Farallon Corp /De/ Sample Contracts

Wellstone Filter Sciences Inc /De/ – MERGER AGREEMENT AND PLAN OF REORGANIZATION (March 10th, 2011)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ”) dated as of February 14, 2011, by and among Wellstone Filter Sciences, Inc., a Delaware corporation whose principal office is located at 710 Market Street, Chapel Hill, North Carolina 27516 (“WFSI”); ADG Acquisition, Inc., a California corporation (“Merger Sub”), the principal WFSI stockholder listed on Exhibit A (the “PRINCIPAL WFSI STOCKHOLDER”); each of the persons listed on Exhibit B who are owners of membership units of ADGLLC (collectively referred to as “SELLERS”); and Auri Design Group LLC, a California Limited Liability Company (“ADGLLC”) whose principal office is located at 1200 North Coast Highway, Laguna Beach, California 92651-4045.

Wellstone Filter Sciences Inc /De/ – MERGER AGREEMENT AND PLAN OF REORGANIZATION (February 22nd, 2011)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ”) dated as of February 14, 2011, by and among Wellstone Filter Sciences, Inc., a Delaware corporation whose principal office is located at 710 Market Street, Chapel Hill, North Carolina 27516 (“WFSI”); ADG Acquisition, Inc., a California corporation (“Merger Sub”), the principal WFSI stockholder listed on Exhibit A (the “PRINCIPAL WFSI STOCKHOLDER”); each of the persons listed on Exhibit B who are owners of membership units of ADGLLC (collectively referred to as “SELLERS”); and Auri Design Group LLC, a California Limited Liability Company (“ADGLLC”) whose principal office is located at 1200 North Coast Highway, Laguna Beach, California 92651-4045.

Wellstone Filters Inc /De/ – PATENT LICENSE AGREEMENT (January 22nd, 2007)

PATENT LICENSE AGREEMENT This Agreement made and entered into as of the 17th day of January 2007, by and between: 1. Wellstone Filters, Inc., having its registered office in Timberlake, North Carolina, USA, a Delaware Corporation, having its principle place of business at 300 Market Street, Suite 130-13, Chapel Hill, North Carolina, 27516, USA, hereinafter referred to as: WELLSTONE; And 2. Glycanex BV, having its registered office in Hilversum, The Netherlands, a Dutch corporation, having its principle place of business at Koninginneweg 11-13, 1217 KP Hilversum, The Netherlands, hereinafter referred to as: GLYCANEX; WHEREAS: GLYCANEX is a Dutch corporation with commercial interest and activities in the field of carbohydrate derivatives and materials and products derived therefrom; WELLSTONE has licensed and further developed a technology for the purpose of removing substances from cigarette smoke from C

Wellstone Filters Inc /De/ – AGREEMENT (January 22nd, 2007)

AGREEMENT This Agreement is made and entered into as of the 17th day of January 2007, by and between: 1. Wellstone Filters, Inc., having its registered office in Timberlake, North Carolina, USA, a Delaware Corporation, having its principle place of business at 300 Market Street, Suite 130-13, Chapel Hill, North Carolina, 27516, USA, hereinafter referred to as: WELLSTONE; And 2. Glycanex BV, having its registered office in Hilversum, The Netherlands, a Dutch corporation, having its principle place of business at Koninginneweg 11-13, 1217 KP Hilversum, The Netherlands, hereinafter referred to as: GLYCANEX; WHEREAS: WELLSTONE entered into a Sales Agreement with GLYCANEX dated March 16, 2006 for purchasing a minimum of 200 tons of Glycapol 1005 from Glycanex during the three following years; GLYCANEX has delivered the first 10 tons in April 2006 under the Sales Agreement as agreed between G

Wellstone Filters Inc /De/ – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF WELLSTONE FILTERS, INC. (a Delaware corporation) (June 28th, 2006)

Wellstone Filters, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware:

Wellstone Filters Inc /De/ – PROMISSORY NOTE (May 23rd, 2006)

FOR VALUE RECEIVED, the undersigned Wellstone Filters, Inc., a Delaware corporation (“Maker”) promises to pay to the order of Carlson Group, Ltd. (“Lender”), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note (“Note”), the principal sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) (the “Principal Sum”). The unpaid Principal Sum shall bear interest at the rate of 8% per annum, and shall be due in full, along with the additional amount set forth in the fifth paragraph of this Note, on December 31, 2007.

