SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of Fuse Science, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to One Million Six Hundred Thousand Dollars ($1,600,000) (the “Maximum Offering Amount”) of shares (the “Shares”) of the Company’s Series B Preferred Stock, par value $0.001 per share, each of which is convertible into shares of common stock $0.001 par value per share (the “Common Stock”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, attached hereto as Exhibit A, (the “Series B Certificate of Designation”) at a purchase price of $0.50 per Share (the “Purchase Price”). For purposes of this Agreement, the term “Securities” shall refer to
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of October 2014 (“Effective Date”), by and between Fuse Science, Inc., a Nevada corporation, and Ezra Green (“Executive”).
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of October 1, 2014, is by and among Fuse Science, Inc., a Nevada corporation (the “Parent”), Spiral Acquisition Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) and Spiral Energy Tech, Inc., a Nevada corporation (the “Company”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests (each, a “Company Security”) of Spiral Energy Tech., Inc., a Nevada corporation (the “Company”). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a partially-owned subsidiary of, Fuse Science, Inc., a publicly traded Nevada company (“Parent”), concurrently with the private placement by Parent of $1,500,000 of Parent’s securities (the “PIPE Securities”, and the transaction, the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
SEPARATION AGREEMENTSeparation Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of the 1st day of October 2014 (the “Effective Date”) by and between, Brian Tuffin (“Tuffin”) and Fuse Science, Inc., a Nevada corporation (the “Company”).
