RADIENT PHARMACEUTICALS Corp Sample Contracts

WITNESSETH:
Employment Agreement • May 14th, 1997 • Amdl Inc • Blank checks • California
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AMDL, INC.
Employment Agreement • March 30th, 2000 • Amdl Inc • Blank checks • California
AMDL, INC.
Securities Purchase Agreement • October 15th, 1999 • Amdl Inc • Blank checks • Delaware
AMDL, INC.
Securities Purchase Agreement • March 30th, 2000 • Amdl Inc • Blank checks • Delaware
AMDL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • June 19th, 1998 • Amdl Inc • Blank checks • California
RECITALS
Placement Agent Agreement • January 10th, 2002 • Amdl Inc • Blank checks • California
WITNESSETH:
Employment Agreement • May 14th, 1997 • Amdl Inc • Blank checks • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 2nd, 2009 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2009, between Radient Pharmaceuticals Corporation, 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”).

COMMON STOCK PURCHASE WARRANT RADIENT PHARMACEUTICALS CORPORATION
Common Stock Purchase Warrant • December 2nd, 2009 • RADIENT PHARMACEUTICALS Corp • 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 May __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the six and one half year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Radient Pharmaceuticals Corporation, 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 31st, 2011 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 30, 2011, by and among Radient Pharmaceuticals Corporation, Delaware corporation, with headquarters located at 2492 Walnut Avenue, Suite 100, Tustin, California 92780 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

RECITALS
Exclusive Distribution Agreement • December 27th, 2000 • Amdl Inc • Blank checks • California
BETWEEN AMDL, INC. AND
Securities Purchase Agreement • December 27th, 2000 • Amdl Inc • Blank checks • California
AGREEMENT
Director Agreement • August 14th, 1998 • Amdl Inc • Blank checks • California
FORM OF WARRANT] RADIENT PHARMACEUTICALS CORPORATION Warrant To Purchase Common Stock
Warrant to Purchase Common Stock • July 1st, 2011 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • New York

Radient Pharmaceuticals Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_____________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid, nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant

FORM OF SERIES A WARRANT] RADIENT PHARMACEUTICALS CORPORATION Warrant To Purchase Common Stock
Warrant Agreement • November 29th, 2011 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • New York

Radient Pharmaceuticals Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_____________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid, nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 13th, 2010 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • Illinois

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of April 7, 2010 (this “Agreement”), is entered into by and between RADIENT PHARMACEUTICALS CORPORATION, a Delaware corporation with headquarters located at 2492 Walnut Ave., Suite 100

AGREEMENT RELATING TO SALARY DEFERRAL DATED JULY 1, 1998 WITH HARRY BERK
Salary Deferral Agreement • August 14th, 1998 • Amdl Inc • Blank checks
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 13th, 2010 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • Illinois

This Registration Rights Agreement (this “Agreement”) dated as of April 7, 2010, is made by and between Radient Pharmaceuticals Corporation, a Delaware corporation located at 2492 Walnut Ave., Tustin, California 92780 (the “Company”), and _______________________________________________ (the “Investor”).

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Contract
Warrant Agreement • October 8th, 2010 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • Illinois

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RADIENT PHARMACEUTICALS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 31st, 2011 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 30, 2011, by and among Radient Pharmaceuticals Corporation, Delaware corporation, with headquarters located at 2492 Walnut Avenue, Suite 100, Tustin, California 92780 (the "Company") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

R E C I T A L S
Employment Agreement • August 14th, 1998 • Amdl Inc • Blank checks
I RECITALS
Salary Continuation Agreement • August 14th, 1998 • Amdl Inc • Blank checks • California
Agreement
Settlement Agreement • November 29th, 2011 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • New York

THIS AGREEMENT (“Agreement”) is made and entered into this 28th day of November, 2011 between Whalehaven Capital Fund, Ltd. (“Whalehaven”) and Radient Pharmaceuticals Corporation (“RPC” or the “Company”). Whalehaven is hereinafter sometimes referred to as “Holder”, Whalehaven and RPC are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 2 TO ESCROW AGREEMENT
Escrow Agreement • March 31st, 2008 • Amdl Inc • Surgical & medical instruments & apparatus

This Amendment No. 2 to Escrow Agreement is made this 11th day of March, 2008, by and among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a British Virgin Islands corporation (“Jade Capital”), Pearl King Global Limited (“Pearl King”), and Homing Nominees Limited (“Homing”) (collectively Pearl King and Homing are referred to as “Shareholders”) and Louis Taubman, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).

EXCHANGE AGREEMENT
Exchange Agreement • January 24th, 2011 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations • Illinois

This Exchange Agreement (the “Agreement”) is dated as of January 21, 2011, by and between Radient Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and Hudson Bay Fund, LP (the “Holder”).

AMENDMENT NO. 2 TO ESCROW AGREEMENT
Escrow Agreement • April 15th, 2009 • Amdl Inc • Pharmaceutical preparations

This Amendment No. 2 to Escrow Agreement is made this 11th day of March, 2008, by and among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a British Virgin Islands corporation (“Jade Capital”), Pearl King Global Limited (“Pearl King”), and Homing Nominees Limited (“Homing”) (collectively Pearl King and Homing are referred to as “Shareholders”) and Louis Taubman, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).

I RECITALS
Salary Continuation Agreement • August 14th, 1998 • Amdl Inc • Blank checks • California
September 24, 2010
Note and Warrant Purchase Agreement • October 5th, 2010 • RADIENT PHARMACEUTICALS Corp • Pharmaceutical preparations

Re: Note and Warrant Purchase Agreement and related Convertible Promissory Note between the entities listed on Exhibit A hereto (each, a “Note Holder” and, collectively, the “Note Holders”), and Radient Pharmaceuticals Corporation, a Delaware corporation (the “Company”).

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