutions, Inc. Date: September 28, 2010Equity Interest Transfer Agreement • February 22nd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services
December 26th, 2014Extension Agreement • January 15th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products
Arthur C. Piculell Jr. and Marvin S. Hausman, CEO Entia Biosciences Inc. hereby extend Exhibit A attached hereto and made a part hereof as if fully set out herein.
CONTRACT FOR THE SALE OF GOODSSales Contracts • February 24th, 2017 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products
This CONTRACT FOR THE SALE OF GOODS (the “Agreement”) is dated as of the date of the last signature below (the “Effective Date”), by and between Entia Biosciences, Inc. of 13565 SW Tualatin-Sherwood Rd. Suite 800, Sherwood, Oregon 97140 (“Seller”) and GROH BEAUTY CORP of 508 SW 12th Avenue, Deerfield Beach, Florida 33442 (“Buyer”). Seller and/or Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties”.
Distribution Agreement Between Total Nutraceutical Solutions, Inc (the “Supplier or TNS”) and (the “Distributor”)Distribution Agreement • December 28th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
SEPARATION AGREEMENT AND RELEASESeparation Agreement • September 8th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products
THIS SEPARATION AGREEMENT AND RELEASE ("Separation Agreement") is made and entered into by and between Devin Andres ("Andres") and Entia Biosciences, Inc., a Nevada corporation ("Entia"), including its predecessor, Total Nutraceutical Solutions, Inc., a Nevada corporation ("TNS") (Entia and TNS, including all affiliates and subsidiaries, will be referred to as "Entia"). This Separation Agreement is effective on the date Andres signs this Separation Agreement, as indicated on the signature page ("Effective Date").
SECOND AMENDMENT TO PROMISSORY NOTE DELTA GROUP INVESTMENTS LIMITEDPromissory Note • July 3rd, 2013 • Entia Biosciences, Inc. • Services-help supply services
COMMON STOCK AND WARRANT PURCHASE AGREEMENT TOTAL NUTRACEUTICAL SOLUTIONS, INC.Common Stock and Warrant Purchase Agreement • December 20th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this ____ day of ________, 2010 the “Agreement”), by and among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).
Media Agency of Record AgreementMedia Agency of Record Agreement • October 26th, 2009 • Total Nutraceutical Solutions, Inc. • Services-help supply services
This Media Agency Agreement is made as of this 21 st day of October, 2009, by and between Cartel Media Group, 500 N. Rainbow, Suite 300, Las Vegas, NV 80107; (referred to herein as the "Agency"), and Total Nutraceutical Solutions, a Nevada Corporation, 80 Columbia Street, Stevenson, WA 98648 (referred to herein as the "Client"). The Parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
Exhibit 10.2 - Assignment Agreement to the Option Agreement ASSIGNMENT AGREEMENT TO THE OPTION AGREEMENT This Assignment Agreement (the "Assignment"), effective on July 31, 2008 (hereinafter the "Effective Date"), is made by and between THE PENN STATE...Assignment Agreement • September 4th, 2008 • Generic Marketing Services, Inc. • Services-help supply services
CONSULTING AGREEMENTConsulting Agreement • October 28th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services
AGREEMENT made as of January 1, 2010 by and between Devin Andres (hereafter referred to as “Consultant”), having a place of business at 10105 Wheatland Road, Salem, OR 97303 and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS”) having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648.
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • June 3rd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT is entered into as of this 27th day of June, 2011 the “Agreement”), by and among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (“Purchaser” and together the “Purchasers”).
Asset Sales AgreementAsset Sales Agreement • December 19th, 2013 • Entia Biosciences, Inc. • Services-help supply services
PROMISSORY NOTEPromissory Note • July 3rd, 2013 • Entia Biosciences, Inc. • Services-help supply services • Oregon
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Washington
This Employment Agreement is dated as of October 28, 2011 by and between Devin Andres (hereafter referred to as “ANDRES”), having a place of business at 10105 Wheatland Road, Salem, OR 97303 and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS” or “Corporation”) having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648.
PROFESSIONAL DISTRIBUTOR AGREEMENTProfessional Distributor Agreement • September 11th, 2014 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT is made as of September 1st, 2014 between Total Nutraceutical Solutions, Inc. (hereafter “Manufacturer”), having its principal office at 13565 SW Tualatin-Sherwood Rd, Suite 800, Sherwood, OR 97140 and Shooting Starzz, LLC (hereafter “Distributor”), having its principal office at 1590 NW 27th Ave Ste. 2, Pompano, Beach FL 33069.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2009 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2009, among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “ Seller”), and Philip Sobol, an individual (the “Buyer”); and
TOTAL NUTRACEUTICAL SOLUTIONS, INC. CONSULTING AGREEMENTConsulting Agreement • September 3rd, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Washington
AGREEMENT made as of the 26th day of August, 2010 (the “Effective Date”), by and between Keith E. Manfred (“Consultant”), and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS”) having a place of business at 80 Columbia Street, Stevenson, Washington 98648.
THIRD AMENDMENT TO PROMISSORY NOTE DELTA GROUP INVESTMENTS LIMITEDPromissory Note • January 5th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • March 15th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services
Pursuant to the Termination Agreement (the “Termination Agreement”), dated as of the date hereof, between MSH Ventures, Inc. (“MSH”), CapRegen plc and Natural Biosciences Inc. (“NBI”), NBI has agreed to assign all of its rights under the Exclusive License Agreement (the “License Agreement”) dated as of December 1, 2008 between University of Cologne (“University”) and NBI, as well as all related good will and know how, to MSH or its designee (the “Assignment”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENT ENTIA BIOSCIENCES, INC.Common Stock and Warrant Purchase Agreement • March 30th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this 15 day of October, 2014 the “Agreement”), by and among Entia Biosciences, Inc., a Nevada corporation (the “Company”) and Michael Budagher (the “Purchaser”).
PROMISSORY NOTEPromissory Note • December 19th, 2013 • Entia Biosciences, Inc. • Services-help supply services • Oregon
