CLASS A COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of MEDISTEM LABORATORIES, INC.Medistem Laboratories, Inc. • March 30th, 2006 • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________(the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medistem Laboratories, Inc., a Nevada corporation (the “Company”), up to __________ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28,2006, by and among Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENT Effective as of October 1, 2005 by and between Medistem Laboratories, Inc. and Roger M. Nocera, M.D.Employment Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • Arizona
EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of _____________ __, 2006 (the “Execution Date”) and effective as of October 1, 2005 (the “Effective Date”), by and between Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and Roger M. Nocera, M.D. (“Executive”).
Registrations Rights AgreementRegistrations Rights Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February ___ 2006, by and among Medistem Laboratories, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
UNIT PURCHASE WARRANT To Purchase ___________ Units of MEDISTEM LABORATORIES, INC.Medistem Laboratories, Inc. • March 30th, 2006 • Retail-eating places
THIS UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 180th day after the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medistem Laboratories, Inc., a Nevada corporation (the “Company”), up to ___________ Units, each Unit consisting of one share of Series A Convertible Preferred Stock, one Class A Common Stock Purchase Warrant and one Class B Common Stock Purchase Warrant to purchase shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The Preferred Stock included in the Units shall have the terms and conditions set forth in the Company’s Certificate of Designation for the Series A Convertible Preferred Stock. Each
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • March 30th, 2006 • Medistem Laboratories, Inc. • Retail-eating places • New York
This AGREEMENT (the “Agreement”) is made as of the ___ day of February 2006, by the signatories hereto (each a “Holder”), in connection with his ownership of shares of Medistem Laboratories, Inc., a Nevada corporation (the “Company”). Terms not otherwise defined herein shall have the respective meaning ascribed thereto in the Purchase Agreement (as defined herein).
