REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 5, 2006, among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CERAGENIX PHARMACEUTICALS, INC.Ceragenix Pharmaceuticals, Inc. • September 29th, 2008 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of December 5, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Purchasers.
ContractCeragenix Pharmaceuticals, Inc. • September 29th, 2008 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERAGENIX PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of November ____, 2005, by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2006 among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of November ____, 2005, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible promissory notes issued or to be issued by Ceragenix Pharmaceuticals, Inc. ("Parent"), a Delaware corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the "Notes").
STOCK PURCHASE WARRANT To Purchase _______________ Shares of Common Stock of ONSOURCE CORPORATIONOnsource Corp • April 21st, 2005 • Games, toys & children's vehicles (no dolls & bicycles)
THIS CERTIFIES that, for value received, _________________________________, or assigns (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the close of business on ___________, 2008 (the "Termination Date") unless sooner terminated in accordance with the Agreement as hereinbelow defined but not thereafter, to subscribe for and purchase from OnSource Corporation, a Delaware corporation (the "Company"), up to ______________________________ (_______________) shares (the "Warrant Shares") of Common Stock, $.0001 par value per share of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $_______. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
AGREEMENT TO CONVERT DEBTAgreement • September 29th, 2003 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles) • Colorado
THIS AGREEMENT is made and entered into this 18th day of October, 2001, by and between ONSOURCE CORPORATION, a Delaware corporation ("OnSource" or the "Company"), and MARCO FOODS, INC. (Claimant").
ASSIGNMENT OF NOTEAssignment of Note • September 29th, 2003 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles)
THIS ASSIGNMENT is entered into effective this 18th day of October, 2001 by and between Global Casinos, Inc., a Utah corporation ("Assignor"), OnSource Corporation, a Delaware corporation ("Assignee"), and John R. Overturf, Jr. ("Holder").
TRUST AGREEMENTTrust Agreement • April 16th, 2003 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
This TRUST AGREEMENT is entered into effective the 13th day of June, 2002 by and between Frank L. Jennings, as trustee ("Trustee"), and Global Casinos, Inc., a Utah corporation ("Global").
ASSIGNMENT OF NOTEAssignment of Note • September 29th, 2003 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles)
THIS ASSIGNMENT is entered into effective this 18th day of October, 2001 by and between Global Casinos, Inc., a Utah corporation ("Assignor"), OnSource Corporation, a Delaware corporation ("Assignee"), and the Calandrella Family Foundation ("Holder").
January 1, 2005 Mr. Steven Porter 1551 Larimer Place #2204 Denver, Colorado 80202 Dear Steve:Letter Agreement • May 16th, 2005 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles) • Colorado
This letter agreement ("Agreement") will confirm your employment ("Executive" or "you") with Osmotics Pharma, Inc. (the "Corporation"), under the following terms and conditions and for the following consideration:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 4th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into effective as of the day of September, 2005 (the "Closing Date"), by and between TRANS ALASKA HOLDINGS, INC., an Alaska corporation, ("Buyer"), and CERAGENIX PHARMACEUTICALS, INC., a Delaware corporation, ("Seller").
SECOND AMENDED AND RESTATED TRANSACTION AGREEMENT GLOBAL CASINOS, INC. SPIN-OFF OF ONSOURCE CORPORATION November 10, 2003Transaction Agreement • November 10th, 2003 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles)
Amended and Restated: This Second Amended and Restated Transaction Agreement supercedes in their entirety the Transaction Agreement entered into by the parties dated as of March 1, 2002 and the Amended and Restated Transaction Agreement dated September 22, 2003.
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • December 22nd, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado
This PATENT SUBLICENSE AGREEMENT (this “Agreement”) is entered into this 15th day of August, 2006 (the “Effective Date”), by and between Ceragenix Corporation (“Ceragenix”), a Colorado corporation, and Osmotics Corporation (“Osmotics”), a Colorado corporation (each a “Party,” and collectively, the “Parties”).
AMENDMENT AGREEMENTAmendment Agreement • July 5th, 2007 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
This Amendment Agreement (the “Agreement”), dated as of June 29, 2007, is by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2005 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles) • Colorado
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as January 1, 2005 between Osmotics Pharma, Inc. a Colorado corporation with its principal offices at 1444 Wazee Street, Denver, Colorado and Peter M. Elias, M.D. of San Francisco, California("Executive").
SECOND AMENDMENT TO PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • March 25th, 2009 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
This agreement is entered into this day of March 2009 by and between Osmotics Corporation (“Osmotics”) and Ceragenix Pharmaceuticals, Inc. (“Ceragenix”) (collectively the “Parties”).
