REDEMPTION AGREEMENTRedemption Agreement • November 14th, 2007 • Verbena Pharmaceuticals Inc • Blank checks • Delaware
This Agreement (the “Agreement”) is made as of the 14th day of November, 2007 by and between Verbena Pharmaceuticals Inc., a Delaware corporation having its offices at 270 Presidential Drive, Wilmington, DE 19807 (the “Issuer”) and Randy Milby, with an address at 270 Presidential Drive, Wilmington, DE 19807 (the “Seller”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 14th, 2007 • Verbena Pharmaceuticals Inc • Blank checks • Delaware
AGREEMENT entered into as of the 14th day of November, 2007, by and between Verbena Pharmaceuticals, Inc., a Delaware corporation with an address at 270 Presidential Drive, Wilmington, DE 19807 (the “Company”) and Genesis Holdings, Inc., a Texas corporation with an address at 10010 San Pedro Avenue, Suite 310, San Antonio, TX 78216 (the “Purchaser”).
ESCROW AGREEMENTEscrow Agreement • November 14th, 2007 • Verbena Pharmaceuticals Inc • Blank checks • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of November 14, 2007, by and among Randy Milby, with an address at 270 Presidential Drive, Wilmington, DE 19807 (“Milby”), Genesis Holdings, Inc., a Texas corporation with an address at 10010 San Pedro Avenue, Suite 310, San Antonio, TX 78216 (“Genesis”), Verbena Pharmaceuticals Inc., a Delaware corporation with an address at 270 Presidential Drive, Wilmington, DE 19807 (the “Company”) and Feldman Weinstein & Smith LLP, having an address at 420 Lexington Avenue, Suite 2620, New York, NY 10170 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Promissory Notes, Common Stock Purchase Agreement and Redemption Agreement referred to in the recitals. Hereinafter, Milby, Genesis and the Company shall be referred to as the “Parties”, each a “Party.”
