REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ________, 2008, among Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANTWarrant Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOURTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS FOURTH AMENDMENT TO THE LICENSE AGREEMENT (the “Amendment”), is entered into as of the 20th day of June 2008 and made effective as of the Signing Date (for purposes of this Amendment, such term shall have the meaning set forth in that certain Master Termination Agreement of even date herewith among the parties hereto (the “Master Termination Agreement”), by and between The Trustees of Columbia University in the City of New York, a New York corporation (“Columbia”), and Omnimmune Corp., a Texas corporation (the “Company”) (together, Columbia and Company shall be referred to as the “Parties”). For purposes of this Amendment, the phrase “License Agreement” shall mean that certain License Agreement entered into by and between the Columbia and Company as of the 1st day of February 2005, as amended March 29, 2005; June 10, 2005 and January 31, 2007; and unless otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in the License Agreement.
OMNIMMUNE CORP. EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of June 2008 by and between Omnimmune Corp., a Texas corporation (“Company”), and Alex Krichevsky, DVM, Ph.D., a resident of the State of Pennsylvania (“Executive”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”), dated as of February 1, 2005, is between ALLEGHENY-SINGER RESEARCH INSTITUTE, a Pennsylvania nonprofit corporation with an address at 320 East North Avenue, Pittsburgh, Pennsylvania 15212 ("ASRI") and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 152, Houston, Texas 77027 (the "Company").
SECOND AMENDMENT TO THE LICENSE AGREEMENT OF FEBRUARY 1, 2005 BETWEEN COLUMBIA AND OMNIMMUNE CORP. June 10, 2005 Harris A. Lichtenstein, Ph.D. President and CEO Omnimmune Corp.License Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
AMENDMENT #1 (FEBRUARY 2005 AMENDED AND RESTATED LICENSE AGREEMENT)License Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
This amendment #1, effective as of the 31st day of January 2007, amends the February 1, 2005 Amended and Restated License Agreement entered into and between ALLEGHENY-SINGER RESEARCH INSTITUTE, a Pennsylvania nonprofit corporation with an address at 320 East North Avenue, Pittsburgh, Pennsylvania 15212 (“ASRI”), and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 352, Houston, Texas 77027 (“Company”) according to the following terms and conditions:
TERMINATION AGREEMENTTermination Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS TERMINATION AGREEMENT (this “Agreement”) is entered into effective as of June 20, 2008 (the “Effective Date”) by and between Allegheny-Singer Research Institute, a Pennsylvania nonprofit corporation (“ASRI”) and Omnimmune Corp., a Texas corporation (the “Company”).
AGREEMENT OF MERGER BY AND BETWEEN ROUGHNECK SUPPLIES, INC. AND OMNIMMUNE HOLDINGS, INC.Merger Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS AGREEMENT OF MERGER approved on August 4, by Roughneck Supplies, Inc., a corporation incorporated under the laws of the State of Nevada by resolution adopted by its Board of Directors and the holders of a majority of the issued and outstanding common stock of Roughneck Supplies, Inc. on said date, and approved on August 5, 2008 by Omnimmune Holdings, Inc., a corporation incorporated under the laws of the State of Delaware, by resolution adopted by its Board of Directors on said date.
Dr. Harris Lichtenstein CEO Omnimmune CorporationGift Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is made as of November l, 2003, among OMNIMMUNE CORP., a Texas corporation (the "Company"), and PHILLIP B. COSTA, JR., an individual (the "Holder").
T H E O H I O STATE UNIVERSITY GIFT AGREEMENT Date: April 18, 2008Gift Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
The undersigned, Ommnimmune Corp., a Texas corporation (Donor), hereby enters into the following commitment to The Ohio State University (University) to contribute funds to The Ohio State University Foundation (Foundation) in the amounts and upon the terms and conditions hereinafter set forth.
Placement Agent WarrantPlacement Agent Warrant • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Texas
THIS EXCLUSIVE LICENSE AGREEMENT (the "Agreement"), is entered into as of the first day of November 2007 (the "Effective Date"), by and among Institut Gustave Roussy, a private cancer research and treatment non-profit making center incorporated in the Republic of France ("IGR"), IGR&D, S.A., a company incorporated in the Republic of France, Creteil (societe anonyme au capital de 200 200 euro, immatriculee au Registre du Commerce et des Societes de Creteil sous le numero B 432 439 776) and whose registered office is 39, rue Camille Desmoulins – 94805 VILLEJUIF Cedex ("IGR&D"), represented by Isabelle Pelletier Bressac, managing director (hereafter "IGR&D"), and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 352, Houston, Texas 77027, U.S.A. (hereinafter "Omnimmune"). IGR&D and Omnimmune may also be hereinafter jointly referred to as the "Parties" and individually referred to as the "Party."
