LIFE SYSTEMS CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • July 27th, 2001 • Life Systems Corp
Neither this option nor the underlying shares of common stock have been registered under the Securities Act of 1933, as amended ("Securities Act"). This option or the underlying common shares may not be sold or transferred unless: (i) there is an effective registration covering the option or shares, as the case may be, under the Securities Act and applicable states securities laws; (ii) the Company first receives a letter from an attorney, acceptable to the board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act and applicable states securities laws; or, (iii) the transfer is made pursuant to rule 144 under the Securities Act.
LIFE SYSTEMS CORP. WARRANTWarrant Agreement • July 27th, 2001 • Life Systems Corp
This Warrant, when fully executed by the Company and Holder, entitles the Holder to purchase the common voting stock ("Shares") of the Company, in the amounts and on the terms and conditions set out as follows:
LIFE SYSTEMS CORP. WARRANTWarrant Agreement • July 27th, 2001 • Life Systems Corp
This Warrant, when fully executed by the Company and Holder, entitles the Holder to purchase the common voting stock ("Shares") of the Company, in the amounts and on the terms and conditions set out as follows:
CONSULTING AGREEMENTConsulting Agreement • July 27th, 2001 • Life Systems Corp • Nevada
WARRANT TO PURCHASE COMMON STOCK OF LIFE SYSTEMS, INC. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED OR...Warrant to Purchase Common Stock • July 27th, 2001 • Life Systems Corp • Washington
Life Systems, Inc., a Nevada corporation (the "Company"), grants the following rights to Monahan & Biagi, P.L.L.C., having an address at 701 Fifth Avenue, Seattle, WA 98104 ("Holder").
MUTUAL RELEASE DATE: 06/16/2000Mutual Release Agreement • July 27th, 2001 • Life Systems Corp
This release is the complete and final statement between these parties as of the date first set out above, and merges and integrates all pre-existing understandings or agreements, whether oral or written. This release may be pleaded as a complete defense to any action brought by either party against the other on any claim arising prior to and as of the date of this Mutual Release.
ContractPrivate Placement Subscription Agreement • July 27th, 2001 • Life Systems Corp • Washington
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "AGREEMENT") RELATES TO AN OFFERING OF SECURITIES TO ONLY THOSE U.S. RESIDENTS WHO ARE "ACCREDITED INVESTORS" AS DEFINED IN RULE 501 OF REGULATION D UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"); AND TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE 1933 ACT.
LICENSE AGREEMENT License agreement made April 1, 2001, between Bio-Preserve Medical Corporation, a corporation organized under the laws of the State of Washington, with its principal place of business at 8717-148th Avenue N.E., Redmond, King County,...License Agreement • July 27th, 2001 • Life Systems Corp
Licensor is the owner of the entire right, title, and interest in letters patent of the United States Patents numbered 5,338,662 and 5,494,822 issued August 16, 1994 and February 27, 1996 respectively, for inventions entitled Organ Perfusion Device; and the assignee of Patent No. 4,745,759 and the rights to the 510K FDA for Patent No. 4,745,759;
OPTION AGREEMENTOption Agreement • July 27th, 2001 • Life Systems Corp • Pennsylvania
Neither the options granted hereby nor the underlying shares of common stock have been registered under the Securities Act of 1933, as amended ("Securities Act"). These options or the underlying common shares may not be sold or transferred unless: (i) there is an effective registration covering the option or shares, as the case may be, under the Securities Act and applicable states securities laws; (ii) Life Systems Corp. first receives a letter from an attorney, acceptable to the board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act and applicable states securities laws; or, (iii) the transfer is made pursuant to rule 144 under the Securities Act.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 27th, 2001 • Life Systems Corp • Washington
PROMISSORY NOTEPromissory Note • July 27th, 2001 • Life Systems Corp
The Borrower and Lender have entered into a Memorandum of Understanding effective June 28, 1999 attached hereto by reference. In the event that that definitive agreements contemplated by this memorandum are not entered into, or in the event that either party terminates the agreements between the parties for good reason (to be specifically defined) then FOR VALUE RECEIVED the Borrower shall have the option of either repaying the principal amount or converting the principal amount into common stock of Bio-Preserve International Corporation at a price equal to 50% of the average of the bid and ask prices of the stock for a period of one week prior to the effective termination date.
