ContractWarrant Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEALTH SCIENCES GROUP, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2005, by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 15, 2005 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries C Convertible Preferred Stock Purchase Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 15, 2005 by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT OF PURCHASE AND SALE OF ASSETSPurchase and Sale of Assets • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
THIS AGREEMENT (“Agreement”) is made as of this 24th day of December, 2004, at Los Angeles, California, by and among SWISS RESEARCH, INC., a California corporation (“Seller”), having its principal office in the County of Los Angeles, State of California, and the sole shareholder of Seller, Loren Miles (“Shareholder”) on the one hand, and HEALTH SCIENCES GROUP, INC., a Colorado corporation (“Buyer”), having its principal office in the County of Los Angeles, State of California, on the other hand, with reference to the following facts.
AGREEMENT AND PLAN OF ACQUISITIONAcquisition Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
This Agreement and Plan of Acquisition (Agreement) is entered into by and between Open Cell Biotechnologies, Inc., a Florida corporation, (OCBI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Health Sciences Group, Inc., a Colorado corporation, (HESG)
Amendment to Asset Purchase Agreement.Asset Purchase Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores
The parties hereto entered into an Agreement of Purchase and Sale of Assets dated December 24, 2004 (the “Agreement”), pursuant to which Health Sciences Group, Inc. (“Buyer”) agreed to acquire the assets of Swiss Research, Inc. (“Seller”) pursuant to the terms and provisions of the Agreement;
