RECITALSEmployment Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec
RECITALSEscrow Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec
WHEREAS, pursuant to Subscription Agreement, dated the date hereof between SimplaGENE USA, Inc. (the "Company") and the Secured Party (the "Subscription ------------ Agreement"), the Company has agreed to issue to the Secured Party and the ---------...Security Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
Exhibit 10.6 ____________________ SimplaGene USA, Inc. ____________________ This offering consists of $2,500,000 of the Company's 5 Year Convertible Debentures convertible into the Company's Common Stock and Warrants exercisable into the Company's...Subscription Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of July 14, 2006, is made by and between SimplaGene USA, Inc., a Nevada corporation (the "Company"), and Crusader Securities, LLC, a New York limited...Registration Rights Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • New York
Exhibit 4.2 WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A...Warrant Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
FACE AMOUNT $2,500,000 PRICE $2,500,000 DEBENTURE NUMBER July - 2006-101 ISSUANCE DATE July 14, 2006 MATURITY DATE July 14, 2011Debenture Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (this "Agreement") entered into as of July 14, 2006, by and among SimplaGene USA, Inc., a Nevada corporation ("SMPG"), SMPG Merger Co., Inc., a Delaware...Agreement and Plan of Reorganization • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Delaware
PREMISESStock Purchase Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Delaware
Exhibit 10.7 DEBENTURE REGISTRATION RIGHTS AGREEMENT DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 14, 2006, by and between SimplaGene USA, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund,...Debenture Registration Rights Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • Massachusetts
Exhibit 10.10 LEAK-OUT AGREEMENT ------------------ THIS LEAK-OUT AGREEMENT SUPERCEDES ANY AND ALL OTHER AGREEMENTS WHETHER IN WRITING OR ORALLY COMMUNICATED BETWEEN DUTCHESS CAPITAL MANAGEMENT LLC AND ITS PREDECESSORS (THE "COMPANY") AND ___________,...Leak-Out Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec
THIS LEAK-OUT AGREEMENT SUPERCEDES ANY AND ALL OTHER AGREEMENTS WHETHER IN WRITING OR ORALLY COMMUNICATED BETWEEN DUTCHESS CAPITAL MANAGEMENT LLC AND ITS PREDECESSORS (THE "COMPANY") AND ___________, HIS AFFILIATES, OR FAMILY MEMBERS (HEREIN REFERRED TO AS "________").
AGREEMENT ---------Security Agreement • July 19th, 2006 • Simplagene Usa Inc • Services-business services, nec • New Jersey
