PLEDGE AND SECURITY AGREEMENTSecurity Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This SECURITY AGREEMENT, dated as of October 7, 2011 (this “Agreement”), is among Tamandare Explorations Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Convertible Debentures, in the original aggregate principal amount of up to $3,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of April 1, 2011, between Tonix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Benjamin A. Selzer (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
THIS CONSULTING AGREEMENT is dated as of June 4, 2010 (the "Agreement"), between Krele Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and L&L Technologies, LLC (the "Consultant").
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This Amendment to the Employment Agreement between Tonix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Benjamin A. Selzer (the “Executive”) dated as of April 1, 2011 (the “Agreement”) is made and entered into as of July 27, 2011 (the “Amendment”).
CONSULTING AGREEMENT (the “Agreement”) entered into as of this 2nd day of June 2011 (the “Effective Date”),Consulting Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New Jersey
NOW, THEREFORE, in consideration of the various premises and undertakings herein set forth, the Parties, intending to be legally bound, hereby agree as follows.
SHARE EXCHANGE AGREEMENT by and among Tonix Pharmaceuticals, Inc. (“Tonix“) and the Shareholders of Tonix, on the one hand; and Tamandare Explorations Inc. (“Pubco”), a Nevada corporation and the Representative Stockholder on the other hand October 7,...Share Exchange Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This Share Exchange Agreement, dated as of October 7, 2011 (this “Agreement”), is made and entered into by and among Tonix Pharmaceuticals, Inc., a Delaware corporation (“Tonix”), and the shareholders of Tonix (“Tonix Shareholders”) listed on the Signature Pages for Tonix Shareholders that are attached hereto, on the one hand; and Tamandare Explorations Inc., a Nevada corporation (“Pubco”) and the Representative Stockholder (as hereinafter defined), on the other hand.
* * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Tamandare Explorations Inc. • October 14th, 2011 • Metal mining
Reference is made to a certain Feasibility and Option Agreement dated as of June 20, 2007 (the “Agreement”) between Lipocine, Inc. (“Lipocine”) and Tonix Pharmaceuticals, Inc. (formerly known as Krele Pharmaceuticals, Inc.) (“Tonix”).
FEASIBILITY AND OPTION AGREEMENTFeasibility and Option Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining
THIS FEASIBILITY AND OPTION AGREEMENT (the “Agreement”) is made and entered into as of June 20, 2007 by and between LIPOCINE, INC., a Delaware corporation having its principal place of business at 675 Arapeen Drive, Suite 202, Salt Lake City, UT 84108 (“Lipocine”), and KRELE PHARMACEUTICALS, INC., a Delaware corporation having its principal place of business at 1349 Lexington Avenue, Suite 2C, New York, NY 10128 (“Krele”). Lipocine and Krele may be referred to herein individually as a “Party”, or collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This Amendment to the Employment Agreement between Tonix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Susan Oliver (the “Executive”) dated as of April 1, 2011 (the “Agreement”) is made and entered into this July 27, 2011 (the “Amendment”).
ContractTechnology Transfer and Assignment Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
TECHNOLOGY TRANSFER AND ASSIGNMENT AGREEMENT (“Agreement”), dated as of June 4, 2010, by and between Lederman & Co., LLC, a Delaware limited liability company (“Assignor”); and Krele Pharmaceuticals, Inc., a Delaware corporation, with its principal business address at 9 West 57th, 26th Floor, New York, New York 10019 (“Assignee”).
API SUPPLY AND DEVELOPMENT AGREEMENT (TONIX)Api Supply and Development Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This API Supply and Development Agreement (“Agreement”) is entered into as of April 7, 2011 (“Effective Date”) by JFC Technologies, Inc., with offices at 100 West Main Street, Bound Brook, New Jersey 08805 referred to (as “Supplier”) and Tonix Pharmaceuticals, Inc., a Delaware corporation with offices at 509 Madison Avenue, Suite 306, New York, New York 10022 (“Tonix”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This GUARANTY (together with all amendments, if any, from time to time hereto, this “Guaranty”) dated as of October 7, 2011, is made by and among each of the guarantors signatory hereto and each additional party that becomes a guarantor hereto pursuant to Section 9 hereof (each, a “Guarantor” and collectively, “Guarantors”), and Sandor Capital Master Fund L.P., individually and as Agent (in such capacity, “Agent”) for itself and the other Purchasers from time to time signatory to the Subscription Agreement, as hereinafter defined (“Purchasers”).
FINANCIAL PUBLIC RELATIONS LETTER OF AGREEMENT FOR TONIX Pharmaceuticals, Inc.Letter of Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
We are pleased that you have retained Porter, LeVay and Rose, Inc. (“PLR”) as public relations advisors for TONIX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). This letter describes the terms of our engagement, effective as of August 1, 2011 (the “Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (this “Subscription”) has been executed by Tamandare Explorations Inc., a corporation organized under the laws of the State of Nevada (the “Company”) and the purchaser set forth in the Signature Page (the “Signature Page”) attached hereto (the “Purchaser”).
December 9, 2010Consulting Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining
