INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
AGREEMENT, effective as of June 1, 2009, between Arrayit Diagnostics, Inc., a Nevada corporation (the “Company”), and John Howell (“Indemnitee”).
ContractOption Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc.
THIS OPTION AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES FILED UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF THAT SUCH REGISTRATION IS NOT REQUIRED.
STEVEN SCOTT ADVISORY AGREEMENT ADVISORY AGREEMENTAdvisory Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
THIS ADVISORY AGREEMENT ("Agreement") is made and entered into effective as of January 18, 2012, (the "effective Date”) by and between Arrayit Diagnostics. Inc., a Nevada corporation, (the "Company"), whose address is 1950 Cinnamon Teal Dr, Redmond, Oregon 97756, on its own behalf on the one hand and Steven Scott on the other hand, an Arizona resident, (the "Advisor"), whose address is 11364 E. Appaloosa Place, Scottsdale, AZ 85259.
PLAN AND AGREEMENT OF MERGER MERGING ARRAYIT DIAGNOSTICS (OVARIAN),INC. INTO ARRAYIT DIAGNOSTICS, INC. *****Merger Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc.
THIS PLAN AND AGREEMENT OF MERGER is entered into as of the 23rd day of May 2011 by and between Arrayit Diagnostics (Ovarian), Inc., a Nevada corporation ("Ovarian") and Arrayit Diagnostics, Inc., a Nevada corporation for the purpose of merging Ovarian with and into Diagnostics.
JOHN HOWELL EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
This Employment Agreement (the "Agreement") is made and entered into as of August 15, 2009 by and between Arrayit Diagnostics, Inc., a Nevada corporation (the "Company"), and John Howell ("Executive").
Advisory AgreementAdvisory Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
This Advisory Agreement (“Agreement”) is made and entered into effective as of January 18, 2012, (the “Effective Date”) by and between Arrayit Diagnostics, Inc., a Nevada corporation, (the “Company”), whose address is 1950 Cinnamon Teal Dr, Redmond, Oregon 97756, on its own behalf on the one hand and Dr. Eric Zuckerman on the other hand, a Michigan resident, (the “Advisor”), whose address is 20210 Farmington Road, Livonia, MI 48152.
ISSUER CAPITAL ADVISORS, LLC AGREEMENT Investment advisory AgreementInvestment Advisory Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
TH!S INVESTMENT ADVISORY AGREEMENT ("Agreement") is made and entered into effective as of January 18, 2012, (the "Effective Date") by and between Arrayit Diagnostics, Inc., a Nevada corporation, (the "Company"), whose address is 1950 Cinnamon Teal Dr, Redmond, Oregon 97756, on its own behalf on the one hand and Issuers Capital Advisors, LLC on the other hand, an Arizona limited liability company, (the "Advisor"), whose address is 10994 E. Beck Lane, Scottsdale, AZ 85255.
ContractWarrant Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES FILED UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF DISTRIBUTIONDistribution Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Nevada
THIS AGREEMENT AND PLAN OF DISTRIBUTION (the "Distribution Agreement") dated as of December 12,2011 by and between Arrayit Corporation, a Nevada corporation ("Parent") and Arrayit Diagnostics, Inc., a Nevada corporation ("Diagnostics").
ROYALTY PURCHASE AGREEMENTRoyalty Purchase Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
THIS AGREEMENT is made and entered into this first day of March, 2012 by and between Recap Marketing and Consulting, LLP, 12000 Westheimer Suite 340, Houston, Texas 77077, (“Seller”) and Arrayit Diagnostics, Inc. Nevada corporation (“Purchaser”).
EXCLUSIVE SERVICES AGREEMENTExclusive Services Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Nevada
This EXCLUSIVE SERVICES AGREEMENT (the "Agreement"), effective September 10,2009 (the "Effective Date"), is entered into by and among Arrayit Corporation, 524 East Weddell Drive, Sunnyvale, California 94089 ("Arrayit"), on the one hand, and Arrayit Diagnostics, Inc., a Nevada corporation having its principal office at 12000 Westheimer Road Suite 340, Houston, Texas 77077-6531 ("Arrayit Diagnostics"), on behalf of itself, its majority owned subsidiary, Arrayit Diagnostics (Ovarian), Inc. ("Arrayit Ovarian") as well as majority owned subsidiaries to be formed in the future, on the other hand (the "Agreement"). Each of Arrayit, Arrayit Diagnostics and future majority owned subsidiaries, are referred to herein individually as a "Party" and collectively as the "Parties".
TRANSFER AGENT AGREEMENTTransfer Agent Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc.
THIS AGREEMENT MADE ON THIS 30th DAY OF JANUARY 2012 BY AND BETWEEN CLEARTRUST, LLC, a Limited Liability Company registered in the State of Florida and having its Registered Office at 16540 Pointe Village Drive, Suite 201, Lutz, Florida 33558 (hereinafter referred to as "Transfer Agent") and
ROYALTY CONVERSION AGREEMENTRoyalty Conversion Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
THIS ROYALTY CONVERSION AGREEMENT (this “Agreement”), dated as of March 5, 2012, by and among Arrayit Corporation, a Nevada corporation, (“Arrayit”), Ovarian Cancer Testing, LLP, a Nevada limited liability limited partnership (the “Partnership”) and Arrayit Diagnostics, a Nevada corporation, (the “Company”) and the partners listed on Schedule I attached hereto (individually, a “Royalty holder” or collectively “Royalty holders”). Arrayit, Ovarian, the Partnership, the Company and the Royal holders and individually referred to as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of February 1, 2012 by and between Arrayit Diagnostics, Inc., a Nevada corporation (the “Company”), and John Howell (“Executive”). This agreement shall replace the existing employment agreement between the parties that was entered into on August 15, 2009.
RECAP MARKETING AND CONSULTING, LLP—INVESTMENT ADVISORY AGREEMENT Investment Advisory agreementInvestment Advisory Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
THIS INVESTMENT ADVISORY AGREEMENT ("Agreement") is made and entered into effective as of August 11, 2009, (the "Effective Date") by and between Arrayit Diagnostics, Inc., a Nevada corporation, (the "Company"), whose address is 524 East Weddell Drive, Sunnyvale, California 94089, on its own behalf and on behalf of the Company's subsidiary, Arrayit Diagnostics (Ovarian), Inc., a Nevada corporation, as well as any subsidiary acquired or created in the future (the "Subsidiaries") on the one hand and Recap Marketing and Consulting, LLP on the other hand, a Texas limited liability company, (the "Advisor"), whose address is 12000 Westheimer Road, Ste 340, Houston, TX 77077-6531.
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Texas
This Agreement is entered as of July 18th, 2009, between Arrayit Diagnostics, Inc., a Nevada corporation (“Company”), and Arrayit Corporation, a Nevada corporation (“Developer”).
WAYNE STATE UNIVERSITY-SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • November 13th, 2012 • Arrayit Diagnostics, Inc. • Michigan
This Agreement is entered into on this seventh day of December, 2009 (the "Effective Date") by and between Arrayit Diagnostics, Inc., whose principal place of business is located at 12000 Westheimer Road, Suite 340 Houston, TX 77077 (hereinafter referred to as "SPONSOR"), and Wayne State University, whose business address is 5057 Woodward, Suite 13201, Detroit, MI 48202 (hereinafter referred to as "WSU").
