SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANYSimulations Plus Inc • May 27th, 1997 • Services-computer integrated systems design • California
R E C I T A L SLock-Up Agreement • May 27th, 1997 • Simulations Plus Inc • Services-computer integrated systems design • California
1,818,182 Shares SIMULATIONS PLUS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2020 • Simulations Plus Inc • Services-computer integrated systems design • New York
ADDENDUM THIS ADDENDUM TO LEASE AGREEMENT is made this first day of 29th day of May 2003, and entered into by and between J & Lowtree Investors, LLC. ("Landlord") and Simulations Plus, Inc. ("Tenant").Lease Agreement • November 26th, 2003 • Simulations Plus Inc • Services-computer integrated systems design
EXHIBIT 10.38 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made as of this 1st day of September, 2002, by and between Simulations Plus, Inc., a California corporation (the "Company") and Walter S. Woltosz,...Employment Agreement • November 15th, 2002 • Simulations Plus Inc • Services-computer integrated systems design • California
EXHIBIT 10.44 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made as of this 27th day of August, 2007, by and between Simulations Plus, Inc., a California corporation (the "Company") and Walter S. Woltosz, an...Employment Agreement • November 26th, 2007 • Simulations Plus Inc • Services-computer integrated systems design • California
EXHIBIT 10.41 TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the "Agreement") is made as of the 19th day of December, 2003 is by and between Sam Communications, LLC, a Nevada limited liability company ("Seller"), with its principal...Technology Transfer Agreement • December 29th, 2003 • Simulations Plus Inc • Services-computer integrated systems design • California
EXHIBIT 10.42 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 9th day of August, 2005, by and between Simulations Plus, Inc., a California corporation (the "Company") and Walter S. Woltosz, an individual (the...Employment Agreement • December 9th, 2005 • Simulations Plus Inc • Services-computer integrated systems design • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2023 • Simulations Plus, Inc. • Services-computer integrated systems design
This Amended and Restated Employment Agreement (the “Agreement”) is effective as of September 1, 2023 (the “Effective Date”), by Simulations Plus, Inc., a California corporation (the “Company”), and Shawn O’Connor, an individual (the “Employee”) with reference to the following facts:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2016 • Simulations Plus Inc • Services-computer integrated systems design • California
This Indemnification Agreement (“Agreement”) is made as of this ____ day of ____________________ 2016, by and between Simulations Plus, Inc., a California corporation (the “Company”), and ___________________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2017 • Simulations Plus Inc • Services-computer integrated systems design • California
This Employment Agreement (the “Agreement”) is made as of this 1st day of September, 2017, by and between Simulations Plus, Inc., a California corporation (the “Company”) and Walter S. Woltosz, an individual (the “Employee”) with reference to the following facts:
CREDIT AGREEMENTCredit Agreement • April 3rd, 2020 • Simulations Plus Inc • Services-computer integrated systems design • California
THIS CREDIT AGREEMENT (this "Agreement") dated March 31, 2020, is by and between SIMULATIONS PLUS, INC., a California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
WITNESSETH:Oem/Remarketing Agreement • December 14th, 2000 • Simulations Plus Inc • Services-computer integrated systems design • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2009 • Simulations Plus Inc • Services-computer integrated systems design • California
This Employment Agreement (the "Agreement") is made as of this 28th day of August, 2009, by and between Simulations Plus, Inc., a California corporation (the "Company") and Walter S. Woltosz, an individual (the "Employee") with reference to the following facts:
Simulations Plus, Inc.2007 Stock Option Plan • April 9th, 2014 • Simulations Plus Inc • Services-computer integrated systems design • California
The purpose of this Simulations Plus, Inc. 2007 Stock Option Plan is to promote the interests of Simulations Plus, Inc. and its shareholders by: (i) attracting and retaining exceptional Directors, Employees and Consultants (including prospective Directors, Employees and Consultants) of the Corporation, and (ii) enabling such individuals to participate in the long-term growth and financial success of the Corporation.
FIRST SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSFirst Separation Agreement • April 14th, 2021 • Simulations Plus, Inc. • Services-computer integrated systems design • California
THIS FIRST SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (hereinafter "First Agreement") is entered into by and between John Kneisel (hereinafter "Mr. Kneisel") and Simulations Plus, Inc. (hereinafter "Employer") (Mr. Kneisel and Employer hereinafter collectively referred to as "the Parties").
