Void after 5:00 p.m., Eastern Standard Time on October 5, 2012 UNIT PURCHASE WARRANTWarrant Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • California
DRTATTOFF, LLC, a California limited liability company (the “Company”), hereby certifies that, for value received, Dawson James Securities, Inc., located at 925 Federal Highway, Suite 600, Boca Raton, FL 33432 (the “Warrant Holder”) is the owner of the number of unit purchase warrants (“Warrants”) which entitles the holder thereof to purchase, at any time during the period commencing on the Commencement Date (as defined herein) and ending on the Expiration Date (as defined herein), seventy seven thousand eight hundred (77,800) fully paid and non-assessable units of Membership Interest (as defined in the Company's Operating Agreement dated as of July 5, 2005, as amended to date (the "Operating Agreement")) in the Company (each a "Unit"), at a purchase price equal to the Exercise Price (as defined below) in lawful money of the United States of America in cash or securities, subject to adjustment as hereinafter provided. Each Unit shall include the right to receive allocations of Net Prof
Void after 5:00 p.m., Eastern Standard Time on July 20, 2012 UNIT PURCHASE WARRANTWarrant Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • California
DRTATTOFF, LLC, a California limited liability company (the “Company”), hereby certifies that, for value received, Alex Tringas, located at 29 Eigin Parkway, Ft. Walton Beach, FL 32548 (the “Warrant Holder”) is the owner of the number of unit purchase warrants (“Warrants”) which entitles the holder thereof to purchase, at any time during the period commencing on the Commencement Date (as defined herein) and ending on the Expiration Date (as defined herein), One Thousand One Hundred Twelve (1112) fully paid and non-assessable units of Membership Interest (as defined in the Company's Operating Agreement dated as of July 5, 2005, as amended to date (the "Operating Agreement")) in the Company (each a "Unit"), each representing a Percentage Interest (as defined in the Operating Agreement) equal to 0.0009890% on a fully-diluted basis as of the date hereof at a purchase price equal to the Exercise Price (as defined below) in lawful money of the United States of America in cash, subject to adj
ContractConvertible Promissory Note • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • California
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DR. TATTOFF, LLC THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2008, by and between Lifesciences Opportunities Incorporated, a Florida corporation (the “Company”), and the investor that has executed the signature page of this Agreement (the “Investor”).
FINDERS FEE AGREEMENTFinder's Fee Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks
PROMISSORY NOTEPromissory Note • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • California
FOR VALUE RECEIVED, Dr.TATTOFF, LLC a California limited liability company located at 8447 Wilshire Boulevard, Suite 102, Beverly Hills CA 90211 (the “Borrower”) hereby promises to pay to the order of __________________, located at ____________________ (the "Holder"), the principal sum of ______ Thousand and 00/100 Dollars ($_____,000.00) upon the following terms:
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) dated as of October 5, 2007, by and among LIFESCIENCES OPPORTUNITIES, INC., a Florida corporation (the “Company”), and DRTATTOFF, LLC, a California limited liability company (“Dr. Tattoff”).
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks
This Amendment to Management Services Agreement (the “Amendment”) is made and entered into as of August 15, 2007, by and between DRTATTOFF, LLC, a California limited liability company (“Manager”) and William Kirby, D.O., an individual ("'Physician") with reference to the following facts:
ContractWarrant Agreement • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
ContractSecured Convertible Promissory Note • February 11th, 2008 • Lifesciences Opportunities Inc • Blank checks • California
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
