Letter of Agreement For Emerging Delta CorporationLetter of Agreement • June 29th, 2004 • Emerging Delta Corp • Blank checks • Delaware
FORM OF INDEMNIFICATION AGREEMENT ALCiS HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2006 (the “Effective Date”), by and between ALCiS Health, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF STATEMENT OF CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT BETWEEN ALCIS-CA AND OUR EMPLOYEES, CONSULTANTS AND OTHER THIRD-PARTY CONTRACTORS ALCiS HEALTH, INC. CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENTInformation and Inventions Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks • California
As an employee of ALCiS Health, Inc, its subsidiary or its affiliate (together, the “Company”), and in consideration of the compensation now and hereafter paid to me, I, the undersigned, agree to the following:
FORM OF SUBSCRIPTION AGREEMENT RELATING TO OFFERING CONSUMMATED MARCH 31, 2006 FOR THE SALE OF COMMON STOCK AND WARRANTS ALCiS HEALTH, INC.Subscription Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks • California
IF, AFTER YOU HAVE CAREFULLY REVIEWED THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM DATED MARCH 2006 (THE “MEMORANDUM”) OF ALCiS HEALTH, INC. (THE “COMPANY”), YOU DECIDE TO PURCHASE UNITS (AS DESCRIBED IN THE MEMORANDUM), PLEASE CAREFULLY OBSERVE THE INSTRUCTIONS BELOW. THE INFORMATION REQUESTED IN THESE SUBSCRIPTION PAPERS IS NECESSARY TO ENSURE EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) AND REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED. SUCH INFORMATION IS CONFIDENTIAL AND WILL NOT BE REVIEWED BY ANYONE OTHER THAN THE COMPANY AND ITS COUNSEL. ALL SUBSCRIPTION PAPERS MUST BE COMPLETED, CORRECTLY SIGNED AND DATED, OR THEY MAY NOT BE ACCEPTED.
THIRD AMENDMENT TO LICENSE AND MANUFACTURING AGREEMENTLicense and Manufacturing Agreement • August 14th, 2006 • Emerging Delta Corp • Blank checks
THIS THIRD AMENDMENT TO LICENSE AND MANUFACTURING AGREEMENT (“Third Amendment”) is made and entered into as of April 13, 2006 (the “Third Amendment Effective Date”), by and among BioZone Laboratories, Inc., a corporation formed under the laws of the State of California or its assigns (individually and collectively, “BioZone”), and ALCiS Health, Inc., a corporation formed under the laws of the California (“ALCiS”). Except as noted below, the License and Manufacturing Agreement (“Agreement”), dated August 17, 2005, between the parties shall remain in full force and effect. The Amendment dated September 28, 2005 between the parties shall have no further force or effect, and shall be replaced in its entirety by the Second Amendment dated December 27, 2005, which shall remain in full force and effect except as modified below.
FORM OF LOCK-UP AGREEMENT FOR CERTAIN INVESTORS LOCK-UP AGREEMENT March , 2006Lock-Up Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks • California
FIRST AMENDMENT TO OPTION TO PURCHASE AGREEMENTOption to Purchase Agreement • August 14th, 2006 • Emerging Delta Corp • Blank checks
THIS FIRST AMENDMENT TO OPTION TO PURCHASE AGREEMENT (“First Amendment”) is made and entered into as of April 13, 2006 (the “First Amendment Effective Date”), by and among BioZone Laboratories, Inc., a corporation formed under the laws of the State of California or its assigns (individually and collectively, “BioZone”), and ALCiS Health, Inc., a corporation formed under the laws of the California (“ALCiS”). Except as noted below, the Option to Purchase Agreement (“Agreement”), dated as of November 4, 2005, between the parties shall remain in full force and effect.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] LICENSE AGREEMENT BETWEEN ALCIS-CA AND BIOZONE LABORATORIES, INC. DATED AUGUST 17, 2005 LICENSE &...License and Manufacturing Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks • California
This LICENSE AND MANUFACTURING AGREEMENT (the “Agreement”), dated as of August 17, 2005 (the “Effective Date”), is made by and between ALCiS Health, Inc., a California corporation having its principal office at 560 S. Winchester Blvd., Fifth Floor, San Jose, California 95128 (“ALCiS”), and BioZone Laboratories, Inc., a California corporation, and its Affiliates and assigns, having its principal office at 580 Garcia Ave, Pittsburg, California 94565 (individually and collectively “BioZone”). ALCiS and BioZone are each sometimes referred to individually as a “Party” and together as the “Parties.”
AGREEMENT AND PLAN OF MERGER March 30, 2006Agreement and Plan of Merger • April 5th, 2006 • Emerging Delta Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the 30th day of March, 2006, (the “Plan Date”) by and among EMERGING DELTA CORPORATION, a Delaware corporation (“Acquisition Parent”), DELTA ACQUISITION SUB INC., a Delaware corporation and wholly owned subsidiary of Acquisition Parent (“Acquisition Sub”), and ALCIS HEALTH, INC., a California corporation (“Target”).
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] PURCHASE OPTION BETWEEN ALCIS AND BIOZONE LABORATORIES, INC. DATED NOVEMBER 4, 2005* OPTION TO PURCHASEPurchase Option Between Alcis And • April 6th, 2006 • Emerging Delta Corp • Blank checks
OPTION TO PURCHASE AGREEMENT dated as of November 4, 2005 (the “Purchase Option”) by and among BioZone Laboratories, Inc., a corporation formed under the laws of the State of California or its assigns (individually and collectively, “BioZone”), and Alcis Health, Inc., a corporation formed under the laws of the California (“Alcis”).
ENGAGEMENT AGREEMENT BETWEEN LANDRUM & COMPANY, INC. AND ALCIS-CA EFFECTIVE FEBRUARY 1, 2006 ATTORNEY-CLIENT FEE AGREEMENTEngagement Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks
This is the written fee agreement (“Agreement”) that California law, under Business and Professions Code section 6148, requires attorneys to have with their clients and it is intended to fulfill the requirements of that section.
WARRANT TO PURCHASE STOCKEmerging Delta Corp • April 6th, 2006 • Blank checks • California
FORM OF STOCK OPTION AGREEMENT RELATING TO THE 2004 STOCK PLAN ALCIS HEALTH, INC. NOTICE OF STOCK OPTION GRANTForm of Stock Option Agreement • April 6th, 2006 • Emerging Delta Corp • Blank checks • California
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan (the “Plan”) shall have the same defined meanings in this Notice of Stock Option Grant (“Stock Option Grant”).
