EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENTExclusive License and Development Agreement • September 10th, 2007 • Cellular Technical Services Co Inc • Blank checks • Illinois
THIS EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 26th day of May 2006, by and between Creighton University (the “University”) and SafeStitch LLC, a Virginia limited liability company (the “Company”). References to an Article, Section, or paragraph mean an Article, Section or paragraph of this Agreement, unless otherwise specified.
SAFESTITCH, LLCCellular Technical Services Co Inc • September 10th, 2007 • Blank checks
The purpose of this Letter Agreement is to set forth the basic understanding whereby you will become employed by SafeStitch, LLC and any successor companies and entities as Chief Operating Officer (“COO”) at a starting salary of $130,000 per year. The term of this understanding is for one year.
NOTE AND SECURITY AGREEMENTNote and Security Agreement • September 10th, 2007 • Cellular Technical Services Co Inc • Blank checks • Florida
FOR VALUE RECEIVED, CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation with offices at 4400 Biscayne Boulevard, Miami, Florida 33137 (“CTSC”) and SAFESTITCH LLC, a Virginia limited liability company and wholly-owned subsidiary of CTSC (“SafeStitch”, and, collectively with CTSC, “Borrower”), pursuant to this Note and Security Agreement (this “Note”), hereby promise to pay to THE FROST GROUP, LLC, a Florida limited liability company (the “Frost Group”), and JEFFREY G. SPRAGENS, an individual (“Spragens” and, together with the Frost Group, “Lender”), at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $4,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the “Loan”) made to Borrower by Lender pursuant to that certain Share Transfer, Exchange and Contribution Agreement, dated as of July 25, 2007, by and among Borrower, Lender and others (the “Sha
AMENDMENT NO.1 TO SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENTAnd Contribution Agreement • September 10th, 2007 • Cellular Technical Services Co Inc • Blank checks
This AMENDMENT NO. 1 TO SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT (this “Amendment”) dated August 28, 2007 is by and among CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation (“Parent”), SAFESTITCH LLC, a Virginia limited liability company (the “Company”) and the members of the Company (the “Company Members”).
