ContractDebt Settlement and Subscription Agreement • June 13th, 2008 • Bodytel Scientific Inc. • Telephone & telegraph apparatus • Nevada
THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (THE "AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
SHAREHOLDERS AGREEMENTShareholders Agreement • December 14th, 2006 • sellcell.net • Telephone & telegraph apparatus • Nevada
THIS AGREEMENT dated December 6, 2006 is made among Safe-com GmbH & Co. KG (“Safe-Com”), SELLCELL.NET (“SellCell”) and Glucotel Scientific Inc. (the “Company”) and WITNESSES THAT WHEREAS: A. The Company was incorporated under Nevada law on December 1, 2006; B. Pursuant to a technology transfer agreement dated the 6th day of December, 2006 (the “Technology Transfer Agreement”), Safe-com sold to the Company all Technology (as described in the Technology Transfer Agreement), in exchange for 100 Common shares in the capital of the Company; C. On December 6 SellCell subscribed for and was issued 100 Common shares in the capital of the Company for the Subscription Price; D. SellCell agrees to invest US$1,250,000 on the closing date of this agreement. The Shareholders and the Company agree that US$265,000.00 of this investment will be paid by the Company to Safe-com in accordance with Section 3.2 of this Agreement and the balance of the investment will be deposited in the Company’
BODYTEL SCIENTIFIC INC. One Independent Drive, Suite 1701, Jacksonville, Florida 32202Letter Agreement • March 7th, 2008 • Bodytel Scientific Inc. • Telephone & telegraph apparatus • Nevada
This letter agreement (the “Letter Agreement”) sets forth our agreement with respect to the acquisition by BodyTel Scientific Inc., a Nevada corporation (“BodyTel”) of 100 shares of common stock of GlucoTel (the “Shares”), which are registered in the name of Marlon Vermögensverwaltungsgesellschaft GmbH, an entity organized under the laws of Germany (“Marlon”), which is the assignee of Safe-com GmbH & Co. KG (“Safecom”) pursuant to the transfer of April 1, 2007 between Safecom and Marlon, subject to the terms and conditions set out herein (the “Transaction”).
Secured Convertible Discount Note NOTE PURCHASE AGREEMENT Dated as of June 11, 2008Note Purchase Agreement • June 13th, 2008 • Bodytel Scientific Inc. • Telephone & telegraph apparatus • New York
GUARANTY AND INTELLECTUAL PROPERTY SECURITY AGREEMENTGuaranty and Intellectual Property Security Agreement • June 13th, 2008 • Bodytel Scientific Inc. • Telephone & telegraph apparatus • New York
This Guaranty and Intellectual Property Security Agreement is entered into as of June 11, 2008 by and between Pageant Holdings Ltd ("Noteholder") and GlucoTel Scientific, Inc. ("Guarantor").
LOAN AGREEMENTLoan Agreement • January 22nd, 2008 • Bodytel Scientific Inc. • Telephone & telegraph apparatus • Nevada
Now therefore witnesseth that in consideration of the premises and of the mutual covenants and agreements set forth herein, the parties hereto covenant and agree as follows:
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • December 14th, 2006 • sellcell.net • Telephone & telegraph apparatus • Nevada
SAFE-COM GMBH & CO. KG, a company incorporated under the laws of Germany and having an office at Burg Lichtenfels 1, D-35104 Lichtenfels, Germany (Fax No. 49 (0) 64 54 / 7992 - 30) (the “Vendor”)
June 11, 2008Bodytel Scientific Inc. • June 13th, 2008 • Telephone & telegraph apparatus
