EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2015 • Rosewind CORP • Services-educational services • Colorado
This Employment Agreement (the “Agreement”), is effective as of April 16, 2015 (the “Effective Date”), between Rosewind Corporation, a Colorado corporation headquartered at 373 Inverness Parkway, Suite 200, Englewood, CO 80112 USA, hereinafter referred to as the “Company”, and Joshua R. Disbrow (“Employee”).
Text Omitted and Filed Separately with the Securities and Exchange Commission DISTRIBUTION AND LICENSE AGREEMENTDistribution and License Agreement • April 22nd, 2015 • Rosewind CORP • Services-educational services • New York
Text Omitted and Filed Separately with the Securities and Exchange Commission DISTRIBUTION AGREEMENT DATED AS OF MARCH 1, 2012 BETWEEN AMPIO PHARMACEUTICALS, INC. AND FBM INDUSTRIA FARMACEUTICA, LTDA.Distribution Agreement • April 22nd, 2015 • Rosewind CORP • Services-educational services • New York
DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 1, 2012 (the “Effective Date”), between Ampio Pharmaceuticals, Inc., a Delaware corporation (“Ampio”), and FBM Industria Farmaceutica, Ltda., VP 3D, Qd, 8B, Mod. 9112 CEP 75132-095, Anapolis - GO, Brazil (“Distributor”). Each of Ampio and Distributor are referred to herein as a “Party” or the “Parties.”
AGREEMENT AND PLAN OF MERGERLockup Agreement • April 22nd, 2015 • Rosewind CORP • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 16, 2015 is made by and among James B. Wiegand and Michael B. Wiegand (each, a “Parent Major Stockholder” and collectively, the “Parent Major Stockholders”), Rosewind Corporation, a Colorado corporation (“Parent”), Rosewind Merger Sub V, Inc., a Delaware corporation (“Vyrix Merger Sub”), Vyrix Pharmaceuticals, Inc., a Delaware corporation (“Vyrix”), Rosewind Merger Sub L, Inc., a Delaware corporation (“Luoxis Merger Sub” and, collectively with Vyrix Merger Sub, the “Merger Subs” and each, a “Merger Sub”), and Luoxis Diagnostics, Inc., a Delaware corporation (“Luoxis” and, collectively with Vyrix, the “Companies” and each, a “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 22nd, 2015 • Rosewind CORP • Services-educational services • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [•], 2015, by and between Rosewind Corporation, a Colorado corporation (the “Company”), and (“Indemnitee”).
Ampio Pharmaceuticals, Inc. as subscriber April 16, 2015 ROSEWIND CORPORATION 16200 WCR 18E, LOVELAND, CO 80537 PHONE 970-635-0346 SUBSCRIPTION AGREEMENT FOR COMMON SHARESRosewind CORP • April 22nd, 2015 • Services-educational services • New York
The undersigned hereby subscribes for 57,970,000 shares of common stock, no par value (the “Shares”) of Rosewind Corporation, a corporation organized under the laws of the State of Colorado (the “Company”), for $0.3795 per share (the “Share Price”) and agrees to pay the Consideration (as defined below) for the Shares upon acceptance by the Company of this subscription. The Company shall issue a Certificate for the Shares to the undersigned as fully paid and non-assessable.
