Form of Syngence Corporation UNDERWRITING AGREEMENT dated , 2007 Paulson Investment Company, Inc.Syngence Corp • November 15th, 2007 • New York
Introductory. Syngence Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 2,000,000 Units, each Unit consisting of (i) one share of the Company's common stock ("Common Stock"), and (ii) one Class A warrant to purchase one share of Common Stock (each a "Warrant" and, collectively, the "Warrants"). The Warrants are to be issued under the terms of a Warrant Agreement (the "Warrant Agreement") by and between the Company and [ ], as warrant agent (the "Warrant Agent"), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 2,000,000 Units to be sold by the Company are collectively called the "Firm Units." In addition, the Company has granted to the Underwriters an option to purchase up to an additional 300,000 Units (the "Optional Units"), as provided in Section 2. The Firm Units and, if and to the extent such option
CONSULTING AGREEMENTConsulting Agreement • November 15th, 2007 • Syngence Corp • Washington
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of the 1st day of March, 2007 (the "Effective Date"), by and between Krona Acquistion Corp a Delaware corporation (the "Company") and Geoffrey D. Osler (the "Consultant").
SUBSCRIPTION AGREEMENTAgreement • November 15th, 2007 • Syngence Corp • Delaware
In connection with the offer (the "Offer") and proposed issuance Krona Acquisition Corporation, a Delaware corporation (the "Company') of shares ("Shares") of its common stock, $0.0001 par value, ("Common Stock") the undersigned investor ("Investor") and the Company hereby agree as follows:
SYNGENCE CORPORATION LETTERHEAD]Syngence Corp • November 15th, 2007
On behalf of Syngence Corporation ("Syngence") and its employees, it is my pleasure to offer you a position with our company. This letter will outline the agreement we have reached with respect to your employment.
KRONA ACQUISITION CORPORATION. PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTSyngence Corp • November 15th, 2007 • Texas
In consideration of my employment, or continued employment, with Krona Acquisition Corporation (the "Company"), the Company's promise to disclose to me its confidential and proprietary information (as defined below), the compensation now and hereafter paid to me, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby agree with the Company as follows:
SECURITY AGREEMENTSecurity Agreement • November 15th, 2007 • Syngence Corp
THIS SECURITY AGREEMENT, ("Agreement") is made as of this 18th day of May, 2007, by and among KRONA ACQUISITION CORPORATION, a Delaware corporation (hereinafter "Borrower") and Lender(s) as listed on Schedule "1" of this Agreement, acting through HIGH CAPITAL FUNDING, LLC (the "Lead Investor").
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 15th, 2007 • Syngence Corp • Delaware
THIS AGREEMENT, dated as of May 18, 2007 by and between KRONA ACQUISITION CORPORATION, a Delaware corporation (the "Pledgor" and "Obligor"), having an office address at 929 - 19th Avenue E, Seattle, WA 98112 and DAVID A. RAPAPORT ("Agent"), having an address at 333 Sandy Springs Circle, Suite 230, Atlanta, GA 30328, as Agent for the holders of the 10% Secured Promissory Notes in the aggregate principal amount of up to $2,500,000 (the "Notes") issued on the date hereof by the Krona Acquisition Corporation.
AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • November 15th, 2007 • Syngence Corp • Washington
THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") is made this 17th day of May, 2007 (the "Effective Date"), by and among Syngence, LLC, a Texas limited liability company ("Seller") and Krona Acquisition Corporation, a Delaware corporation ("Buyer").
Restricted Stock Purchase AgreementRestricted Stock Purchase Agreement • November 15th, 2007 • Syngence Corp • Delaware
This Restricted Stock Purchase Agreement ("Agreement"), dated as of May 17, 2007, is between Syngence Corporation, a Delaware corporation, (the "Company") and ("Shareholder").
KRONA ACQUISITION CORPORATION 929 19TH AVENUE EAST SEATTLE, WA 98112 effective as of April 10, 2007 FINANCING AGREEMENTFinancing Agreement • November 15th, 2007 • Syngence Corp • Delaware
Investors: Up to 35 "accredited" investors, as defined in Regulation D of the Securities Act of 1933, including High Capital Funding, LLC ("HCF" or "Lead Investor"). HCF and the other investors are referred to herein as the "Investors." The number of investors may exceed 35 only with the prior consent of the Company and the Placement Agent (as defined below). See signature pages hereto for names, addresses, and the amount of Notes (as defined below) being purchased by the Investors. The Investors have read and agree to the terms contained in Exhibit A to this Financing Agreement ("Financing Agreement").