Wellstone Filters Inc /De/ – LEASE (February 21st, 2006)

EXHIBIT 10.7 LEASE ----- This lease is made and entered into as of the 1st day of September, 2004 by and between U.S. Flue-Cured Tobacco Growers Inc., a North Carolina Corporation with an office located at 250 Crown Boulevard, Timberlake, North Carolina 27583, hereinafter referred to as "Landlord", and Wellstone Filters, Inc, a Delaware Corporation, with an office located at 121 Farrington Ave., Sleepy Hollow, N.Y. 10591, hereinafter referred to as "Tenant", for and in consideration of the mutual covenants set out herein and other good and valuable consideration as follows: WITNESSETH: 1. PREMISES. 1.1 Office Space. Landlord hereby demises and leases to Tenant and Tenant hereby takes and hires from Landlord for the term and subject to all of

Wellstone Filters Inc /De/ – FUNDING AGREEMENT (February 21st, 2006)

Exhibit 10.3 ------------ FUNDING AGREEMENT This Funding Agreement ("Agreement") is dated January 2, 2004 and is between Arrakis Select, Inc. ("Arrakis") and Wellstone Filters, Inc. ("Wellstone"). R E C I T A L S WHEREAS, Arrakis is a private investment group interested in equity financing of Wellstone; and WHEREAS, Wellstone is in need of funding for its working capital needs. NOW THEREFORE, in consideration of the foregoing recitals, and the promises contained herein, the parties agree as follows: Section 1. Funding Requirements. Arrakis agrees to provide all the monthly funding requirements of Wellstone for 90 days from the date of this Agreement, renewable for 90 additional days at the option of Arrakis. Investment shall be made in cash (wire or other immediately

Wellstone Filters Inc /De/ – STOCK OPTION AGREEMENT (February 21st, 2006)

Exhibit 10.4 ------------ 1994 AMENDED AND RESTATED STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 1994 Amended and Restated Stock Option Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: Date of Grant Vesting Commencement Date Exercise Price per Share $ Total Number of Shares Granted Total Exercise Price $ Type of Option: ___ Incentive Stock Option

Wellstone Filters Inc /De/ – AMENDED AND RESTATED 1994 STOCK OPTION PLAN (February 21st, 2006)

Exhibit 10.2 ------------ WELLSTONE FILTERS, INC. AMENDED AND RESTATED 1994 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. 2 Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the plan in accordance with Section 4 hereof. (b) "Applicable Laws" means the requirements relating to the a

Wellstone Filters Inc /De/ – AGREEMENT (February 21st, 2006)

EXHIBIT 10.9 LICENSING AGREEMENT This Agreement, dated September 14, 1999, is made by and between Cerami Consulting Corporation (referred to as "LICENSOR"), a corporation organized and existing under the laws of New York and having a principal place of business at 765 Old Saw Mill River Road, Tarrytown, New York and Wellstone LLC ("LICENSEE"), a limited liability company corporation organized and existing under the laws of Delaware and having a principal place of business at 765 Old Saw Mill River Road, Tarrytown, New York. WHEREAS: A. LICENSOR is the sole owner of all right, title, and interest in U.S. Patent Application #023569 entitled "Methods, agents and devices for removing nucleophilic toxins from tobacco and tobacco smoke" (see Exhibit A), including all associated inve

Wellstone Filters Inc /De/ – PROMISSORY NOTE (January 31st, 2006)

Exhibit 10.1 ------------ PROMISSORY NOTE --------------- $500,000 January 25, 2006 FOR VALUE RECEIVED, the undersigned Wellstone Filters, Inc., a Delaware corporation ("Maker") promises to pay to the order of Carlson Group, Ltd. ("Lender"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the "Principal Sum"). The unpaid Principal Sum shall bear interest at the rate of 8% per annum, and shall be due in full, along with the additional amount set forth in the fifth paragraph of this Note, on December 31, 2007. All payments to be made under this Note shall be payable in lawful money of the United Stat

Wellstone Filters Inc /De/ – AMENDED AND RESTATED 1994 STOCK OPTION PLAN (April 15th, 2005)

Exhibit 10.2 ------------ WELLSTONE FILTERS, INC. AMENDED AND RESTATED 1994 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. 2 Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the plan in accordance with Section 4 hereof. (b) "Applicable Laws" means the requirements relating to the a

Wellstone Filters Inc /De/ – FUNDING AGREEMENT (April 15th, 2005)