By and between Jérôme Kalifa Marc Lavielle Pablo Lavielle Oriana Lavielle Kaelig Chatel Jean-François Si Abdallah Jonathan Chauvin Géraldine Ayral as Transferors and Simulations Plus Inc. as Purchaser SHARE PURCHASE AND CONTRIBUTION AGREEMENT RELATING...Share Purchase and Contribution Agreement • April 2nd, 2020 • Simulations Plus Inc • Services-computer integrated systems design • California
Jérôme Kalifa, Marc Lavielle, Oriana Lavielle, Pablo Lavielle, Kaelig Chatel, Jean-François Si Abdallah, Jonathan Chauvin and Géraldine Ayral acting jointly but not jointly and severally (agissant conjointement mais non conjointement et solidairement) except as specifically indicated otherwise under the Agreement, are together referred to as the "Transferors", and individually as a "Transferor";
One AMENDMENT TO LEASELease • July 10th, 2013 • Simulations Plus Inc • Services-computer integrated systems design
WHEREAS, on or about 9/12/05 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 42505 10th Street West Lancaster, CA 93534 (the "Premises"), and
Third AMENDMENT TO LEASELease • January 4th, 2021 • Simulations Plus Inc • Services-computer integrated systems design
WHEREAS, on or about 9/12/05 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 42505 10th Street West Lancaster, CA 93534 (the “Premises”), and
iv - INDEX OF EXHIBITS Annex Description Annex A Certain Defined Terms Exhibit Description Exhibit A Form of Certificate of Merger Exhibit B Form of Key Employee Employment Agreements Exhibit C Form of Exchange Documents Exhibit D Form of Joinder...Agreement and Plan of Merger • June 20th, 2023 • Simulations Plus, Inc. • Services-computer integrated systems design • Delaware
Two AMENDMENT TO LEASESimulations Plus Inc • November 14th, 2016 • Services-computer integrated systems design
WHEREAS, on or about 9/12/05 a Lease was entered into by and between Lessor and Lessee relating to certain real property commonly known as: 42505 10th Street West Lancaster, CA 93534 (the “Premises”), and
STOCK PURCHASE AGREEMENT by and among SIMULATIONS PLUS, INC., DILISYM SERVICES, INC., THE SHAREHOLDERS’ REPRESENTATIVE and THE SHAREHOLDERS OF DILISYM SERVICES, INC.Stock Purchase Agreement • July 10th, 2017 • Simulations Plus Inc • Services-computer integrated systems design • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2017, is entered into by and among DILISYM SERVICES, INC., a North Carolina corporation (the “Company”), SIMULATIONS PLUS, INC., a California corporation (“Purchaser”), the shareholders of the Company listed on the signature pages hereto (the “Shareholders”), and Brett A. Howell (“Shareholders’ Representative”).
1 EXHIBIT 10.27 STANDARD OFFICE LEASE-NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Lease Provisions ("Basic Lease Provisions") 1.1 Parties: This Lease, dated, for reference purposes only, May 14, 1998 Is made by and between Martin...Office Lease • December 15th, 1998 • Simulations Plus Inc • Services-computer integrated systems design
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 16th, 2011 • Simulations Plus Inc • Services-computer integrated systems design • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2011 (the “Execution Date”), by and among Prentke Romich Company, an Ohio corporation (“Purchaser”), Words+, Inc., a California corporation (“Words+”), and Simulations Plus, Inc., a California corporation (“Sim Plus”). Purchaser, Words+, and Sim Plus are sometimes referred to collectively herein as the “Parties” and, individually, as a “Party”.
AGREEMENT AND PLAN OF MERGER by and among SIMULATIONS PLUS, INC., COGNIGEN ACQUISITION, INC., COGNIGEN CORPORATION, THE SHAREHOLDERS’ REPRESENTATIVE and THE COMPANY SHAREHOLDERS OF COGNIGEN CORPORATIONAgreement and Plan of Merger • November 18th, 2014 • Simulations Plus Inc • Services-computer integrated systems design • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2014, is entered into by and among COGNIGEN CORPORATION, a New York corporation (the “Company”), SIMULATIONS PLUS, INC., a California corporation (“Parent”), COGNIGEN ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), the shareholders of the Company listed on the signature pages hereto (the “Shareholders”), and Thaddeus H. Grasela, Jr. (“Shareholders’ Representative”).
