LEASE AGREEMENTLease Agreement • May 12th, 2011 • Stem Cell Assurance, Inc.
THIS LEASE AGREEMENT (this “Lease”) is made this 20th day of January, 2010, between ORANGE COAST, LLC, a Delaware limited liability company (“Landlord”), and STEM CELL ASSURANCE, INC., a Nevada corporation (“Tenant”).
ContractStock Option Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Nevada
STOCK OPTION AGREEMENT, made as of the 15th day of December, 2010, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and ___________________ (the “Optionee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • New York
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 10, 2011 by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and FRANCISCO SILVA (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 11.
FIRST AMENDMENT TO LEASELease Agreement • May 12th, 2011 • Stem Cell Assurance, Inc.
This First Amendment to Lease (this “First Amendment”) is made as of March 11, 2011, by and between ORANGE COAST, LLC, a Delaware limited liability company (“Landlord”), and STEM CELL ASSURANCE, INC., a Nevada corporation (“Tenant”).
ContractConsulting Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • New York
CONSULTING AGREEMENT (the “Agreement”), dated as of April 7, 2011, by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and JOSEPH ROSS, M.D., F.A.C.S. (the “Consultant”).
ACQUISITION AND REORGANIZAT1ON AGREEMENTAcquisition Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Texas
THIS AGREEMENT (hereinafter “the Agreement”) is made and entered into as of the 17th of April, 2009, by and between Traxxec Inc. (hereinafter “TRXX”), and Stem Cell Assurance LLC, (hereinafter “SCA”), a Florida registered company:
Acquisition of Medify Solutions Ltd Registered in England No.Acquisition Agreement • May 12th, 2011 • Stem Cell Assurance, Inc.
ContractEmployment Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • New York
EMPLOYMENT AGREEMENT, dated as of the 4th day of October 2010 (the Commencement Date”), by and between STEM CELL ASSURANCE, INC., a Nevada Corporation (the “Company”), and MARK WEINREB (the “Employee”).
ContractTermination Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Florida
TERMINATION AGREEMENT, dated as of January 21, 2011 (the “Agreement”), by and among STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), STEM CELL RESEARCH COMPANY, LLC, a Florida limited liability company (“Research”), and TOMMY BERGER (“Berger”).
ContractConsulting Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • New York
CONSULTING AGREEMENT (the “Agreement”), dated as of February 17, 2011, by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and VINTAGE HOLIDAYS L.L.C., a Florida limited liability company (the “Consultant”).
December 23, 2010 Mr. Mark Weinreb c/o Stem Cell Assurance, Inc.Employment Agreement • May 12th, 2011 • Stem Cell Assurance, Inc.
STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXYShareholder Agreement • May 12th, 2011 • Stem Cell Assurance, Inc.
This Shareholder Agreement and Irrevocable Proxy is by and between Stem Cell Research Company, LLC, a Florida limited liability company (“Research”), and Mark Weinreb (“Weinreb”). Research and Weinreb agree that the 67,085,899 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) owned by Research and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by Research (collectively, the “Shares”), shall be voted as determined by Weinreb.
ContractTermination Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Florida
TERMINATION AGREEMENT, dated as of December 15, 2010 (the “Agreement”), by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and GLORIA MCCONNELL (the “Executive”).
ContractStock Option Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Nevada
STOCK OPTION AGREEMENT, made as of the 21st day of April, 2011, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and MANDY CLARK (the “Optionee”).
ContractStock Option Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Nevada
STOCK OPTION AGREEMENT, made as of the 23rd day of December, 2010, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and MARK WEINREB (the “Optionee”).
CREDIT SUPPORT, SECURITY AND REGISTRATION RIGHTS AGREEMENTCredit Support, Security and Registration Rights Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Florida
This CREDIT SUPPORT, SECURITY AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17 2010, is between QUICK CAPITAL of LONG ISLAND CORP., a corporation in the jurisdiction STATE OF NEW YORK having its principal office at P.O. Box 238, Syosset, New York, 11791, and STEM CELL ASSURANCE, INC., a Nevada corporation having its principal office at 200 Glades Road, Suite # 2, Boca Raton, Florida 33432 (“Customer”).
ACQUISITION AGREEMENTAcquisition Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Texas
THIS AGREEMENT (hereinafter “the Agreement”), is made and entered into as of the 4th of February, 2008, by and between Columbia River Resources Inc.(hereinafter “CRR”), and Traxxec Limited, (hereinafter “Traxxec”) a UK Limited Company, provides as follows:
STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXYShareholder Agreement • May 12th, 2011 • Stem Cell Assurance, Inc.
This Shareholder Agreement and Irrevocable Proxy is by and between Gloria McConnell (“McConnell”) and Mark Weinreb (“Weinreb”). McConnell and Weinreb agree that the 41,034,483 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) owned by McConnell and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by McConnell (collectively, the “Shares”), shall be voted as determined by Weinreb.
SETTLEMENT AGREEMENTSettlement Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Florida
SETTLEMENT AGREEMENT (the “Agreement”), dated as of February 23, 2011, by and among QUICK CAPITAL OF L.I. CORP., a New York corporation (“Quick”), OLDE ESTATE, LLC, a Florida limited liability company (“Olde Estate”), and STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”).
ContractConsulting Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • New York
CONSULTING AGREEMENT (the “Agreement”), dated as of February 17, 2011, by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and TDA CONSULTING SERVICES, INC., a Florida corporation (the “Consultant”).
ContractStock Option Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Nevada
STOCK OPTION AGREEMENT, made as of the 5th day of April, 2011, between STEM CELL ASSURANCE INC., a Nevada corporation (the “Company”), and FRANCISCO SILVA (the “Optionee”).