Exhibit 10.3 ------------ FUNDING AGREEMENT This Funding Agreement ("Agreement") is dated January 2, 2004 and is between Arrakis Select, Inc. ("Arrakis") and Wellstone Filters, Inc. ("Wellstone"). R E C I T A L S WHEREAS, Arrakis is a private investment group interested in equity financing of Wellstone; and WHEREAS, Wellstone is in need of funding for its working capital needs. NOW THEREFORE, in consideration of the foregoing recitals, and the promises contained herein, the parties agree as follows: Section 1. Funding Requirements. Arrakis agrees to provide all the monthly funding requirements of Wellstone for 90 days from the date of this Agreement, renewable for 90 additional days at the option of Arrakis. Investment shall be made in cash (wire or other immediately

Wellstone Filters Inc /De/ – STOCK OPTION AGREEMENT (April 15th, 2005)

Exhibit 10.4 ------------ 1994 AMENDED AND RESTATED STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 1994 Amended and Restated Stock Option Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: Date of Grant Vesting Commencement Date Exercise Price per Share $ Total Number of Shares Granted Total Exercise Price $ Type of Option: ___ Incentive Stock Option

Wellstone Filters Inc /De/ – 4% CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2006 (December 3rd, 2004)

DEBENTURE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER RULE 506 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $1,500,000 November 30, 2004 4% CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2006 THIS DEBENTURE of Wellstone Filters, Inc., a Delaware corporation (the "Company") in the aggregate principal amount of One Million Five Hundred Thousand Dollars (US $1,500,000), is designated as its $1,500,000, 4% Debenture due December 31, 2006 (the "Debenture"). FOR VALUE RECEIVED, the Company promises to pay to Carlson Group, Ltd., or its registered assigns (the "Holder"), the principal sum

Wellstone Filters Inc /De/ – WARRANT TO PURCHASE COMMON STOCK (December 3rd, 2004)

WELLSTONE FILTERS, INC. WARRANT TO PURCHASE COMMON STOCK Dated November 30, 2004 WELLSTONE FILTERS, Inc. ("Company") certifies that, for valuable consideration, receipt of which is hereby acknowledged, the Holder is entitled to purchase from the Company a number of shares of the Company's Common Stock set forth in Section 1(h) hereof (the "Shares") at the purchase price set forth in Section 1(e) hereof. This Warrant and the Common Stock issuable upon exercise hereof are subject to the terms and conditions hereinafter set forth: 1. Definitions. As used in this Warrant, the following terms shall mean: (a) "Common Stock" - the Common Stock, par value $.001 o f the Company. (b) "Company" - Wellstone Filters, Inc.., a Delaware corporation. (c

Farallon Corp /De/ – 1994 STOCK OPTION PLAN OF (August 13th, 2001)

1994 STOCK OPTION PLAN OF FARALLON CORPORATION Farallon Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), hereby adopts this 1994 Stock Option Plan (the "Plan"). The purposes of this Plan are as follows: (1) To further the growth, development, and financial success of the Company by providing additional Incentives to its Directors, Officers, Employees and advisors, and employees of companies who do business with the Company by assisting them to become owners of capital stock of the Company and thus permitting them to benefit directly from its growth, development, and financial success. (2) To enable the Company to obtain and retain the services of the type of directors, officers, employees and advisors considered essential to the long-range success of the Company by providing and offering th

Farallon Corp /De/ – CERTIFICATE OF INCORPORATION (June 15th, 2001)

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF FARALLON CORPORATION (a Delaware corporation) FARALLON CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware: DOES HEREBY CERTIFY: 1. The following resolution has been unanimously adopted by the board of directors and a majority of the stockholders of the Corporation in accordance with Section 242 of the Delaware General Corporation Law for the purpose of amending the corporation's Certificate of Incorporation. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certifica

Farallon Corp /De/ – AGREEMENT AND PLAN OF REORGANIZATION (June 15th, 2001)

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated May 25, 2001, and is by and between Farallon Corporation, a Delaware corporation (the "Company") and Wellstone Filters, LLC, a Delaware limited liability company ("Wellstone"). R E C I T A L S WHEREAS, the persons listed on Schedule I ("Members") own all of the membership interests in Wellstone (the "Wellstone Interests"); WHEREAS, the Company is a public company, required to file reports under Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"); WHEREAS, the Company desires to acquire all of the Wellstone Interests, and the Member desire to exchange all of the Wellstone Interests for shares of voting common stock of the Company, in a transaction that qualifies under Section 368(a) (1)(B) of the Internal Revenue Code