EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • Ontario
This Employment Agreement (the “Agreement”) is made as of the 8th day of May 2014 by and between Egidio Nascimento, on the one hand (the “Executive”), and Variation Biotechnologies, Inc., a corporation incorporated under the Canada Business Corporation Company (the “Canadian Company”), on the other hand. In this Agreement, the term “Company” shall mean the Canadian Company considered on a consolidated basis with Paulson Capital (Delaware), Corp., a Delaware corporation (the “U.S. Company”).
Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Board of Directors Services Agreement (this “Agreement”), dated May 8, 2014, is entered into between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Steve Gillis, an individual (“Director”).
CREDIT AGREEMENT AND GUARANTY dated as of July 25, 2014 by and between VARIATION BIOTECHNOLOGIES (US), INC., as the Borrower, THE GUARANTORS PARTY HERETO, and PCOF 1, LLC, as the LenderCredit Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
THIS CREDIT AGREEMENT AND GUARANTY dated as of July 25, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the “Borrower”), each Guarantor (as defined below) party hereto and PCOF 1, LLC (together with its Affiliates, successors, transferees and assignees, the “Lender”).
FORM OF PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of [_________ __, 2014] (as amended or otherwise modified from time to time, this “Security Agreement”), is made by and among Variation Biotechnologies (US), Inc., a Delaware corporation (the “Borrower”) and the Guarantors party to the Credit Agreement (defined below); (the Borrower, the Guarantors and any Subsidiary that becomes a party to this Security Agreement are herein referred to as the “Grantors”) (terms used in the preamble and the recitals have the definitions set forth in or incorporated by reference in Article I), in favor of PCOF 1, LLC (together with its successors, transferees or assignees, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”), is made as of the 25th day of July, 2014 (the “Agreement Date”), by and among Paulson Capital (Delaware) Corp., a Delaware corporation (to be renamed VBI Vaccines, Inc. following the Merger, as defined below) (the “Company”), Variation Biotechnologies (US), Inc., a Delaware corporation (“VBI”), and each of the other Persons executing a signature page hereto and further set forth on Schedule 1 hereto (referred to herein, collectively, as the “Purchasers” and, individually, as a “Purchaser”).
First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies
This First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services Agreement (this “Amendment”) is entered into as of the latest date set forth below, between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Steve Gillis, an individual (“Director”). All capitalized terms not otherwise defined herein shall have the meaning set forth for such term in the Agreement (as hereinafter defined).
First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies
This First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services Agreement (this “Amendment”) is entered into as of the latest date set forth below, between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Sam Chawla, an individual (“Director”). All capitalized terms not otherwise defined herein shall have the meaning set forth for such term in the Agreement (as hereinafter defined).
First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies
This First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services Agreement (this “Amendment”) is entered into as of the latest date set forth below, between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Michel DeWilde, an individual (“Director”). All capitalized terms not otherwise defined herein shall have the meaning set forth for such term in the Agreement (as hereinafter defined).
INITIAL TERM NOTEInitial Term Note • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies
FOR VALUE RECEIVED, VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the “Borrower”), promises to pay to PCOF 1, LLC (together with any of its successors, transferees and assignees, the “Lender”) on the Maturity Date (as such date may be accelerated pursuant to the Credit Agreement, defined below) the principal sum of THREE MILLION DOLLARS ($3,000,000.00) or, if less, the aggregate unpaid principal amount of the Initial Loan shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to the Credit Agreement and Guaranty, dated as of the date hereof (as amended or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each Guarantor party thereto and the Lender. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement.
First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies
This First Amendment to Paulson Capital (Delaware) Corp. Board of Directors Services Agreement (this “Amendment”) is entered into as of the latest date set forth below, between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Michael Steinmetz, an individual (“Director”). All capitalized terms not otherwise defined herein shall have the meaning set forth for such term in the Agreement (as hereinafter defined).
Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Board of Directors Services Agreement (this “Agreement”), dated May 8, 2014, is entered into between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Jeff Baxter, an individual (“Director”).
FORM OF DELAYED DRAW NOTEDelayed Draw Note • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies
FOR VALUE RECEIVED, VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the “Borrower”), promises to pay to PCOF 1, LLC (together with any of its successors, transferees and assignees, the “Lender”) on the Maturity Date (as such date may be accelerated pursuant to the Credit Agreement, defined below) the principal sum of [_______] [($_______)] or, if less, the aggregate unpaid principal amount of the Delayed Draw Loan shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to the Credit Agreement and Guaranty, dated as of [_________ __] (as amended or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each Guarantor party thereto and the Lender. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement.
Paulson Capital (Delaware) Corp. Board of Directors Services AgreementBoard of Directors Services Agreement • July 28th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York
This Board of Directors Services Agreement (this “Agreement”), dated May 8, 2014, is entered into between Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), and Sam Chawla, an individual (“Director”).