ABSORPTION SYSTEMS LICENSE AGREEMENT THIS AGREEMENT ("Agreement") is made as of July 26, 1999 ("Effective Date") by and between: ABSORPTION SYSTEMS LP ("ASLP"), a Pennsylvania limited partnership, with its principal office at Oaklands Corporate...Absorption Systems • December 14th, 1999 • Simulations Plus Inc • Services-computer integrated systems design • Pennsylvania
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2014 • Simulations Plus Inc • Services-computer integrated systems design • California
This Employment Agreement (the “Agreement”) is made as of this 2nd day of September, 2014 (the “Effective Date”), by and between Simulations Plus, Inc., a California corporation (the “Company”), its wholly-owned subsidiary Cognigen Acquisition, Inc., a Delaware corporation (“Cognigen”) (the Company and Cognigen are sometimes collectively referred to herein as the “Companies”), and Thaddeus H. Grasela, Jr., an individual (the “Employee”) with reference to the following facts:
1 EXHIBIT 10.20 LOCK-UP AGREEMENT FOR SHAREHOLDERS This Lock-Up Agreement ("Agreement") is effective as of _____________, 1997 by and between Simulations Plus, Inc., a California corporation (the "Company"), __________ a shareholder of the Company...Lock-Up Agreement for Shareholders • May 27th, 1997 • Simulations Plus Inc • Services-computer integrated systems design • California
2- resident of the State of New Jersey and no other jurisdication has the right to impose taxes either on Employee or on Company with respect to amounts payable to Employee by Company pursuant to this Agreement. 2. Employment and Duties. The Company...Employment Agreement • June 20th, 2023 • Simulations Plus, Inc. • Services-computer integrated systems design
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • March 1st, 2010 • Simulations Plus Inc • Services-computer integrated systems design • California
This Technology Transfer Agreement (the “Agreement”) is made as of the 19th day of December, 2003 is by and between Sam Communications, LLC, a Nevada limited liability company (“Seller”), with its principal place of business at 117 N. 4th Street #564, Las Vegas, NV 89101, and Simulations Plus, Inc., a California Corporation (“Buyer”), with its principal place of business at 1220 W. Avenue J, Lancaster, California 93534.
TERMINATION AND NON-ASSERTION AGREEMENTTermination and Non-Assertion Agreement • May 19th, 2014 • Simulations Plus Inc • Services-computer integrated systems design
This Termination and Non-Assertion Agreement is entered into on May 15, 2014 (“Effective Date”) by and between TSRL, Inc., a Michigan corporation with its principal place of business at 540 Avis Drive, Suite A, Ann Arbor, Michigan 48108 (“TSRL”), and Simulations Plus, Inc., a California Corporation, with its principal place of business at 42505 10th Street West, Lancaster, CA 93534-7059 ("Simulations Plus") (each a “Party” and collectively, the “Parties”).
1 2 ACCEPTANCE DATE. "Acceptance Date" means the date upon which the Licensor receives from the Licensee the Acceptance Notice pursuant to Section 16 and the License Fee pursuant to Section 10.1.Exclusive Software Licensing Agreement • December 15th, 1997 • Simulations Plus Inc • Services-computer integrated systems design • California
1 EXHIBIT 1.2 SIMULATIONS PLUS, INC. 1,150,000 Shares SELECTED DEALER AGREEMENTSimulations Plus Inc • May 27th, 1997 • Services-computer integrated systems design • California
EXHIBIT 10.40 BUSINESS LENDING CONFIRMATION LETTER May 08, 2003 SIMULATIONS PLUS, INC. 1220 W Avenue J Lancaster, CA 93534 RE: $500,000.00 PrimeLine WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") agrees to make available to SIMULATIONS PLUS, INC....Simulations Plus Inc • November 26th, 2003 • Services-computer integrated systems design
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") agrees to make available to SIMULATIONS PLUS, INC. ("Borrower") a PrimeLine (the "Credit"). The Credit shall bear interest and be repayable in accordance with the terms and conditions of the Agreement. The Agreement consists of (1) this Confirmation Letter (this "Letter"), (2) the Business Lending Disclosure dated July 01, 2002 (the "Disclosure") and (3) any Related Documents. All terms and conditions of the Disclosure and Related Documents are incorporated herein by reference for all purposes. All capitalized terms not defined in this Letter are defined in the Disclosure.
OEM/REMARKETING AGREEMENTOem/Remarketing Agreement • March 1st, 2010 • Simulations Plus Inc • Services-computer integrated systems design • New York
THIS OEM/REMARKETING AGREEMENT (this "Agreement") is effective as of the 6th day of July , 2000, by and between Eloquent Technology, Inc., a New York corporation having offices at 2389 North Triphammer Road, Ithaca, NY 14850 (hereinafter "Supplier"), and Words +, Inc., a California corporation having principal offices at 1220 W. Avenue J, Lancaster, CA 93534 (hereinafter "OEM").
