AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • Delaware
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks
This Amendment No. 1 dated July 18, 2014 (this “Amendment”) is to the Asset Purchase Agreement, dated as of June 30, 2014, entered into by and among Stryker Corporation, a Michigan corporation (“Stryker”), Stryker Biotech L.L.C., a Michigan limited liability company (“Seller”), and Mariel Therapeutics, Inc., a Delaware corporation (“Purchaser”) (the “Asset Purchase Agreement”). Seller, Stryker and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.” All terms used, but not defined, herein shall have the respective meanings set forth in the Asset Purchase Agreement.
OFFICE SHARING AGREEMENTOffice Sharing Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • California
This Independent Contractor’s Agreement (this “Agreement”), is entered into as of November 1, 2015 (the “Effective Date”), by and between Merriman Capital, Inc., a California corporation (“Merriman”), and Mariel Advisors, LLC, a New York based company (“Mariel Advisors”).
INDEMNITY AGREEMENTIndemnity Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of January 31, 2016 by and between Peter Norman, an individual (the "Indemnitor"), American Home Alliance Corporation, a Delaware corporation (“AHLL”), and Ember Therapeutics, Inc., a Delaware corporation (“Ember”) (AHLL and Ember are, collectively, the "Indemnitees").
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into this day of May 14th, 2014, (the “Effective Date”) by and between Mariel Therapeutics, Inc., a Delaware corporation duly organized under law and having an usual place of business at 135 East 57th, 24th Floor, New York, NY 10022 (hereinafter referred to as the "Company") and Joseph Hernandez (hereinafter referred to as the "Consultant") residing at 302 West 12th Street Unit 5G New York, NY 10014.
January 13, 2016Ember Therapeutics, Inc. - Ny • February 3rd, 2016 • Blank checks
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 11, 2015 by and among Mariel Therapeutics, Inc., a Delaware corporation (the “Buyer”), Ember Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub”), and Ember Therapeutics, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
This Amendment No. 2 dated August 4, 2014 (this “Amendment”) is to the Asset Purchase Agreement, dated as of June 30, 2014, entered into by and among Stryker Corporation, a Michigan corporation (“Stryker”), Stryker Biotech L.L.C., a Michigan limited liability company (“Seller”), and Mariel Therapeutics, Inc., a Delaware corporation (“Purchaser”) (the “Asset Purchase Agreement”). Seller, Stryker and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.” All terms used, but not defined, herein shall have the respective meanings set forth in the Asset Purchase Agreement.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
MARIEL THERAPEUTICS, INC., a Delaware corporation ("Mariel") who along with Ember are collectively referred to as the "Debtor")
LOAN AGREEMENT Dated as of August 3, 2015 between KNIGHT THERAPEUTICS INC. as Lender - and - EMBER THERAPEUTICS, INC. as BorrowerLoan Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
THIS LOAN AGREEMENT is made with effect as of the 3rd day of August, 2015, by and between EMBER THERAPEUTICS, INC., a company incorporated under the laws of Delaware (the "Borrower") and KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada, and one or more Persons to whom the foregoing or their permitted assigns may from time to time assign an interest in the Loan Documents (as defined below) (collectively, the "Lender").
GUARANTYGuaranty • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
In consideration of Knight Therapeutics Inc. (the "Lender") lending to Ember Therapeutics, Inc. ("Ember") , the amount of $1,000,000 pursuant to a loan agreement, dated as of August 3, 2015, (as amended, restated or supplemented from time to time, the "Loan Agreement");
CONVERSION AND REGISTRATION RIGHTS AGREEMENTConversion and Registration Rights Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • Delaware
This Conversion and Registration Rights Agreement (this “Agreement”) is entered into effective January 31, 2016 by and between American Home Alliance Corporation, a Delaware corporation (“AHLL”) and Peter Norman (“Norman”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of June 30, 2014 (the “Effective Date”), by and among Stryker Corporation, a Michigan corporation (“Stryker”), Stryker Biotech L.L.C., a Michigan limited liability company (“Seller”), and Mariel Therapeutics, Inc., a Delaware corporation (“Purchaser”). Seller, Stryker and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
Unaudited Pro Forma Condensed Financial StatementsForma Condensed Financial Statements • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks
On January 29, 2016, American Home Alliance Corp. (“Alliance”) entered into a Share Exchange and Conversion Agreement (the “Exchange Agreement”) by and among Alliance and a holder of a majority of Alliance’s issued and outstanding capital stock (the “Majority Shareholder”) and Ember Therapeutics, Inc., a Delaware corporation (“Ember”) and the shareholders of Ember (“Ember Stockholders”).
DISTRIBUTION, LICENSE AND SUPPLY AGREEMENTDistribution, License and Supply Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
THIS AGREEMENT, effective August 3 2015, by and between EMBER THERAPEUTICS, INC., a company incorporated under the laws of State of Delaware ("Ember") and KNIGHT THERAPEUTICS INC., a public limited liability company incorporated under the laws of Canada ("Knight").
LICENSE AGREEMENTLicense Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • Massachusetts
This License Agreement (“Agreement”) is entered into as of this 21st day of March, 2012 (the “Effective Date”), by and between Ember Therapeutics, Inc., having a place of business at 855 Boylston Street, 11th Floor, Boston, MA 02116 (“Licensee”), and Joslin Diabetes Center, having a place of business at One Joslin Place, Boston, Massachusetts 02215 (“Joslin”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • February 3rd, 2016 • Ember Therapeutics, Inc. - Ny • Blank checks • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of August 3, 2015 (as amended, restated or supplemented from time to time, this "Agreement")