SECOND AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT (the “Amendment”), effective as of the 20th day of June 2008, is entered into by and between Allegheny-Singer Research Institute, a Pennsylvania nonprofit corporation (“ASRI”), and Omnimmune Corp., a Texas corporation (the “Company”)(together, ASRI and Company shall be referred to as the “Parties”). For purposes of this Amendment, the phrase “License Agreement” shall mean that certain Amended and Restated License Agreement entered into by and between the ASRI and Company as of the 1st day of February 2005, as amended January 31, 2007; and unless otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in the License Agreement.
THE OHIO STATE UNIVERSITY RESEARCH FOUNDATION EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Ohio
THIS EXCLUSIVE LICENSE AGREEMENT is made effective as of the 18th day of April 2008 (the "Effective Date"), by and between THE OHIO STATE UNIVERSITY RESEARCH FOUNDATION, located at 1960 Kenny Road, Columbus, Ohio (“OSU”) and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 352, Houston, TX 77027 (“LICENSEE”).
FIRST AMENDMENT TO THE LICENSE AGREEMENT OF FEBRUARY 1, 2005 BETWEEN COLUMBIA AND OMNIMMUNE CORP. March 29, 2005 Harris A. Lichtenstein, Ph.D. President and CEO Omnimmune Corp.License Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
LOCK-UP AGREEMENTLock-Up Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Delaware
Reference is made to those discussions between Omnimmune Corp., a Texas corporation (“Omnimmune”) and Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), relating to a proposed business combination between Omnimmune and the Company and a related private placement financing (the “Transactions”). In connection with the Transactions, the Company and Omnimmune contemplate entering into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which Omnimmune’s equity holders shall receive common stock (the “Common Stock”) and Common Stock equivalents of the Company in consideration for equity of Omnimmune held by them at the effective time of the merger. In consideration of the Company and Omnimmune entering into the Transactions, the undersigned hereby agrees as follows:
TAG-ALONG RIGHTS AGREEMENTTag-Along Rights Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • Texas
This Tag-Along Rights Agreement (this "Agreement") is entered into effective as of November l, 2003, by and among Harris A. Lichtenstein ("Lichtenstein "), Alexander Krichevsky ("Krichevsky", and with Lichtenstein, the "Majority Holders"), and the shareholders and derivative holders of Omnimmune Corp., a Texas corporation (the "Company") listed on Exhibit A attached hereto (the "Minority Holders," and with the Majority Holders, the "Holders"),
OMNIMMUNE CORP. Executive Stock Option AgreementExecutive Stock Option Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
Omnimmune Corp., a Texas corporation (the “Company”), hereby grants to the undersigned optionee (“Optionee”) a non-qualified option (this “Option”) to purchase the total number of shares of common stock of the Company shown below (“Shares”) at the exercise price per Share set forth below (the “Exercise Price”), subject to all of the terms and conditions set forth in this Agreement (the “Agreement”). The term “Company” means and includes the Company as well as any successor entity resulting from the merger or consolidation of the Company with another entity.
LICENSE AGREEMENTLicense Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • New York
AGREEMENT, dated as of February 1, 2005 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation located at 116th Street and Broadway, New York, New York 10027 (“Columbia”), and OMNIMMUNE CORP., a Texas corporation located at 4600 Post Oak Place, Suite 152, Houston, Texas 77027 (“Company”). The parties therefore agree as follows:
MASTER TERMINATION AGREEMENTMaster Termination Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses • New York
THIS MASTER TERMINATION AGREEMENT (this “Agreement”) is entered into effective as of June 20, 2008 (the “Signing Date”) by and between The Trustees of Columbia University in the City of New York, a New York corporation (“Columbia”) and Omnimmune Corp., a Texas corporation (the “Company”).
AMENDMENT #3 (FEBRUARY 2005 LICENSE AGREEMENT)License Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
This amendment #3, effective as of the 31st day of January 2007 (“Third Amendment Effective Date”), amends the February 1, 2005 License Agreement entered into and between The Trustees of Columbia University in the City of New York, a New York corporation located at 116th street and Broadway, New York, New York, 10027 (“Columbia”), and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 352, Houston, Texas 77027 (“Company”), as amended on March 29, 2005 and June 10, 2005 (collectively, the “Agreement”) according to the following terms and conditions:
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2008 • Roughneck Supplies Inc. • Retail-catalog & mail-order houses
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the date indicated below (the “Effective Date”) between OMNIMMUNE CORP., a Texas corporation (“Omnimmune”), and Mark Germain, a resident of the State of New York (“Consultant”). Omnimmune and Consultant are sometimes collectively referred to in this Agreement as the “Parties.”
