ContractWarrant Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
OPTICAL MOLECULAR IMAGING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made as of the day of , 200_ by and between Optical Molecular Imaging, Inc., a Delaware corporation (the “Company”), and (“Optionee”).
LICENSE AGREEMENT Carnegie Mellon University — Spectral Molecular Imaging, Inc.License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California
This Agreement (hereinafter “this Agreement”) entered into as of this 29th day of September, 2005 (the “Effective Date”) by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania (“CMU”) and Spectral Molecular Imaging, Inc., a Nevada corporation with an address at 8591 Skyline Drive, Los Angeles, California 90046, including its Controlled Subsidiaries (hereinafter collectively referred to as “LICENSEE”).
ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California
This ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”) is dated as of November 1, 2004, and is between CHROMODYNAMICS, INC., a Pennsylvania corporation (“CDI”), SPECTRAL MOLECULAR TECHNOLOGIES, INC., a Nevada corporation (“Spectral”), and Daniel L. Farkas, Miriam Farkas, Elliott Wachman and Jill Wachman (these four individuals, collectively, the “Inventors”).
AMENDMENT NUMBER 1 TO LICENSE AGREEMENT Carnegie Mellon University – Spectral Molecular Imaging, Inc.License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks
This Amendment Number 1 to the License Agreement (hereinafter “this Amendment”) has an effective date of November 9, 2005 and is entered into by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, Pennsylvania (“CARNEGIE MELLON”) and Spectral Molecular Imaging, Inc. a Nevada corporation, having an address at 8591 Skyline Drive, Los Angeles, California 90046 USA (“LICENSEE”).
AMENDMENT NO. 2 TO ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks
This Amendment No. 2 to Assignment and License Agreement (this “Agreement”) is dated as of October 20, 2005 and is made by and among ChromoDynamics, Inc., a Pennsylvania corporation (“CDI”), Spectral Molecular Imaging, Inc., a Nevada corporation formerly named Spectral Molecular Technologies, Inc. (“Spectral”), and Daniel L. Farkas, Miriam Farkas, Elliot Wachman and Jill Wachman (these four individuals, collectively, the “Inventors”).
SUBSCRIPTION AGREEMENT SPECTRAL MOLECULAR IMAGING, INC.Subscription Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California
This Subscription Agreement (this “Subscription Agreement”) is made by and between Spectral Molecular Imaging, Inc., a Nevada corporation (the “Company”), and the undersigned prospective purchaser (the “Investor”) who is subscribing hereby for units (“Units”). Each Unit consists of one share of the Company’s common stock, $0.001 par value (sometimes referred to herein as the “Common Stock” and sometimes, the “Shares”) and one Common Stock purchase warrant (a “Warrant”). The Investor has received that certain Offering Memorandum of the Company, dated July 5, 2005 and all exhibits and any supplements referred to therein (the “Memorandum”). Each Warrant is exercisable for one share of Common Stock at two dollars and fifty cents ($2.50) per share for a period of three years. The Units are offered and sold in multiples of 20,000 Units for $1.00 per Unit. All information contained in this Subscription Agreement is after taking into effect a pending stock split of the Common Stock described i
AMENDMENT NO. 1 TO ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks
This Amendment No. 1 to Assignment and License Agreement (this “Agreement”) is dated as of November 2, 2004 and is made by and among Chromodynamics, Inc., a Pennsylvania corporation (“CDI”), Spectral Molecular Imaging, Inc., a Nevada corporation formerly named Spectral Molecular Technologies, Inc. (“Spectral”), and Daniel L. Farkas, Miriam Farkas, Elliot Wachman and Jill Wachman (these four individuals, collectively, the “Inventors”).
AGREEMENTEmployment Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California
THIS AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of April 2005 (the “Effective Date”), by and between Spectral Molecular Imaging, Inc., a Nevada corporation (“Spectral”), and Daniel L. Farkas, Ph.D. (“Dr. Farkas”).
AGREEMENTEmployment Agreement • February 6th, 2006 • Optical Molecular Imaging, Inc • Blank checks • California
THIS AGREEMENT (this “Agreement”) is made and entered into this 22nd day of April 2005 (the “Effective Date”), by and between Spectral Molecular Imaging, Inc., a Nevada corporation (“Spectral”), and David Wohlberg (the “Employee”).
