OFFICE LEASEOffice Lease • August 13th, 1997 • Paulson Capital Corp • Security brokers, dealers & flotation companies
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • Ontario
This Employment Agreement (the “Agreement”) is made as of the 8th day of May 2014 by and between Egidio Nascimento, on the one hand (the “Executive”), and Variation Biotechnologies, Inc., a corporation incorporated under the Canada Business Corporation Company (the “Canadian Company”), on the other hand. In this Agreement, the term “Company” shall mean the Canadian Company considered on a consolidated basis with Paulson Capital (Delaware), Corp., a Delaware corporation (the “U.S. Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2006 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Board of Directors Services Agreement (this “Agreement”), dated May 8, 2014, is entered into between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Steve Gillis, an individual (“Director”).
SUBSCRIPTION AGREEMENTEscrow Agreement • May 15th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (each, a “Subscriber” and collectively, the “Subscribers”) in connection with its investment in Paulson Capital Corp., an Oregon corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to $600,000 of shares (the “Shares” or the “Securities”) of the Company’s common stock, no par value per share (the “Common Stock”) at a purchase price of $0.50 per Share (the “Purchase Price”).
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 8th, 2010 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • May 14th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Voting Agreement (this "Agreement"), dated as of May 8, 2014, is entered into by and between the undersigned stockholder ("Stockholder") of Variation Biotechnologies (US), Inc., a Delaware corporation (the "Company"), and Paulson Capital (Delaware) Corp., a Delaware corporation ("Parent").
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 11th, 2008 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 19th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 12th, 2009 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • April 14th, 2004 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
CREDIT AGREEMENT AND GUARANTY dated as of July 25, 2014 by and between VARIATION BIOTECHNOLOGIES (US), INC., as the Borrower, THE GUARANTORS PARTY HERETO, and PCOF 1, LLC, as the LenderCredit Agreement and Guaranty • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
THIS CREDIT AGREEMENT AND GUARANTY dated as of July 25, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the “Borrower”), each Guarantor (as defined below) party hereto and PCOF 1, LLC (together with its Affiliates, successors, transferees and assignees, the “Lender”).
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • September 2nd, 2009 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • January 23rd, 2009 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
LEASE between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, for the benefit of its separate Real Estate Account Landlord and PAULSON INVESTMENT COMPANY, INC., Tenant Premises: A portion of the 10th floor at Dated: July 28, 2010Lease • August 13th, 2010 • Paulson Capital Corp • Security brokers, dealers & flotation companies • New York
This Table of Contents is included only as a matter of convenience and reference and shall not be deemed or construed in any way to define or limit the scope of the following lease or the intent of any provision thereof.
HUDSON BAY MASTER FUND LTD May 8, 2014Merger Agreement • May 14th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 8, 2014 (the “Execution Date”), by and among Variation Biotechnologies (US), Inc., a Delaware corporation (the “Company”); Paulson Capital (Delaware) Corp., a Delaware corporation (“Parent”); and VBI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 9th, 2012 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 14th, 2011 • Paulson Capital Corp • Security brokers, dealers & flotation companies
ESCROW AGREEMENTEscrow Agreement • August 30th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of [___], 2013, by and among Paulson Capital Corp., an Oregon corporation (“Paulson”) and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain form of Subscription Agreement, annexed hereto as Schedule I, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Subscription Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Indemnification Agreement, dated as of July ___, 2013 ("Agreement"), is executed by Paulson Investment Company, Inc. ("PIC" or the "Indemnitor"), in favor of Paulson Capital Corp. ("PCC"), the parent of PIC, and the investor(s) countersigning this Agreement (including all successors, transferees, and assigns of such investor) (collectively, the "Investor(s)").
SUBSCRIPTION AGREEMENTSubscription Agreement • August 30th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Paulson Capital Corp., an Oregon corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to Five Million Two Hundred and Fifty Thousand Dollars ($5,250,000) (the “Purchase Price”) of its units (“Units”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 15th, 2003 • Paulson Capital Corp • Security brokers, dealers & flotation companies
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 12th, 2009 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
ContractCollaboration and Option License Agreement • April 29th, 2015 • Vbi Vaccines Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN MATERIAL (INDICATED BY TWO ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 4th, 2008 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 19th, 2013 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • November 15th, 2010 • Paulson Capital Corp • Security brokers, dealers & flotation companies
THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of September 21, 2010, by and between 811 SW NAITO ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and PAULSON CAPITAL CORP., an Oregon corporation, f/k/a Paulson Investment Company (“Tenant”).
EVALUATION AND OPTION AGREEMENTEvaluation and Option Agreement • February 26th, 2016 • Vbi Vaccines Inc. • Biological products, (no disgnostic substances) • London
GLAXOSMITHKLINE BIOLOGICALS SA, a company registered in Belgium under number RPM Nivelles – BE – 0440 872 918 and having a place of business at 89, rue de l’Institut, B-1330 Rixensart, Belgium (herein referred to as "GSK") on the other part,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”), is made as of the 25th day of July, 2014 (the “Agreement Date”), by and among Paulson Capital (Delaware) Corp., a Delaware corporation (to be renamed VBI Vaccines, Inc. following the Merger, as defined below) (the “Company”), Variation Biotechnologies (US), Inc., a Delaware corporation (“VBI”), and each of the other Persons executing a signature page hereto and further set forth on Schedule 1 hereto (referred to herein, collectively, as the “Purchasers” and, individually, as a “Purchaser”).
PAULSON CAPITAL CORP.Paulson Capital Corp • August 30th, 2013 • Security brokers, dealers & flotation companies
In connection with the Subscription Agreement dated as of July [__], 2013 (the "Agreement") by and between Paulson Capital Corp. (the "Company") and you, as lead investor (the "Lead Investor"), you (along with any other additional investors) agreed to purchase a unit of the Company's securities (the "Unit") for an aggregate purchase price of $5,250,000 per Unit (the "Offering"). The closing of the Offering is contemplated to occur upon satisfaction of the conditions thereto contained in that certain escrow agreement entered into between the parties as contemplated by the Agreement (the "Escrow Closing"). Subsequent to the closing of the Offering, it is contemplated that the Company will consummate one or more acquisitions in which it may issue additional securities as payment therefor, the issuance of which will have a dilutive effect on the shareholders of the Company. The Company and the Lead Investor hereby agree that the Company's shareholders as of the record date for the Company'
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • October 10th, 2003 • Paulson Capital Corp • Security brokers, dealers & flotation companies
AGREEMENT AND PLAN OF MERGER OF PAULSON CAPITAL CORP., AN OREGON CORPORATION AND PAULSON CAPITAL (DELAWARE) CORP., A DELAWARE CORPORATIONAgreement and Plan of Merger • March 26th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of March 20, 2014, made and entered into by and between Paulson Capital Corp., an Oregon corporation (“Paulson OR”), and Paulson Capital (Delaware) Corp., a Delaware corporation (“Paulson DE”), which corporations are sometimes referred to herein as the “Constituent Corporations.”
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • February 9th, 2007 • Paulson Capital Corp • Security brokers, dealers & flotation companies
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • April 15th, 2009 • Paulson Capital Corp • Security brokers, dealers & flotation companies
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • March 31st, 2009 • Paulson Capital Corp • Security brokers, dealers & flotation companies
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of November 2008, by and between 811 SW NAITO ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and PAULSON CAPITAL CORP., an Oregon corporation, f/k/a Paulson Investment Company (“Tenant”).
