EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Arizona
THIS AGREEMENT is by and between SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and Joseph Hines (the “Executive”) and is effective as of October 1, 2008 (the “Effective Date”).
SPHERIC TECHNOLOGIES, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Nevada
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
SPHERIC TECHNOLOGIES, INC. Minimum of 1,000,000 shares of common stock and Maximum of 1,333,334 shares of common stock UNDERWRITING AGREEMENT October __, 2008Underwriting Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Florida
SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I to this Agreement (the “Underwriters”) on a best efforts basis a minimum of 1,000,000 shares of the Company’s common stock $0.001 par value per share (the “Common Stock”) and a maximum of 1,333,334 shares of the Company’s Common Stock for whom Midtown Partners & Co., LLC is acting as the representative (the “Representative”). The Shares being offered are hereinafter referred to as (the “Shares”). The Shares are more fully described in the Registration Statement and Prospectus referred to below. The Company confirms its agreement with the Representative and the other several Underwriters as follows:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • October 15th, 2008 • Spheric Technologies, Inc. • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this day of 2008, by and among SPHERIC TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having an address at 4708 East Van Buren Street, Phoenix, Arizona 85008, MIDTOWN PARTNERS & CO. LLC, a Florida limited liability company (“Underwriter”), having an address at 4218 West Linebaugh Avenue, Tampa, Florida 33624, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated September , 2008, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Prospectus”).
CONSULTING AGREEMENTConsulting Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Arizona
AGREEMENT (the “Agreement”) is made and entered to be effective February 1, 2008 by and between Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Steven Scott (the “Consultant”). This Agreement supersedes and terminates any other agreement the Company has or had with Consultant.
LOCK-UP AGREEMENTLock-Up Agreement • October 15th, 2008 • Spheric Technologies, Inc.
LEASE AGREEMENTLease Agreement • October 15th, 2008 • Spheric Technologies, Inc.
This Lease Agreement is hereby executed by JH Realty LLC of Scottsdale, Arizona, hereinafter referred to as “Lessor” and Spheric Technology, Inc., an Arizona corporation, hereinafter referred to as “Lessee.”
LICENSE AGREEMENTLicense Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Pennsylvania
This License Agreement, effective upon the date of last signature herein (the “EFFECTIVE DATE”), by and between The Penn State Research Foundation (hereinafter referred to as “PSRF”), a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and having an office at 304 Old Main, University Park, PA 16802, and Spheric Technologies, Inc., a corporation organized under the laws of the State of Arizona (hereinafter referred to as “LICENSEE”), having its principal office at 4708 East Van Buren Street, Phoenix, AZ 85008.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 15th, 2008 • Spheric Technologies, Inc.
This Independent Contractor Agreement (the “Agreement”) is effective as of January 1, 2005 by and between Spheric Technologies, Inc. (“Company”) and Desert Valley Consulting Group, Inc. (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.
AGREEMENTJoint and Mutual Release • October 15th, 2008 • Spheric Technologies, Inc. • Arizona
This Joint and Mutual Release (the “Release”) is entered into this 17th day of August, 2006, by and among Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Gary Waldeck.
CONSULTING AGREEMENTConsulting Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Arizona
AGREEMENT (the “Agreement”) is made and entered to be effective August 15, 2008 by and between Spheric Technologies, Inc., an Nevada corporation (the “Company”), and Red Rock Advisors, LLC, whose principle employee is Gregg A. Linn (the “Consultant”). This Agreement supersedes and terminates any other agreement the Company has or had with Consultant.
AMENDMENT TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant Amendment • October 15th, 2008 • Spheric Technologies, Inc.
This Amendment (the “Amendment”) is effective as of August 24, 2006, by and among (the “Holder”) and Spheric Technologies, Inc., an Arizona corporation (the “Company”). All capitalized terms in this Amendment shall have the same meanings as such terms have in the Common Stock Purchase Warrant (the “Warrant”), dated , 200 , issued by the Company to the Holder.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 15th, 2008 • Spheric Technologies, Inc.
This Independent Contractor Agreement (the “Agreement”) is effective as of August 25, 2006 by and between Spheric Technologies, Inc. (“Company”) and Kuruvilla Cherian (“Contractor”), pursuant to which Contractor will provide technical and scientific services to Company on a contract basis.
SPHERIC TECHNOLOGIES, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Nevada
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
SALES AGENCY AGREEMENTSales Agency Agreement • October 15th, 2008 • Spheric Technologies, Inc.
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 15th, 2008 • Spheric Technologies, Inc.
This Independent Contractor Agreement (the “Agreement”) is effective as of January 1, 2005 by and between Spheric Technologies, Inc. (“Company”) and Janice L. Backus (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.
AGREEMENTJoint and Mutual Release • October 15th, 2008 • Spheric Technologies, Inc. • Arizona
This Joint and Mutual Release (the “Release”) is entered into this 18 day of August, 2006, by and among Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Richard Schuff.
ADDENDUM TO LEASELease Agreement • October 15th, 2008 • Spheric Technologies, Inc.
Pursuant to Clause 1 of the Lease Agreement between JH Realty LLC, the “Lessor”, and Spheric Technologies, Inc., the “Lessee” where such Clause state:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2008 • Spheric Technologies, Inc. • Arizona
This Stock Purchase Agreement (the “Agreement”), dated April 20, 2006, is entered into by and between Joseph Hines (referred to as the “Purchaser”), and Avion Romuald, S.A. (the “Seller”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 15th, 2008 • Spheric Technologies, Inc.
This Independent Contractor Agreement (the “Agreement”) is effective as of January 1, 2005 by and between Spheric Technologies, Inc. (“Company”) and Michael Kirksey (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.