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • June 20th, 2005 • Onsource Corp • Pharmaceutical preparations • Colorado
This Technology Transfer Agreement (the "Agreement") is made this 24th day of January, 2005 by and between Osmotics Corporation (the "Company"), a Colorado corporation and Osmotics Pharma, Inc. ("OPI"), a Colorado corporation and a 98% owned subsidiary of the Company.
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • January 4th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
This Second Amendment Agreement (the “Agreement”), effective as of November 30, 2007, is by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
ContractAgreement and Plan of Merger • May 2nd, 2005 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles)
September 18, 2008 Barbara R. Mittman Grushko & Mittman, P.C. Attorneys at LawAgreement • September 29th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
AGREEMENT AND PLAN OF MERGER BY AND AMONG OSMOTICS PHARMA, INC., ONSOURCE CORPORATION AND ONSOURCE ACQUISITION CORP. DATED AS OF APRIL 8, 2005Agreement and Plan of Merger • April 13th, 2005 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles) • Colorado
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this ___ day of March, 2005, by and among OSMOTICS PHARMA, INC., a Colorado corporation ("OPI"); ONSOURCE CORPORATION, a Delaware corporation ("ONSOURCE"); and ONSOURCE ACQUISITION CORP., a Colorado corporation which is a wholly-owned subsidiary of ONSOURCE ("Acquisition"). OPI, ONSOURCE and Acquisition are hereinafter sometimes individually referred to as a "party" and collectively as the "parties".
ContractCeragenix Pharmaceuticals, Inc. • November 30th, 2005 • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERAGENIX PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AUGUST 2008 AMENDMENT AGREEMENTAugust 2008 Amendment Agreement • September 29th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 16th, 2005 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles) • Colorado
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), is entered into this 10th day of May, 2005, by and between Osmotics Pharma, Inc., a Colorado corporation ("Assignor") and OnSource Corporation, a Delaware corporation ("Assignee").
FOURTH AMENDMENT AGREEMENTFourth Amendment Agreement • September 29th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
This Fourth Amendment Agreement (the “Agreement”), dated as of August 20, 2008 and effective as of July 18, 2008 (the “Effective Date”), is by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • May 10th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Purchase Agreement (the “Agreement”) is dated as of May ___, 2006, between Osmotics Corporation (the “Seller”), and The Longview Fund, L.P. (“Purchaser”).
NOVEMBER 2007 AMENDMENT AGREEMENTNovember 2007 Amendment Agreement • January 4th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
THIS NOVEMBER 2007 AMENDMENT AGREEMENT (the “Amendment”), including all changes made pursuant hereto, is effective the 28th day of November 2007, by and between CERAGENIX PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) and each investor listed on the signature pages hereto as an “Investor”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into this 15th day of August, 2006 (the “Effective Date”), by and between Ceragenix Pharmaceuticals, Inc. (“Ceragenix” or the “Company”), a Delaware corporation, and Osmotics Corporation (“Osmotics”), a Colorado corporation (each a “Party,” and collectively, the “Parties”).
AGREEMENT NOT TO COMPETEOnsource Corp • June 20th, 2005 • Pharmaceutical preparations • Colorado
This Agreement Not to Compete (this "Agreement") is made and entered into as of the 10th day of May, 2005, by and between Osmotics Pharma, Inc., a Colorado corporation (the "Buyer"), and Osmotics Corporation, a Colorado corporation (the "Seller"). This Agreement shall become effective concurrently with the Effective Time (as such term is defined in the Merger Agreement (as hereinafter defined)).
AGREEMENTAgreement • September 26th, 2002 • Onsource Corp
THIS AGREEMENT is made and entered into effective this 1st day of July, 2001, by and between GLOBAL CASINOS, INC., a Utah corporation ("Global" or the "Company"), GLOBAL ALASKA INDUSTRIES, INC., an Alaska corporation which is a wholly-owned subsidiary of Global ("GAI"), and MARK GRIFFIN, individually ("Griffin").
VOTING AGREEMENTVoting Agreement • May 16th, 2005 • Onsource Corp • Games, toys & children's vehicles (no dolls & bicycles)
THIS VOTING AGREEMENT is made and entered into as of the 10th day of May, 2005, by and between ONSOURCE CORPORATION, a Delaware corporation ("ONSOURCE"), and OSMOTICS CORPORATION, a Colorado corporation ("Osmotics").
