NOTENote • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, AVICENA GROUP, INC., having an address of 228 Hamilton Avenue, Third Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay to the order of AVN ACQUISITION CORP., having an address of 497 Delaware Avenue, Buffalo, New York 14202 (the “Lender”), the principal sum of Three Hundred Fifty Thousand and no/100 dollars ($350,000.00) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall be payable on May 31, 2006, or such earlier date as the Borrower shall complete its proposed merger with Lender (“Maturity”). Interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum, payable on December 31, for so long as this Note shall remain outstanding, and at Maturity.
AGREEMENT AND PLAN OF MERGER dated as of October 25, 2005 between AVICENA GROUP, INC. and AVN ACQUISITION CORP.Merger Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of October 25, 2005 (the “Agreement”), between AVICENA GROUP, INC., a Delaware corporation (“Avicena”), and AVN ACQUISITION CORP., a Delaware corporation (“AVN”);
NOTELoan Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, AVICENA GROUP, INC., having an address of 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay to the order of Wael Mohamed el-Bahey Mostafa, having an address of 8 el Sawsan St., el Nada Compound, El Sheikh Zayad, 6th October City, Egypt (the “Lender”), the principal sum of Seventy-Five Thousand Dollars ($75,000) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall become due and payable six months from the date of this Note or such earlier date as the Borrower shall complete its proposed merger with AVN Acquisition Corp. (the “Maturity Date”). Interest on the outstanding principal amount shall not begin to accrue until the Maturity Date. After the Maturity Date, interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum.
ESCROW AGREEMENTEscrow Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Illinois
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2005, by and among Avicena Group, Inc., a Delaware corporation (“Avicena”), AVN Acquisition Corp., a Delaware corporation (“AVN”), and LaSalle Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, with its principal office in Chicago, Illinois (the “Escrow Agent”).
REGUS Business Center Service AgreementService Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products
This Agreement incorporates our terms of business set out on attached Terms of Business which you confirm you have read and understood. We both agree to comply with those terms and our obligations as set out in them. Note that the Agreement does not come to an end automatically. See “Bringing your Agreement to an end.”
NOTELoan Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, AVICENA GROUP, INC., having an address of 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay to the order of Nasser Menhall, having an address of One Cambridge Center, 5/F, Cambridge, MA 02142 (the “Lender”), the principal sum of Fifty Thousand Dollars ($50,000) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall become due and payable six months from the date of this Note or such earlier date as the Borrower shall complete its proposed merger with AVN Acquisition Corp. (the “Maturity Date”). Interest on the outstanding principal amount shall not begin to accrue until the Maturity Date. After the Maturity Date, interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum.
