Agreement ---------Voting Agreement • May 9th, 2003 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
EXHIBIT 10.4 MANAGEMENT AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the 3rd day of March, 1997, by and between DEVELOPED TECHNOLOGY RESOURCE, INC., a corporation organized under the laws of the State of Minnesota (hereinafter...Management Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
EXHIBIT 10.58 ADMINISTRATIVE SERVICES AGREEMENT This Agreement is made and entered into on this 1st day of January, 2005 by and between GelStat DTLL ("GelStat"), a Minnesota corporation, its affiliates and DTLL, Inc. ("DTLL"), a Minnesota corporation,...Administrative Services Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations
LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.Limited Liability Company Agreement • March 14th, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.Limited Liability Company Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
DUOS WARRANT AGREEMENTWarrant Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Duos Technologies, Inc, a Florida company, or its assigns (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 that is six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 55,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of June 28, 2023, issued by the Company to the Holder.
AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT ("Agreement") is made and entered into as of the 11th day of September, 1998, by and between DEVELOPED TECHNOLOGY RESOURCE, INC., a corporation organized under the laws of...Management Agreement • November 17th, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
JOHN HUPP AND DEVELOPED TECHNOLOGY RESOURCE, INC. THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective October 1, 1998, is made by and between John Hupp ("Executive") and Developed Technology Resource, Inc. ("DTR"), a Minnesota corporation.Employment Agreement • November 25th, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
RECITALSOption Agreement • November 29th, 2002 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • March 23rd, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
COMMON STOCK PURCHASE WARRANTSecurity Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [redacted], or its assigns (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 that is six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 150,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of August 17, 2023, issued by the Company to the Holder.
EXHIBIT 10.55 INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT, made this 2nd day of July, 2004, by and between GELSTAT CORPORATION, a Minnesota corporation (the "Company"), and NICHOLAS BLUHM ("Optionee"). 1. Grant of Option. Pursuant to its 2003...Incentive Stock Option Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations
EXHIBIT 10.56 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement") is made by and between GelStat Corporation, a Minnesota corporation with its principal office at 1650 West 82nd Street, Suite 1200, Bloomington,...Employment Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations • Minnesota
EXHIBIT 10.3 BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT Developed Technology Resource, Inc. ("DTR") a Minnesota Corporation, hereby sells, assigns and transfers to FoodMaster International L.L.C., a Delaware Limited Liability Company...Bill of Sale, Assignment and Assumption Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies
EXHIBIT 10.53 EXCLUSIVE LICENSE AGREEMENT WITH DTLL, INC. This exclusive license agreement ("Agreement") is made and entered into as of the 9th day of November, 2004, by and between GelStat Corporation (the "Shareholder"), and GS Pharma, Inc., a...Exclusive License Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations • Minnesota
GELSTAT CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • October 29th, 2021 • Gelstat Corp • Pharmaceutical preparations • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, SUBSCRIBERS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2024 • Gelstat Corp • Pharmaceutical preparations • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2024, by and between GelStat Corporation., a Delaware corporation with its principal place of business located at 333 SE 2nd Avenue, Suite 2000, Miami, Florida 33131 (the “Company”), and Javier G. Acosta, an individual and resident of the State of Florida (“Executive” and together with the Company, the “Parties” and each, a “Party”).
