Exhibit 10.5 ESCROW AGREEMENT ESCROW AGREEMENT ("Escrow Agreement") dated as of June 6, 2002, by and between BIOPHAN TECHNOLGIES, INC., (the "Company"), BONANZA CAPITAL MASTERFUND LTD., (the "Purchaser") and BOYLAN, BROWN, CODE, VIGDOR & WILSON LLP...Escrow Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
BY AND AMONG MYOTECH, LLC,Rights Agreement • January 17th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.21 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered into as of January 15, 2004 ("Effective Date") between Biophan Technologies, Inc. ("Licensee"), a Nevada Corporation having its principal place of business at 150 Lucius...License Agreement • February 10th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into with the intent that it be effective as of 06 June, 2002, by and between Biophan Technologies, Inc. ("BTI"), a Nevada corporation having its principal place of business at 150...Executive Employment Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
Exhibit 4.6 FORM OF WARRANT NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT...Biophan Technologies Inc • January 9th, 2006 • Surgical & medical instruments & apparatus
Exhibit 10.52 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 5th day of February, 2004, by and between Biophan Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its...Stock Purchase Agreement • February 10th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.19 LEASE AGREEMENT THIS LEASE AGREEMENT, made this 8th day of October, 2001, is by and between HIGH TECHNOLOGY OF ROCHESTER, INC. ("Landlord"), and Biophan Technologies, Inc.("Tenant"). Landlord hereby leases to Tenant, and Tenant hereby...Lease Agreement • March 14th, 2003 • Biophan Technologies Inc • Blank checks
Agreement and Warrant to Purchase ____________ Common Shares of BIOPHAN TECHNOLOGIES, INC.Biophan Technologies Inc • January 9th, 2006 • Surgical & medical instruments & apparatus • New York
Exhibit 10.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 6th day of June, 2002, by and between Biophan Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its principal...Stock Purchase Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
Exhibit 10.1 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 11, 2006 (the "Agreement") is by and among Biophan Technologies, Inc., a company duly organized and validly existing under the laws of Nevada (the "Company"), the Purchasers...Security Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • Nevada
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of January 1, 2006 (the "Effective Date") is entered into by Biophan Technologies, Inc., a Nevada corporation (the "Company"), and Jeffrey L. Helfer,...Employment Agreement • January 26th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
AGREEMENTAgreement • May 27th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
TABLE OF CONTENTSInvestment Agreement • October 17th, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT B NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Biophan Technologies Inc • May 27th, 2005 • Surgical & medical instruments & apparatus
No. [ ] $[ ] Date: October 12, 2006 BIOPHAN TECHNOLOGIES, INC. SENIOR SECURED CONVERTIBLE NOTE DUE October 12, 2009 THIS NOTE is one of a series of duly authorized and issued Notes of Biophan Technologies, Inc., a Nevada corporation (the "Company"),...Biophan Technologies Inc • October 13th, 2006 • Surgical & medical instruments & apparatus
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered with the intent that it be effective as of the 1st day of December, 2000, by and between GreatBio Technologies, Inc., a Nevada corporation having its principal place of business at 150 Lucius...Employment Agreement • July 15th, 2002 • Biophan Technologies Inc • Blank checks • New York
SECURITY AGREEMENT This Security Agreement ("Security Agreement") is made as of this 1 day of December, 2000, by and between Idaho Technical, Inc., a Nevada Corporation ("Grantor") and Biophan, LLC, a New York Limited Liability Company ("Secured...Security Agreement • December 15th, 2000 • Idaho Technical Inc • Blank checks • New York
WARRANT CBiophan Technologies Inc • October 13th, 2006 • Surgical & medical instruments & apparatus
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the _______ day of May, 2005 by and between Biophan Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its principal offices at...Stock Purchase Agreement • June 22nd, 2005 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
WARRANT A(1)Biophan Technologies Inc • October 13th, 2006 • Surgical & medical instruments & apparatus
Exhibit 4.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Biophan Technologies Inc • January 25th, 2006 • Surgical & medical instruments & apparatus • New York
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into with the intent that it be effective as of November 9 2005, by and between Biophan Technologies, Inc. ("BTI"), a Nevada corporation having its principal place of business at...Executive Employment Agreement • January 26th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
RECITALS:Credit Agreement • January 17th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.2 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Biophan Technologies Inc • July 15th, 2002 • Blank checks • New York
BIOPHAN TECHNOLOGIES, INC., AND MYOTECH, LLCSecurities Purchase Agreement • January 17th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 4.1 LINE OF CREDIT AGREEMENT Date: January 24, 2006 THIS AGREEMENT is entered into between BIOPHAN TECHNOLOGIES, INC., a Nevada corporation having an office address at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586 (the...Line of Credit Agreement • January 25th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
Exhibit 99.4 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is between Steve Schiffman (the "Grantee") and the other party named on the signature page to this Agreement (the "Company"). Each of the...Non-Qualified Stock Option Agreement • August 18th, 2003 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of the 10th day of February, 2004, by and between Biophan Technologies, Inc., a corporation organized under the laws of the State of Nevada, with its principal offices at 150...Registration Rights Agreement • February 10th, 2004 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.2 BIOPHAN TECHNOLOGIES, INC. 150 Lucius Gordon Drive, Suite 215 West Henrietta, New York 14586 December 21,2005 Myotech, LLC 150 Lucius Gordon Drive Suite 218 West Henrietta, NY 14586 Re: Amendment and Waiver of Certain Conditions to...Biophan Technologies Inc • January 17th, 2006 • Surgical & medical instruments & apparatus • New York
Exhibit 4.4 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Biophan Technologies Inc • January 14th, 2003 • Blank checks
Exhibit 4.2 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Biophan Technologies Inc • July 15th, 2002 • Blank checks
Exhibit 4.3 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Biophan Technologies Inc • January 25th, 2006 • Surgical & medical instruments & apparatus
Exhibit 4.3 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Biophan Technologies Inc • January 14th, 2003 • Blank checks
RECITALSSubordination and Standstill Agreement • October 13th, 2006 • Biophan Technologies Inc • Surgical & medical instruments & apparatus • New York
