EXHIBIT 10.23Lease Agreement • March 28th, 2000 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALSSubscription Agreement • February 22nd, 1996 • Spectrascience Inc • Surgical & medical instruments & apparatus • Minnesota
EXHIBIT 10.18 to Annual Report on Form 10-KSB of SpectraSCIENCE, Inc. for the year ended December 31, 1997 SEVERANCE AGREEMENT THIS AGREEMENT made as of the 21st day of May, 1997, by and between SpectraScience, Inc., a Minnesota corporation with its...Severance Agreement • March 31st, 1998 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
CONFIDENTIALSettlement Agreement • July 7th, 2000 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
WARRANT TO PURCHASE __________ SHARES OF COMMON STOCK*Spectrascience Inc • April 14th, 2000 • Electromedical & electrotherapeutic apparatus • Minnesota
OH&S DRAFT 7/17/98 [FORM OF UNDERWRITING AGREEMENT] [SUBJECT TO ADDITIONAL REVIEW] 2,500,000 SHARES OF COMMON STOCK SPECTRASCIENCE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 1998 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.31 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made as of the 15th day of July, 2000, by and between SpectraScience, Inc., a Minnesota corporation with its principal offices at 14405 21st Avenue N, Suite 111, Minneapolis, MN 55447 (the...Change in Control Agreement • March 12th, 2001 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Minnesota
CONFIDENTIALLicense Agreement • August 16th, 1999 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
COMMON STOCK PURCHASE WARRANT SPECTRASCIENCE, Inc.Spectrascience Inc • March 28th, 2014 • Electromedical & electrotherapeutic apparatus
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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SpectraScience, Inc., a Minnesota 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2009 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 30, 2009, by and between SPECTRASCIENCE, INC., a Minnesota corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
OH&S DRAFT 7/17/98 [FORM OF REPRESENTATIVE'S WARRANT AGREEMENT] [SUBJECT TO ADDITIONAL REVIEW] SPECTRASCIENCE, INC.Warrant Agreement • July 17th, 1998 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 4.2 TO FORM S-3 SPECTRASCIENCE, INC. (A MINNESOTA CORPORATION) WARRANT TO PURCHASE _______________ SHARES OF COMMON STOCK* (*THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH AT THE BOTTOM OF THE LAST PAGE HEREOF) VOID AFTER...Spectrascience Inc • February 22nd, 1996 • Surgical & medical instruments & apparatus • Minnesota
ARTICLE I OFFICERS, CORPORATE SEAL AND SHAREHOLDER CONTROL AGREEMENTSpectrascience Inc • August 6th, 2004 • Electromedical & electrotherapeutic apparatus • Minnesota
ARTICLE ISpectrascience Inc • February 22nd, 1996 • Surgical & medical instruments & apparatus
5% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE JULY 27, 2012Spectrascience Inc • January 30th, 2012 • Electromedical & electrotherapeutic apparatus • New York
THIS 5% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Original Issue Discount Unsecured Convertible Debentures of SpectraScience, Inc., a Minnesota corporation, (the “Company”), having its principal place of business at 11568 Sorrento Valley Rd., Suite 11, San Diego, California 92121, designated as its 5% Original Issue Discount Unsecured Convertible Debenture due July 27, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 4th, 2009 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2009 by and between SPECTRASCIENCE, INC., a Minnesota corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
EXHIBIT 10.28 PORTLYN CORPORATION MANUFACTURING AND SALES AGREEMENT This agreement dated June 23, 1997 is between Portlyn Corporation (the "Company"), a New Hampshire corporation with an address of RFD 1, Box 451, Route 25, Moultonboro, NH 03254 and...Manufacturing and Sales Agreement • October 7th, 1998 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New Hampshire
Void after 5:00 p.m. Central Standard Time, on ____________ ___, 20__ Warrant to Purchase ____________Shares of Common Stock. FORM OF WARRANT TO PURCHASE COMMON STOCK OF SPECTRASCIENCE, INC.Spectrascience Inc • June 24th, 2010 • Electromedical & electrotherapeutic apparatus
This is to Certify That, FOR VALUE RECEIVED, _____________________("Holder") is entitled to purchase, subject to the provisions of this Warrant, from SpectraScience, Inc., a Minnesota corporation ("Company"), _______________fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value per share, of the Company ("Common Stock") at an initial price of $0.30 per share at any time or from time to time during the period from the date hereof to 5:00 p.m. Central Standard Time, on _____________ __, 20__. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of the Warrants will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted fr
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2014 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Minnesota
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between SpectraScience, Inc., a Minnesota corporation (the “Company”), and the undersigned (the “Subscriber”).
EXHIBIT 10.15 TO FORM 10-KSB FOR FISCAL YEAR ENDING DECEMBER 31, 1996 SPECTRASCIENCE, INC CLINICAL RESEARCH AGREEMENT Agreement made this first day of June, 1995, ("Effective Date") between The General Hospital Corporation, a not-for-profit...Clinical Research Agreement • February 22nd, 1996 • Spectrascience Inc • Surgical & medical instruments & apparatus • Massachusetts
RECITALS:International Distributor Agreement • September 4th, 2002 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Minnesota
FORM OF SUBSCRIPTION AGREEMENT IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREINSubscription Agreement • June 24th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
The undersigned, _______________________________ (“Investor”) hereby tenders this subscription and applies for the purchase of ____________ Units (the “Securities”) of SpectraScience, Inc. (the “Company”) at $10.00 per unit.
5% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER __, 2014 (1)Spectrascience Inc • March 28th, 2014 • Electromedical & electrotherapeutic apparatus • Minnesota
THIS 5% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Original Issue Discount Unsecured Convertible Debentures of SpectraScience, Inc., a Minnesota corporation, (the “Company”), having its principal place of business at 11568 Sorrento Valley Rd., Suite 11, San Diego, California 92121, designated as its 5% Original Issue Discount Unsecured Convertible Debenture due SEPTEMBER __, 20141 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SPECTRASCIENCE, INC AMENDED BYLAWSAnd Shareholder Control Agreement • November 14th, 2016 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Minnesota
SPECTRASCIENCE, INC. Maximum of 25,000,000 Shares ($5,000,000) SELECTED DEALERS AGREEMENTSelected Dealers Agreement • August 26th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
SpectraScience, Inc. (the “Company”) is offering for sale the shares of common stock (the “Shares”) and warrants to purchase common stock (the “Warrants”, together with the Shares, the “Units”) pursuant to the Company’s Confidential Private Placement Memorandum dated May 8, 2009 (the “Memorandum”) on a no minimum and 25,000,000 Shares ($5,000,000) maximum (the “Maximum Amount”) basis (the “Offering”). Each $25,000 Unit offered will consist of 125,000 Series B Preferred Shares paying 8% annual interest and 62,500 Warrants as described in the Memorandum. The Company has the right to accept or reject subscriptions in whole or in part for any reason or no reason at all.
FORM OF DIRECTORS’ OPTION AGREEMENT STOCK OPTION AGREEMENTDirectors’ Option Agreement • April 30th, 2009 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
STOCK PURCHASE AGREEMENT BY AND AMONG SPECTRASCIENCE, INC. AND EUCLID PARTNERS IV, L.P., EUCLIDSR PARTNERS, L.P., EUCLIDSR BIOTECHNOLOGY PARTNERS, L.P., STEPHEN L. WATSON AND ROSS FLEWELLINGStock Purchase Agreement • November 13th, 2007 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
This Agreement (the “Agreement”) is entered into as of November 6, 2007, by and among SpectraScience, Inc., a Minnesota corporation (the “Buyer”) and Euclid Partners IV, L.P., a Delaware limited partnership, EuclidSR Partners, L.P., a Delaware limited partnership, EuclidSR Biotechnology Partners IV, L.P., a Delaware limited partnership (together, the “Euclid Entities”), Stephen L. Watson and Ross Flewelling (together with the Euclid Entities, each, a “Seller” and collectively, the “Sellers”). The Buyer and the Sellers are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
NONQUALIFIED STOCK OPTION AGREEMENT SPECTRASCIENCE, INC.Nonqualified Stock Option Agreement • March 1st, 2011 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
THIS AGREEMENT, made effective as of this day of ___________, 20__, by and between SpectraScience, Inc., a Minnesota corporation (the “Company”), and _________________ (“Participant”).
PENTAX EUROPE DISTRIBUTOR AGREEMENTPentax Europe Distributor Agreement • August 14th, 2012 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Hamburg
THIS PENTAX EUROPE DISTRIBUTOR AGREEMENT (this “Agreement”), effective this 15th day of June 2012 (the “Effective Date”), by and between
SPECTRASCIENCE, INC. Maximum of 25,000,000 Shares ($5,000,000) SELECTED DEALERS AGREEMENTDealers Agreement • August 26th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
SpectraScience, Inc. (the “Company”) is offering for sale the shares of common stock (the “Shares”) and warrants to purchase common stock (the “Warrants”, together with the Shares, the “Units”) pursuant to the Company’s Confidential Private Placement Memorandum dated April 6, 2010 (the “Memorandum”) on a no minimum and 25,000,000 Shares ($5,000,000) maximum (the “Maximum Amount”) basis (the “Offering”). Each $25,000 Unit offered will consist of 125,000 Series B Preferred Shares and 62,500 Warrants as described in the Memorandum. The Company has the right to accept or reject subscriptions in whole or in part for any reason or no reason at all.
Void after 5:00 p.m. Central Standard Time, on ____________ ___, 20__ Warrant to Purchase ____________Shares of Common Stock. FORM OF WARRANT TO PURCHASE COMMON STOCK OF SPECTRASCIENCE, INC.Warrant • August 26th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
This is to Certify That, FOR VALUE RECEIVED, _____________________("Holder") is entitled to purchase, subject to the provisions of this Warrant, from SpectraScience, Inc., a Minnesota corporation ("Company"), _______________fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value per share, of the Company ("Common Stock") at an initial price of $0.35 per share at any time or from time to time during the period from the date hereof to 5:00 p.m. Central Standard Time, on _____________ __, 20__. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of the Warrants will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted fr
SECOND AMENDMENTSpectrascience Inc • August 16th, 1999 • Electromedical & electrotherapeutic apparatus
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2013 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • California
This Consulting Agreement (“Agreement”) is between SpectraScience, Inc. ("Spectra") with offices at 11568 Sorrento Valley Rd., Suite 11, San Diego, CA 92121 and Lowell W. Giffhorn, (“Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2014 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SpectraScience, Inc., a Minnesota corporation (the “Company”), and Michael Oliver (“Executive”), effective January 1, 2013 (the “Effective Date”).
