Universal Resources – UNIVERSAL RESOURCES Certificate of Designation Preferences and Rights of Preferred Stock (February 19th, 2014)
UNIVERSAL RESOURCES, a corporation organized and existing under the General Corporation Law of the State of Nevada (the “Corporation”), does, by its president and its secretary, hereby certify as follows:
Universal Resources – SECURITIES EXCHANGE AGREEMENT AND PLAN OF MERGER (February 19th, 2014)
This SECURITIES EXCHANGE AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made as of February 3, 2014, between UNIVERSAL RESOURCES, a Nevada corporation (formerly GLOBAL IMMUNE TECHNOLOGIES, INC., a Wyoming corporation), (the “Parent”), GIMU Acquisition, Inc., a Nevada corporation, a wholly owned subsidiary of Parent (the “Merger Sub”) and each of the individuals named below who are all of the shareholders of MEEKOM GOLD EXCHANGE and REFINERY CORP. LIMITED (the “Company”), a Solomon Islands Corporation and have executed this Agreement, (individually “Shareholder” and collectively “Shareholders”).
Universal Resources – Articles of Incorporation (PURSUANT TO NRS CHAPTER 78) Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20140057649-38 Filing Date and Time 01/27/2014 9:05 AM Entity Number E0044992014-9 (February 19th, 2014)
Global Immune Technologies Inc. – Warrant Agreement (December 7th, 2012)
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Global Immune Technologies Inc. – MUTUAL RELEASE OF CLAIMS AND RESCISSION OF CONTRACT (July 17th, 2007)
Exhibit 10 MUTUAL RELEASE OF CLAIMS AND RESCISSION OF CONTRACT The parties to this release and rescission agreement are as follows: Global Immune Technologies, Inc., a Wyoming corporation ("GIMU"); Charles Flynn, an M&A corporate consultant to GIMU; MedPri Limited, a company organized under the laws of England and Wales ("MedPri"); and Medical Monitors, Limited 1. RECITALS. On or about July 19, 2006, again in November 2006 and again on or about April 23, 2007, GIMU and MedPri executed an agreement styled "Securities Exchange Agreement," the effect of which was intended to transfer to GIMU all the outstanding shares of common stock of MedPri in exchange for GIMU's issuance to MedPri's shareholders of the following securities: 74 million shares of common stock of GIMU, 7.4 million common stock purchase warrants, and 3-year convertible promissory notes totaling $10 million and convertible into commo
Global Immune Technologies Inc. – CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS (May 24th, 2007)
The Chief Executive Officer (“CEO”) and all senior financial officers, including the chief financial officer and principal accounting officer of Global Immune Technologies, Inc., and of any other subsidiary that becomes subject to the periodic reporting requirements under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, are bound by the provisions set forth in this Code of Ethics relating to ethical conduct, conflicts of interest, compliance with law and standards designed to deter wrongdoing. The CEO and senior financial officers are subject to the following specific policies:
Global Immune Technologies Inc. – ICARDIA HEALTHCARE CORPORATION LONG-TERM INCENTIVE PLAN (May 24th, 2007)
The iCardia Healthcare Corporation Long-Term Incentive Plan is adopted effective November 15, 2004. The Plan is designed to attract, retain and motivate selected Eligible Employees and Key Non-Employees of the Company and its Affiliates, and reward them for making major contributions to the success of the Company and its Affiliates. These objectives are accomplished by making long-term incentive awards under the Plan that will offer Participants an opportunity to have a greater proprietary interest in, and closer identity with, the Company and its Affiliates and their financial success.
Global Immune Technologies Inc. – EMPLOYMENT AGREEMENT (May 24th, 2007)
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between iCardia Healthcare Corporation (the “Company”), and David Stanley (the “Executive”), and will be effective as of the Effective Date (defined in Paragraph 1(a) below).
Global Immune Technologies Inc. – SECURITIES EXCHANGE AGREEMENT (May 24th, 2007)
SECURITIES EXCHANGE AGREEMENT (the “Agreement”) dated as of the 23rd day of April, 2007, by and among Global Immune Technologies Inc., a corporation organized under the laws of the State of Wyoming, United States of America (“GIMU”), and MedPri Limited, a company organized under the laws of England and Wales (“MEDPRI”).
Global Immune Technologies Inc. – BYLAWS OF GLOBAL IMMUNE TECHNOLOGIES, INC. (May 24th, 2007)
Global Immune Technologies Inc. – SECURITIES EXCHANGE AGREEMENT (December 19th, 2006)
Exhibit 10 SECURITIES EXCHANGE AGREEMENT SECURITIES EXCHANGE AGREEMENT (the "Agreement") dated as of the 19th day of July, 2006, by and among Global Immune Technologies Inc., a corporation organized under the laws of the State of Wyoming, United States of America ("GIMU"), MedPri Limited, a company organized under the laws of England and Wales ("MedPri"), Primedical International Ltd, a corporation organized under the laws of Jersey ("PML"), and Medical Monitors Limited, a company organized under the laws of Australia ("MML"). WITNESSETH: WHEREAS, GIMU wishes to acquire from PML all of the issued and outstanding stock of MEDPRI in exchange for shares of common stock and warrants of GIMU, and an issue of convertible notes; and WHEREAS, PML wishes to acquire from GIMU certain securities of GIMU in exchange; and WHEREAS, GIMU, MedPri, PML and MML are en