Perfusion Systems Inc. c/o Suite 305 - 1208 Wharf Street Victoria, BC V8W 3B9 Attention: Ian Middleton, Dear Sirs: Re: Memorandum of Understanding dated April 21, 2000 between Bio-Preserve International Corporation and Perfusion Systems Inc. (the "MoU")Memorandum of Understanding • July 27th, 2001 • Life Systems Corp
We have reviewed the MoU and note that it has a term of 120 days from April 21, 2000. As we have not yet completed all the provisions of the MoU including the closing of the Share Exchange Agreement, we would like to extend the term by an additional 90 days, as provided for in the MoU.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • July 27th, 2001 • Life Systems Corp • Washington
BRIDGE LOAN AGREEMENTBridge Loan Agreement • July 27th, 2001 • Life Systems Corp • Washington
MODIFICATION AGREEMENT to STOCK PURCHASE AGREEMENT BRIDGE LOAN AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT All dated as of September 15, 1999 Date: November 8, 1999Modification Agreement • July 27th, 2001 • Life Systems Corp • Washington
assignment of CONVERTIBLE LOAN FACILITYAssignment of Convertible Loan Facility • July 27th, 2001 • Life Systems Corp
ALLIED RESOURCES, INC., (a West Virginia corporation), having an address at Suite 1060, 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7
ASSIGNMENT OF SECURITY AGREEMENTAssignment of Security Agreement • July 27th, 2001 • Life Systems Corp
BIO-PRESERVE MEDICAL CORPORATION ("Company") owns the letters patent and applications for letters patent of the United States more particularly described on Schedule 1.0 annexed to this Agreement and incorporated by reference, together with any application, issue, re-examination and all divisions, reissues, continuations, improvements or extensions thereof, including, without limitation, any and all causes of action for infringement thereof and the right to file foreign applications directly in the name of Company and to claim priority rights deriving from the United States application to which the foreign applications are entitled by virtue of international convention, treaty or otherwise, the invention, application and all letters patent on the invention for the full term of such patents and any and all royalties for any license thereof (collectively, the "Patents").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2001 • Life Systems Corp • Washington
This is a Registration Rights Agreement made as of the 14 day of March, 2001, by and between Life Systems, Corp., a Nevada corporation (the "Company") and Monahan & Biagi, P.L.L.C., or its assigns ("Holder").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2001 • Life Systems Corp • Washington
BIOPRESERVE INTERNATIONAL, INC. STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • July 27th, 2001 • Life Systems Corp • Nevada
THIS AGREEMENT (the "Agreement") is made as of the 5th day of April 1999, by and between Biopreserve International, Inc., a Nevada corporation (the "Company"), and Arthur Karuna-Karan ("Purchaser").
SAFEKEEPING AGREEMENTSafekeeping Agreement • July 27th, 2001 • Life Systems Corp
This Safekeeping Agreement (this "Agreement") is entered into between Monahan & Biagi, P.L.L.C. ("M&B"), and Life Systems Corp. ("LIFS"), and Stephen Pidgeon ("Pidgeon").
EXHIBIT B SECURITY AGREEMENTSecurity Agreement • July 27th, 2001 • Life Systems Corp
LIFE SYSTEMS CORP. WARRANT Neither this warrant nor the underlying shares of common stock have been registered under the Securities Act of 1933, as amended ("Securities Act"). This warrant or the underlying common shares may not be sold or transferred...Warrant Agreement • July 27th, 2001 • Life Systems Corp
This Warrant, when fully executed by the Company and Holder, entitles the Holder to purchase the common voting stock ("Shares") of the Company, in the amounts and on the terms and conditions set out as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 27th, 2001 • Life Systems Corp • Washington
ACKNOWLEDGEMENT AND AGREEMENTLoan Agreement • July 27th, 2001 • Life Systems Corp • Washington
By bridge loan agreement dated September 15, 1999 (the "Loan Agreement"), Allied Resources, Inc. a West Virginia corporation, (the "Assignor") agreed to lend and the Borrower agreed to borrow up to the principal sum of $350,000 (the "Loan") pursuant to and in accordance with the terms and conditions of the Loan Agreement.
THIS AGREEMENT is made effective as of the 24th day of May, 2000 BETWEEN: BIO- PRESERVE INTERNATIONAL CORPORATION (hereinafter referred to as the "Company")Agency Agreement • July 27th, 2001 • Life Systems Corp • Washington
The Company desires to appoint the Agents to act on behalf of the Company in connection with its proposed reorganization and the Agents have agreed to accept such appointment on the terms and conditions of this Agreement.
MUTUAL AND FINAL RELEASE DATE: March 14, 2001Mutual Release Agreement • July 27th, 2001 • Life Systems Corp
ASSIGNMENT OF PATENT, FDA 510K AUTHORIZATION AND PLEDGE OF EXPERTISE TO BIO- PRESERVE, INC.Assignment of Patent and Pledge of Expertise • July 27th, 2001 • Life Systems Corp
NOW COMES the parties to this agreement, BIO-PRESERVE, Inc. ( a Washington Corporation ); DAN O. BAUER, ( a Massachusetts resident ); NEAL W. BAUER ( a Michigan resident ) ; and, AED, Inc. ( a Michigan Corporation ). The parties mutually state they are or have been in the business of designing and manufacturing medical devices with emphasis on equipment for the preservation of animal and human organs.
INTELLECTUAL PROPERTY SECURITY AGREEMENTSecurity Agreement • July 27th, 2001 • Life Systems Corp • Washington
