INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2014 by and between Cardax, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Hawaii
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 7, 2014 by and between Cardax, Inc., a Delaware corporation (the “Company”), and Timothy J. King, an individual (the “Employee”).
JOINT DEVELOPMENT AND SUPPLY AGREEMENTJoint Development and Supply Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places
BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany acting also on behalf of its Affiliates (hereinafter referred to as “BASF”).
EXCLUSIVE INVESTMENT BANKING AGREEMENTExclusive Investment Banking Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
THIS AGREEMENT (the “Agreement”) is entered into as of this 12th day of March 2013 (the “Effective Date”) by and between CARDAX PHARMACEUTICALS, INC. (hereafter the “Client”) and AGINCOURT LTD, with its principal address at 10 South Riverside Plaza, #1800, Chicago, IL 60606 USA (the “Banker”).
CARDAX, INC.Stock Option Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Delaware
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale, Assignment and Assumption Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places
CARDAX PHARMACEUTICALS, INC., a Delaware corporation (the "Assignor"), for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, subject to the terms and provisions of this Bill of Sale, Assignment and Assumption Agreement (this “instrument”) does hereby and with immediate effect grant, assign, sell, convey, transfer and deliver (“Transfer”), unto CARDAX PHARMA, INC., a Delaware corporation, and its successors and assigns (the "Assignee") all of Assignor's right, title and interest in and to all of its assets, properties and rights of the Assignor of every type, character and description, whether real or personal, tangible or intangible, wherever situated in which the Assignor has any right, title or interest on and as of the date hereof, including without limitation all cash funds of the Assignor and all rights to receive cash funds after the date hereof OTHER THAN the assets and rights that are listed on Schedule I, attached hereto (collectively
PLACEMENT AGENT AGREEMENT between CARDAX PHARMA, INC. and PORTFOLIO ADVISORS ALLIANCE, INC. January 3, 2014Placement Agent Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
Cardax Pharma, Inc., a Delaware corporation (the “Company”), hereby confirms its agreements with Portfolio Advisors Alliance, Inc., a California corporation (the “Placement Agent”), as follows:
PORTFOLIO ADVISORS ALLIANCE, INC. New York, New York 10016 Tel.: (212) 812-8900 / (800) 804-2595 Fax: (212) 867-1993Financial Consulting Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
This financial consulting agreement (this “Agreement”) sets forth the terms upon which Cardax Pharma, Inc., a Delaware corporation (and unless the context otherwise requires, from and after the Commencement Date (as hereinafter defined), PubCo, including any of their respective successors thereto, the “Company”), shall engage Portfolio Advisors Alliance, Inc., a California corporation (the “Consultant”), which is a registered broker-dealer and a member of the Financial Industry Regulatory Authority, on a non-exclusive basis and during the Term (as hereinafter defined) to perform services related to financial consulting and public relations matters as more particularly set forth herein. We acknowledge that our non-exclusive right to act as the Company’s financial and public relations advisor is with the consent of Agincourt Ltd. (which consent is evidenced by its signature below) whose prior existing commitment from the Company to serve as the Company’s exclusive financial advisor will
ContractSpin-Off Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
SPIN-OFF AGREEMENT, dated as of February 7, 2014 (this “Agreement”), KOFFEE KORNER, INC., a Delaware corporation (the “Company” or the “Seller”) and NAZNEEN D’SILVA (the “Buyer”).
AGINCOURT, LTD Chicago, Illinois 60606Sub-Agency Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
Pursuant to that certain Exclusive Investment Banking Agreement dated March 12, 2013 and supplemented on May 21, 2013 and as of even date herewith (the "Placement Agency Agreement"), Agincourt, Ltd. (“AGENT”) has been engaged by Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holdings”), and (the "Company"), to act as the Company's lead placement agent in connection with the offering by the Company of shares of common stock (the “Common Stock”) of Koffee Korner, Inc., a Delaware corporation (“PubCo”), and warrants to purchase shares of Common Stock (the “Warrants”) which will be issued and sold contingent upon, and at the closing of, the proposed merger of a wholly owned subsidiary of PubCo with and into Cardax Pharma, Inc. (“Pharma”), a wholly owned subsidiary of the Company resulting in, among other matters, PubCo owning 100% of Pharma and Holdings owning more than 50% of the Common Stock of PubCo. The shares of the Common Stock and the Warrants (collectively, the “Securities”
Agreement for Services as the Executive ChairmanExecutive Chairman Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Hawaii
This agreement (this “Agreement”) is made this 7th day of February, 2014 by and among: (i) Cardax, Inc., a Delaware corporation with its principal offices at 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 that was formerly known as Koffee Korner, Inc. (the “Company”); and (ii) Nicholas Mitsakos (the “Executive Chairman”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 27, 2013 by and among KOFFEE KORNER INC., a Delaware corporation, CARDAX ACQUISITION, INC., a Delaware corporation, CARDAX PHARMACEUTICALS, INC., a Delaware corporation, and...Agreement and Plan of Merger • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
This Amendment, dated as of the 7th day of February, 2014, by and among KOFFEE KORNER INC., a Delaware corporation (“PubCo”), CARDAX ACQUISITION, INC., a Delaware corporation (“PubCo Sub”), CARDAX PHARMACEUTICALS, INC., a Delaware corporation (“Holdings”), and CARDAX PHARMA, INC., a Delaware corporation (“Pharma”), amends that certain AGREEMENT AND PLAN OF MERGER, dated as of NOVEMBER 27, 2013, as amended by the First Amendment thereto dated as of January 10, 2014 (the “Merger Agreement”), by and among PubCo, PubCo Sub, Holdings, and Pharma.
