HEPALIFE TECHNOLOGIES, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between HepaLife Technologies, Inc., a Florida corporation (the “Company”), and the following employee of the Company (“Optionee”):
HEPALIFE TECHNOLOGIES, INC.Employment Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
AGREEMENT dated as of May 11, 2007, between HepaLife Technologies, Inc. (the “Company”) and GCA Strategic Investment Fund Limited (“Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 11, 2007, between HepaLife Technologies, Inc., a Florida corporation (the “Company”), and GCA Strategic Investment Fund Limited (the “Fund”).
UNITED STATES DEPARTMENT OF AGRICULTURE TYPE OF RESEARCH AGREEMENT RESEARCH AGREEMENT Cooperative Research and Development Agreement AGREEMENT NO. 58-3K95-3-967 TYPE OF ACTION NEW AGENCY (Name and Address) Agricultural Research Service 1400...Cooperative Research and Development Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • District of Columbia
PRINCIPAL INVESTIGATOR (Name and Address) Harmel Rayat (Same as Above) FINANCE OFFICE (Complete Mailing Address) USDA, ARS, BA, Budget and Fiscal Office 10300 Baltimore Ave. Bldg. 003, Rm. 206, BARC-West Beltsville, MD 20705-2350
ContractCooperative Research and Development Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus
UNITED STATES DEPARTMENT OF AGRICULTURE RESEARCH AGREEMENT TYPE OF RESEARCH AGREEMENT Cooperative Research and Development Agreement
FORM OF CONVERTIBLE NOTEConvertible Note • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELER
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Illinois
MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of May 11, 2007, by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).
ADVISORY BOARD CONSULTING AGREEMENT (Between) PROF. DR. MED. MICHAEL OTT (And) HEPALIFE TECHNOLOGIES, INC. July 8, 2004Advisory Board Consulting Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
THIS HEPALIFE TECHNOLOGIES, INC., ADVISORY BOARD CONSULTING AGREEMENT (this “Agreement”) is made effective as of July 8, 2004 (the “Effective Date”), by and between HepaLife Technologies, Inc., a Florida corporation (the “Company” or “HepaLife”) and Prof. Dr. med. Michael Ott, an individual acting as an independent contractor to the Company (“Consultant”).
EQUINOX SECURITIES LOGO] April 19, 2007Placement Agent Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • California
UNITED STATES DEPARTMENT OF AGRICULTURE TYPE OF RESEARCH AGREEMENT RESEARCH AGREEMENT Cooperative Research and Development Agreement AGREEMENT NO. 58-3K95-3-967 TYPE OF ACTION Amendment No. 1 AGENCY (Name and Address) Agricultural Research Service...Cooperative Research and Development Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus
PRINCIPAL INVESTIGATOR (Name and Address) Harmel Rayat (Same as Above) FINANCE OFFICE (Complete Mailing Address) USDA, ARS, BA, Budget and Fiscal Office 10300 Baltimore Ave. Bldg. 003, Rm. 206, BARC-West Beltsville, MD 20705-2350
LICENSE AGREEMENTLicense Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Michigan
THIS AGREEMENT made and effective as of the date of last signing (herein the “Effective Date”) by and between Phoenix Biosystems, Inc. (herein “Company”), having a principal place of business at 216 - 1628 West 1st Avenue, Vancouver, BC, Canada, V6J 1G1, and Michigan State University (herein “MSU”), having a principal place of business in East Lansing, Michigan 48824, USA. Company and MSU are each a “party”, and may collectively be referred to as the “parties.”
ContractCooperative Research and Development Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus
UNITED STATES DEPARTMENT OF AGRICULTURE RESEARCH AGREEMENT TYPE OF RESEARCH AGREEMENT Cooperative Research and Development Agreement
Sponsored Research Agreement (ver. 11/07/05)Sponsored Research Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Michigan
THIS SPONSORED RESEARCH AGREEMENT is made and effective as of the date of last signing (herein the "Effective Date") by and between Phoenix Biosystems, a subsidiary of Hepalife, Inc, (herein "Sponsor)" having its principal place of business at 216-1628 West 1st Avenue Vancouver. BC Canada V6J1G1 and Michigan State University, (herein "University"), a non-profit educational institution of the State of Michigan having an office at East Lansing, MI 48824.
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • New York
THIS HEPALIFE TECHNOLOGIES, INC., ADVISORY BOARD AGREEMENT (“Agreement”) is made effective as of January 1, 2007 (“Effective Date”), by and between HepaLife Technologies, 60 State Street, Suite 700, Boston, MA 02109 (“HepaLife”) and Dr. Jörg Gerlach, McGowan Institute for Regenerative Medicine, 3025 East Carson Street, Suite 238, Pittsburgh, PA 15203, an individual acting as an independent contractor to HepaLife (“Advisor”).
ADVISORY BOARD CONSULTING AGREEMENTAdvisory Board Consulting Agreement • June 12th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS HEPALIFE TECHNOLOGIES, INC., ADVISORY BOARD CONSULTING AGREEMENT (“Agreement”) is made effective as of June 1, 2007 (“Effective Date”), by and between HepaLife Technologies, 60 State Street, Suite 700, Boston, MA 02109 (“HepaLife”) and Paul Coussens, Ph.D., 511 Westmoreland, Lansing, MI 48915, an individual acting as an independent contractor to HepaLife (“Consultant”).
