Purchaser:___________________ SUBSCRIPTION AGREEMENT TRINITY MEDICAL GROUP USA, INC. -------------------------------------------- Trinity Medical Group USA, Inc. 55 Shaver Street, Suite 320 San Rafael, California 94901 Gentlemen: 1. Subscription. The...Subscription Agreement • October 20th, 2000 • Trinity Medical Group Inc • Services-commercial physical & biological research • New York
EXHIBIT 6 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE...Trinity Medical Group Inc • May 12th, 2000
AGREEMENT made this 31st day of December 1999, by and among August Project III Corp., a Florida corporation (the "ISSUER"), the selling shareholders listed on Schedule A attached hereto (the "Selling Shareholders") and the shareholders listed in Schedule B attached hereto (the "SHAREHOLDERS"), which SHAREHOLDERS own all of the issued and outstanding shares of Trinity Medical Group USA, Inc., a Nevada corporation ("Trinity").
Purchaser:___________________ SUBSCRIPTION AGREEMENT -------------------------------------------- TRINITY MEDICAL GROUP USA, INC. -------------------------------------------- Trinity Medical Group USA, Inc. 30021 Tomas, Suite 300 Rancho Santa...Subscription Agreement • November 8th, 2001 • Trinity Medical Group Inc • Services-commercial physical & biological research • New York
ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT dated as of August 3, 2000, is entered into between Trinity Medical Group Co. Ltd., a Thai limited company (the "Assignor"), and Trinity Medical Group USA, Inc., a Florida corporation (the "Assignee"),...Assignment Agreement • December 22nd, 2000 • Trinity Medical Group Inc • Services-commercial physical & biological research
ARTICLE 2 ADDITIONAL CONVERTIBLE PROMISSORY NOTETrinity Medical Group Inc • September 25th, 2002 • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of January 4, 2002 (this "Agreement") by and between Trinity Medical Group USA, Inc., a Florida corporation, with principal executive offices located at 30021 Tomas Street, Suite...Securities Purchase Agreement • January 4th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
SUBLEASETrinity Medical Group Inc • February 13th, 2001 • Services-commercial physical & biological research
EX. 4.17 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE...Trinity Medical Group Inc • January 4th, 2002 • Services-commercial physical & biological research • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER...Trinity Medical Group Inc • October 20th, 2000 • Services-commercial physical & biological research
AGREEMENT made this 31st day of December 1999, by and among August Project III Corp., a Florida corporation (the "ISSUER"), the selling shareholders listed on Schedule A attached hereto (the "Selling Shareholders") and the shareholders listed in Schedule B attached hereto (the "SHAREHOLDERS"), which SHAREHOLDERS own all of the issued and outstanding shares of Trinity Medical Group USA, Inc., a Nevada corporation ("Trinity").
REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of January 4, 2002 (this "Agreement") by and between Trinity Medical Group USA, Inc., a Florida corporation, with principal executive offices located at 30021 Tomas Street, Suite...Registration Rights Agreement • January 4th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
ARTICLE 1 EXERCISE --------Trinity Medical Group Inc • January 4th, 2002 • Services-commercial physical & biological research • California
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT dated as of September 15, 1995 (the "Agreement"), is entered into between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the "Company"), having a place of business at 5935 Darwin Court,...Stock Purchase Agreement • December 22nd, 2000 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
ARTICLE 2 REGISTRATION RIGHTSStock Purchase Agreement • August 16th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
TRINITY MEDICAL GROUP USA, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 2nd day of February, 2001 by and between James S. Namnath, residing at 304 Mountain View Ave, San Rafael, CA 94901 ("Executive"), and TRINITY MEDICAL GROUP USA,...Employment Agreement • February 13th, 2001 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is by and between TRINITY MEDICAL GROUP USA, INC., a Delaware Corporation (the "Company"), and ___________________________ (the "Holder") dated as of this _____ day of...Registration Rights Agreement • October 20th, 2000 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
FORM OF NOTE PAYABLE APPENDIX C THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE NOTE AGREEMENT REFERRED TO HEREIN. PROMISSORY NOTE $5,000 San Rafael,...Trinity Medical Group Inc • October 20th, 2000 • Services-commercial physical & biological research
ARTICLE 1 AMENDMENT OF AGREEMENTLicense and Collaboration Agreement • August 16th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
Exhibit 4.12 ATTACHMENT A THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR...Trinity Medical Group Inc • November 8th, 2001 • Services-commercial physical & biological research • New York
RECITALSTrinity Medical Group Inc • August 16th, 2002 • Services-commercial physical & biological research • New York
EXHIBIT 4.14 CONVERSION OF DEBT AGREEMENT THIS CONVERSION OF DEBT AGREEMENT is dated as of December 27, 2001 and is entered into between: TRINITY MEDICAL GROUP USA, INC. ("TMGUSA"), a Florida Corporation, having a place of business at 30021 Tomas,...Debt Agreement • January 4th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research • Florida
RECITALSLicense and Collaboration Agreement • May 11th, 2001 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
ARTICLE 1 CONSIDERATIONThe Sublicense and Supply Agreement • August 16th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research
TRINITY MEDICAL GROUP USA, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 5th day of September, 2000 by and between GARY E. WILSON, residing at 31842 Camino Del Cielo, Trabuco Canyon, CA 92679 ("Executive"), and TRINITY MEDICAL GROUP USA,...Employment Agreement • December 22nd, 2000 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
ARTICLE 1 TERM AND TERMINATIONSublicense and Supply Agreement • August 16th, 2002 • Trinity Medical Group Inc • Services-commercial physical & biological research
RECITALSThe Employment Agreement • August 14th, 2001 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
EMPLOYMENT AGREEMENT After discussion, the Board of Directors have determined an agreement to employ Dr. James S. Namnath until December 31, 2000 as its Chief Executive Officer. His employment will be conducted under contract services with his present...Employment Agreement • December 22nd, 2000 • Trinity Medical Group Inc • Services-commercial physical & biological research
After discussion, the Board of Directors have determined an agreement to employ Dr. James S. Namnath until December 31, 2000 as its Chief Executive Officer. His employment will be conducted under contract services with his present employer, NotesETC, Inc. until such time ("Milestone") that TMGUSA either begins sale of Remune product or is approved for public trading of its common shares in the United States equity market as a reporting company; after this time, he will be directly employed by TMGUSA on a full time basis.
Exhibit 10.13 TRINITY MEDICAL GROUP USA, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 1st day of June 2001and between Elizabeth S. Namnath, residing at 17 Linda Ave., San Rafael, CA 94903 ("Officer "), and TRINITY MEDICAL GROUP USA,...Employment Agreement • August 14th, 2001 • Trinity Medical Group Inc • Services-commercial physical & biological research • California
L.H. Friend, Weinress, Frankson & Presson, LLC 3333 Michelson Drive Suite 650 Irvine, CA 92612 PERSONAL & CONFIDENTIAL ----------------------- Dear Andre: This letter will confirm the understanding between L.H. Friend, Weinress, Frankson, & Presson,...Trinity Medical Group Inc • August 17th, 2001 • Services-commercial physical & biological research
