Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this 15TH day of February, 2005 (the "Effective Date"), by and between ImmuneRegen BioSciences, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • May 2nd, 2005 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Arizona
Exhibit 10.2 IR BIOSCIENCES HOLDINGS, INC. SUBSCRIPTION AGREEMENT The undersigned (hereinafter "SUBSCRIBER" or "PURCHASER") hereby confirms his/her/its subscription for the purchase of units ("UNITS") of IR BioSciences Holdings, Inc., a Delaware...Subscription Agreement • November 14th, 2006 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT OF IR BIOSCIENCES HOLDINGS, INC.Common Stock Purchase Warrant • November 14th, 2006 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT IR BIOSCIENCES HOLDINGS, INC.Security Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations
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 six month and one day anniversary of 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 IR Biosciences Holdings, Inc., a Delaware 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).
Exhibit 10.1 IR BIOSCIENCES HOLDINGS, INC. SUBSCRIPTION AGREEMENT The undersigned (hereinafter "SUBSCRIBER" or "PURCHASER") hereby confirms his/her/its subscription for the purchase of units ("UNITS") of IR BioSciences Holdings, Inc., a Delaware...Subscription Agreement • December 7th, 2006 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York
EXHIBIT 10.2 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is entered into as of October 26, 2004, between IR BioSciences Holdings, Inc. ("IR") and __________________________ ("Creditor"), (also referred to collectively as the...Settlement Agreement • October 27th, 2004 • Ir Biosciences Holdings Inc • Blank checks • California
EXHIBIT 4.2 ANNEX A (TO SUBSCRIPTION AGREEMENT) REGISTRATION RIGHTS IR BioSciences Holdings, Inc. hereby grants to the Subscriber the following registration rights. 1. DEFINITIONS. Capitalized terms used herein without definition shall have the...Registration Rights Agreement • October 19th, 2004 • Ir Biosciences Holdings Inc • Blank checks
RECITALSChange of Control Agreement • November 14th, 2005 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Arizona
STOCK OPTION AGREEMENT (EMPLOYEE)Stock Option Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
EXHIBIT 3.3 ----------- Form of Lock-Up Agreement LOCK-UP LETTER July 26, 2001 Mr. Todd Ficeto C/O VMR Capital Markets, U.S. 1901 Avenue of the Stars, Suite 1500 Los Angeles, CA 90067 Re: Sale of shares of the common stock of GPN Networks, Inc....Lock-Up Agreement • August 3rd, 2001 • Gopublicnow Com Inc • Surgical & medical instruments & apparatus
this Letter, the term "immediate family" shall mean the spouse, lineal descendants, father, mother, brother or sister of the transferor and father, mother, brother or sister of the transferor's spouse.
RECITALSSeverance Agreement • November 14th, 2005 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Delaware
Exhibit 2 AGREEMENT AND PLAN OF MERGER ---------------------------- AGREEMENT AND PLAN OF MERGER made this 2nd day of July 2003 by and among GPN NETWORK, INC., a Delaware corporation ("Parent"), GPN ACQUISITION CORP., a Delaware corporation ("Sub"),...Merger Agreement • July 7th, 2003 • GPN Network Inc • Blank checks • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this 23rd day of October, 2006 (the "Effective Date"), by and between ImmuneRegen BioSciences, Inc., a Delaware corporation (the "Company"), and Hal...Employment Agreement • November 1st, 2006 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Arizona
RECITALSRestricted Stock Award Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
RECITALSEmployment Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Arizona
Warrant -------Warrant Agreement • May 15th, 2002 • GPN Network Inc • Surgical & medical instruments & apparatus • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2008, between IR Biosciences Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 10.4 LICENSE AGREEMENT This License Agreement, made and entered into this 16th day of December, 2002, ("Agreement Date") is by and between IMMUNEREGEN BIOSCIENCES, INC., a Delaware corporation with its principal offices at 8665 E. Via De...License Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
by and betweenStock Purchase Agreement • May 15th, 2002 • GPN Network Inc • Surgical & medical instruments & apparatus
10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE DUE AUGUST 8, 2013Convertible Security Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York
THIS 10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Subordinated Secured Convertible Debentures of IR Biosciences Holdings, Inc., a Delaware corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 10% Subordinated Secured Convertible Debenture due August 8, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
RECITALS:License Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey
THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 3, 2008, by and among IR BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
EXHIBIT 10.5 [ILLEGIBLE]Lease Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks
SECTION 1. DEFINITIONS -----------Closing Agreement • May 15th, 2002 • GPN Network Inc • Surgical & medical instruments & apparatus
Exhibit 2.1 ----------- STOCK PURCHASE AGREEMENT AGREEMENT dated as of July 27, 2001, by and between the Berman Family Trust (the "Seller") and Todd Ficeto (the "Purchaser"). Bruce Berman ("Berman") is executing this Agreement in his capacity as...Stock Purchase Agreement • August 3rd, 2001 • Gopublicnow Com Inc • Surgical & medical instruments & apparatus • California
ARTICLES AND AGREEMENT OF MERGER OF GOPUBLICNOW.COM, INC. (A NEVADA CORPORATION) INTO DERMARX CORPORATION (A DELAWARE CORPORATION)Merger Agreement • April 20th, 2000 • Gopublicnow Com Inc • Surgical & medical instruments & apparatus
STOCK AWARD AGREEMENT (OTHER)Stock Award Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
EXHIBIT 10.3 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made as of December 16, 2002 by and between ImmuneRegen BioSciences, Inc., a Delaware corporation having its business address at 8665 E. Via De Ventura Boulevard, Suite...Consulting Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Arizona
STOCK OPTION AGREEMENT (EXECUTIVE)Stock Option Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made as of December 16, 2002 by and between ImmuneRegen BioSciences, Inc., a Delaware corporation having its business address at 8665 E. Via De Ventura Boulevard, Suite...Consulting Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Arizona
RECITALS: ---------Consulting Service Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks
SECURITY AGREEMENTSecurity Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 8, 2008, by and between IR BIOSCIENCES HOLDINGS, INC., a Delaware corporation with its principal place of business located at 8767 E. Via De Ventura, Suite 190, Scottsdale, AZ 85258 (the “Company”), and the undersigned subsidiaries of the Company (each a “Guarantor,” and collectively together with the Company, the “Grantors”), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”). The Secured Party shall have the rights and authority described in Annex A hereto.
GUARANTYGuaranty Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey
This GUARANTY AGREEMENT (“Agreement”), dated as of August 8, 2008 is made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 22nd, 2010 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Arizona
This CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2010, by and between IR BioSciences Holdings, Inc., a Delaware corporation (the “Company”) and Hal Siegel (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 17th, 2007 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT is made effective as of the 14th day of August, 2007, by and between IR BioSciences Holdings, Inc., a Delaware corporation (the "Company") and Robert J Hariri, Director ("Indemnitee").