EXHIBIT 10.10 TERMINATION OF MANAGEMENT AGREEMENT This TERMINATION OF MANAGEMENT AGREEMENT (this "Termination") is made as of November 15, 1999 (the "Effective Date"), by and between FOODMASTER INTERNATIONAL L.L.C., a Delaware limited liability...Termination of Management Agreement • April 21st, 2000 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
X EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY X EXHIBIT "B" LEASED PREMISES X EXHIBIT "C" ACCEPTANCE OF LEASED PREMISES X EXHIBIT "D" RULES AND REGULATIONS X EXHIBIT "E" LEASEHOLD IMPROVEMENTS AGREEMENT X EXHIBIT "F" PARKING PROVISIONS EXHIBIT "G"...Office Lease • July 2nd, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 2nd day of July, 2004, as if executed on the 1st day of July, 2004 ("Execution Date") by and between GelStat Corporation, a Minnesota Company with its principal office at...Employment Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations • Minnesota
EXHIBIT 10.19 December 18, 2000 Dear LeAnn: This letter will constitute an amendment to your Employment Agreement with DTR that was signed on October 1, 1998 and also an amendment to the grant of stock options to you pursuant to the Stock Option...Employment Agreement • April 16th, 2001 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies
EXHIBIT 10.57 INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT, made this 9th day of July, 2003, by and between GELSTAT CORPORATION, a Minnesota corporation (the "Company"), and RICHARD RINGOLD ("Optionee"). 1. Grant of Option. Pursuant to its 2003...Incentive Stock Option Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations
AGREEMENT ---------LLC Interest Redemption Agreement • March 26th, 2003 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Wisconsin
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.Limited Liability Company Agreement • April 21st, 2000 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations • Florida
agrees to pay, perform, discharge, and satisfy, as and when due, all of the Assumed Liabilities. Seller and Buyer acknowledge and agree that Buyer assumes no Liability of Seller other than the Assumed Liabilities, and specifically does not assume the Excluded Liabilities, and the parties agree that all Liabilities of Seller (other than the Assumed Liabilities) shall remain the sole responsibility of Seller, and shall be paid, performed, discharged, and satisfied as and when due. Furthermore, nothing contained herein shall prevent Buyer from having the ability to contest any claim of Liability asserted by any Person other than Seller.
AGREEMENT OF MEGER AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 29th, 2021 • Gelstat Corp • Pharmaceutical preparations
This Agreement of Merger and Plan of Merger and Reorganization (this “Agreement”) is made as of this 17th day of September 2010, by and between GelStat Corporation (“Gel-MN”) (a Minnesota corporation) and GelStat Corporation (“Gel-DE”) (a Delaware corporation), (together, the “Constituent Corporations”).
Exhibit 10.6 EMPLOYMENT AGREEMENT BY AND BETWEEN JOHN HUPP AND DEVELOPED TECHNOLOGY RESOURCE, INC. THIS EMPLOYMENT AGREEMENT, effective September 30, 1996, is made by and between John Hupp ("Executive") and Developed Technology Resource, Inc. ("DTR"),...Employment Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
EXHIBIT 10.52 CONTRIBUTION AND STOCK ACQUISITION AGREEMENT CONTRIBUTION AND STOCK ACQUISITION AGREEMENT effective as of January 1, 2005 by and among DTLL, Inc., a Minnesota corporation (the "Corporation"), and GS Pharma, Inc. ("GSPI"). W I T N E S S E...Contribution and Stock Acquisition Agreement • April 15th, 2005 • Gelstat Corp • Pharmaceutical preparations • Minnesota
Exhibit 10.5 EMPLOYMENT AGREEMENT BY AND BETWEEN ERLAN SAGADIEV AND DEVELOPED TECHNOLOGY RESOURCE, INC.Employment Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
SHARE TRANSFERShare Transfer Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.Limited Liability Company Agreement • November 25th, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
EXHIBIT 10.15 January 13, 1999 Dear John: This letter will constitute an amendment to your Employment Agreement with DTR that was signed on October 1, 1998 and also an amendment to the grant of stock options to you pursuant to the Amended Stock Option...Employment Agreement • April 21st, 2000 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies
AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 5th, 2012 • Gelstat Corp • Pharmaceutical preparations
This Agreement of Merger and Plan of Merger and Reorganization (this “Agreement”) is made as of this 17th day of September 2010, by and between GelStat Corporation (“Gel-MN”) (a Minnesota corporation) and GelStat Corporation (“Gel-DE”) (a Delaware corporation), (together, the “Constituent Corporations”).
