REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2008 • Power of the Dream Ventures Inc • Services-engineering services • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 8th day of October 2008 (this “Agreement”) between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (the “Investor”), and POWER OF THE DREAM VENTURES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”)
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 14th, 2008 • Power of the Dream Ventures Inc • Services-engineering services • New Jersey
THIS AGREEMENT dated as of the 8th day of October 2008 (this “Agreement”) between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (the “Investor”), and POWER OF THE DREAM VENTURES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
ContractPower of the Dream Ventures Inc • March 31st, 2010 • Services-engineering services • New York
The Securities To Which This Agreement Relates Have Not Been Registered Under The United States Securities Act Of 1933, As Amended (The “1933 Act”) And The Rules And Regulations Promulgated Thereunder And May Not Be Offered Or Sold Directly Or Indirectly (A) Within The United States Or To Or For The Account Or Benefit Of U.S. Persons (As Defined In Regulation S) Except Pursuant To An Effective Registration Statement As To Such Securities Under, Or An Exemption From, The Prospectus And Registration Requirements Of The 1933 Act, Or (B) In the Republic of Hungary Or To Residents Of Republic of Hungary Except Pursuant To The Applicable Securities Laws And Regulations Or Pursuant To An Exemption Order Made By The Appropriate Governmental Securities Regulator(S).
INVENTION TRANSFER AGREEMENTInvention Transfer Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services
VIDATECHTechnológiai Kutató, Fejlesztő és Szolgáltató Korlátolt Felelősségű Társaság (head office: 1095 Budapest, Soroksári út 94-96.; company registration No.: 01-09-870107, recorded at the [Budapest] Metropolitan Court as Court of Registration, represented by: KUN Dániel Jr, Managing Director; hereinafter: Legal Successor), on the other hand,
POWER OF THE DREAM VENTURES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 31st, 2010 • Power of the Dream Ventures Inc • Services-engineering services • New York
This Restricted Stock Agreement (this “Agreement”) is entered into as of the 5 day of February, 2009, by and between Power of the Dream Ventures, Inc., a Delaware corporation (“Company”), and Daniel Kun, Jr. (“Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2007 • Power of the Dream Ventures Inc • Blank checks
EXCLUSIVE DISTRIBUTORSHIP AGREEMENT EXTENSIONExclusive Distributorship Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services • Budapest
This exclusive distributorship agreement (hereinafter: Agreement) is an extension of a previous agreement entered into on June 15, 2006 by and between
INVENTION TRANSFER AGREEMENTInvention Transfer Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services
VIDATECHTechnológiai Kutató, Fejlesztő és Szolgáltató Korlátolt Felelősségű Társaság (head office: 1095 Budapest, Soroksári út 94-96.; company registration No.: 01-09-870107, registered at the Budapest Metropolitan Court as Court of Registration, represented by KUN Dániel Jr., Managing Director; hereinafter: Legal Successor), on the other hand,
POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 May 29, 2007Power of the Dream Ventures Inc • November 14th, 2007 • Services-engineering services • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Mr. Charles Machin (“Consultant” or “CM”) pursuant to which CM will serve as a business consultant to the Company with respect to its business matters. The terms of this Agreement are as follows:
AMENDMENT TO INVENTION TRANSFER AGREEMENTInvention Transfer Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services
AMENDMENT TO INVENTION TRANSFER AGREEMENT dated as of August 1, 2007 by and among each of VIDATECH Kft, a corporation organized under the laws of the Republic of Hungary (hereinafter, “Vidatech”); Power of the Dream Ventures, Inc., a Delaware corporation (hereinafter, “PDV”); Janos Salca and Viktor Salca, residents of the Republic of Hungary (each, unless otherwise specifically identified, an “Inventor and, collectively, the “Inventors”). Each of Vidatech, PDV and the Inventors is, unless otherwise specifically identified, a “Party” and, collectively, the “Parties.”
COLSULTATION AGREEMENTColsultation Agreement • March 25th, 2009 • Power of the Dream Ventures Inc • Services-engineering services • New York
This Consulting Agreement (the “Agreement”) effective as of February 23, 2009 is entered into by and between Genetic Immunity LLC, (herein referred to as the “Company”) a Delaware Limited Liability Company having its principal offices at 8300 Greensboro Drive, Suite 800, McLean, Virginia 22102 and Power of the Dream ventures (herein referred to as the “Consultant”) having its principal place of business at 1095 Budapest, Soroksari ut 94-96, Hungary.
POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 June 1, 2007Power of the Dream Ventures Inc • November 14th, 2007 • Services-engineering services • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Dr Gabor Szilágyi (“Consultant” or “GSZ”) pursuant to which GSZ will serve as a the legal representative of the company with respect to its business matters in Hungary. The terms of this Agreement are as follows:
AMENDMENT NO. 1 TO LETTER CONSULTING AGREEMENT BY AND BETWEEN POWER OF THE DREAM VENTURES, INC. AND MR. GABOR SZILAGYILetter Consulting Agreement • September 5th, 2007 • Power of the Dream Ventures Inc • Blank checks
AMENDMENT NO. 1 dated June 6, 2007 (the “Amendment”) to Letter Consulting Agreement dated June 6, 2007 by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”) (the “Agreement”) and Dr. Gabor Szilágyi (“Consultant or GSZ”).
Syndicate AgreementSyndicate Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services
Vidatech Technológiai Kutató, Fejlesztő és Szolgáltató Kft. (1095 Budapest, Soroksári út 94-96., represented by KUN Dániel Jr., Managing Director),
AMENDMENT NO. 1 TO LETTER CONSULTING AGREEMENT BY AND BETWEEN POWER OF THE DREAM VENTURES, INC. AND MR. CHARLES MACHINLetter Consulting Agreement • September 5th, 2007 • Power of the Dream Ventures Inc • Blank checks
AMENDMENT NO. 1 dated June 4, 2007 (the “Amendment”) to Letter Consulting Agreement dated May 29, 2007 by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”) (the “Agreement”) and Mr. Charles Machin (“Consultant or CM”).
ContractPower of the Dream Ventures Inc • November 14th, 2007 • Services-engineering services • New York
AMENDMENT NO. 1 TO LETTER CONSULTING AGREEMENT BY AND BETWEEN POWER OF THE DREAM VENTURES, INC. AND MR. MIHALY ZALALetter Consulting Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services
AMENDMENT NO. 1 dated June 2, 2007 (the “Amendment”) to Letter Consulting Agreement dated June 1, 2007 by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”) (the “Agreement”) and Mr. Mihaly Zala (“Consultant or MZ”).
YA GLOBAL INVESTMENTS, LPPower of the Dream Ventures Inc • November 15th, 2010 • Services-engineering services
This letter is to confirm that we received your SEDA Termination Request letter dated September 24, 2010. Pursuant to the terms of the SEDA, the SEDA will officially be terminated 15 trading days from the date of your notice, on or about October 15, 2010.
POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 May 29, 2007Consulting Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Mr. Gabor Kolossvary (“Consultant” or “GK”) pursuant to which GK will serve as a business consultant to the Company with respect to its business matters. The terms of this Agreement are as follows:
Utilisation AgreementAgreement • March 20th, 2009 • Power of the Dream Ventures Inc • Services-engineering services
(1095 Budapest, Soroksári út 94-96., company registration number: 01-09-870107, represented by ROZSNYAY Viktor and KUN Dániel Jr, Managing Directors), as Patent Holder,
INVENTION TRANSFER AGREEMENT ANNEX NO. 1, PART 2, FORMING THE INSEPARABLE PART OF THE INVENTION TRANSFER AGREEMENTInvention Transfer Agreement • January 18th, 2008 • Power of the Dream Ventures Inc • Services-engineering services
Dated 13 August 2007 (hereinafter: Agreement), entered into by and between KALMÁR NAGY Imre (residential address: 1022 Budapest, Alsótörökvész út 14., mother’s name: DUBECZ Margit)
AMENDMENT NO. 1 TO LETTER CONSULTING AGREEMENT BY AND BETWEEN POWER OF THE DREAM VENTURES, INC. AND MR. GABOR KOLOSSVARYLetter Consulting Agreement • September 5th, 2007 • Power of the Dream Ventures Inc • Blank checks
AMENDMENT NO. 1 dated May 29, 2007 (the “Amendment”) to Letter Consulting Agreement dated May 29, 2007 by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”) (the “Agreement”) and Gabor Kolossvary (“Consultant or GK”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2007 • Power of the Dream Ventures Inc • Blank checks
POWER OF THE DREAM VENTURES, INC.Power of the Dream Ventures Inc • March 31st, 2010 • Services-engineering services • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Mrs. Berta Olah (“Consultant” or “BO”) pursuant to which BO will serve as a business and financial consultant to the Company with respect to its business and financial matters. The terms of this Agreement are as follows:
POWER OF THE DREAM VENTURES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services • New York
This Restricted Stock Agreement (this “Agreement”) is entered into as of the ____ day of ________, 2007, by and between Power of the Dream Ventures, Inc., a Delaware corporation (“Company”), and ____________________ (“Grantee”).
AMENDMENT NO. 1 TO LETTER CONSULTING AGREEMENT BY AND BETWEEN POWER OF THE DREAM VENTURES, INC. AND MR. MIHALY ZALALetter Consulting Agreement • September 5th, 2007 • Power of the Dream Ventures Inc • Blank checks
AMENDMENT NO. 1 dated June 2, 2007 (the “Amendment”) to Letter Consulting Agreement dated June 1, 2007 by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”) (the “Agreement”) and Mr. Mihaly Zala (“Consultant or MZ”).
POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 May 29, 2007Consulting Agreement • September 5th, 2007 • Power of the Dream Ventures Inc • Blank checks • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Mr. Gabor Kolossvary (“Consultant” or “GK”) pursuant to which GK will serve as a business consultant to the Company with respect to its business matters. The terms of this Agreement are as follows:
POWER OF THE DREAM VENTURES, INC.Power of the Dream Ventures Inc • November 14th, 2007 • Services-engineering services • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Mr. Eugene L. Guhne (“Consultant” or “GG”) pursuant to which GG will serve as a business and financial consultant to the Company with respect to its business and financial matters. The terms of this Agreement are as follows:
YA GLOBAL INVESTMENTS, LPPower of the Dream Ventures Inc • October 21st, 2010 • Services-engineering services
This letter is to confirm that we received your SEDA Termination Request letter dated September 24, 2010. Pursuant to the terms of the SEDA, the SEDA will officially be terminated 15 trading days from the date of your notice, on or about October 15, 2010.
LEASE AGREEMENTLease Agreement • December 21st, 2007 • Power of the Dream Ventures Inc • Services-engineering services
Entered into by and between LÍRA Épületgépészeti Szerelő és Szolgáltató Kft. (1095 Bp. Soroksári út 94-96., company registration number: 01-09-072353., tax number: 10706587-2-43), hereinafter Lessor, on the one hand, and Vidatech Technológiai Kutató, Fejlesztő és SzolgáltatóKft. (1095 Budapest, Soroksári út 94-96., tax number: 13727626-2-43, company registration number: 01-09-870107), hereinafter: Lessee, as follows:
POWER OF THE DREAM VENTURES, INC. Soroksari ut 94-96 Hungary Tel: +36-1-456-6061 Fax: +36-1-456-6062 June 1, 2007Power of the Dream Ventures Inc • September 5th, 2007 • Blank checks • New York
This letter (this “Agreement”) constitutes the agreement between Power of the Dream Ventures, Inc., a Delaware corporation and Mr. Mihaly Zala (“Consultant” or “MZ”) pursuant to which MZ will serve as a the legal representative of the company with respect to its business matters in Hungary. The terms of this Agreement are as follows:
ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • October 4th, 2012 • Power of the Dream Ventures Inc • Services-engineering services • Delaware
This ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on this 28th day of September, 2012, by and among Power of the Dream Ventures, Inc., a Delaware corporation (the “Parent”), Power of the Dream Ventures Acquisition Corp., a Delaware corporation (the “Merger Sub”), which is a wholly owned subsidiary of Parent, and Genetic Immunity, Inc., a Delaware corporation (“Genetic Immunity”).
Annex No. 1 forming the inseparable part of the Invention Transfer AgreementPower of the Dream Ventures Inc • March 31st, 2008 • Services-engineering services
The Invention Transfer Agreement dated 26 October 2007 (hereinafter: Agreement), entered into by and between BURESCH Ottó (residential address: 2040 Budaörs, Ébner György köz 2/1., mother’s name: ERTL Etelka)
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • November 14th, 2011 • Power of the Dream Ventures Inc • Services-engineering services • Delaware
Equity Exchange Agreement dated as of October 26, 2011 (this “Agreement”) by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”), and each of Messrs. Viktor Rozsnyay (“Rozsnyay”) and Daniel Kun, Jr. (“Kun”).
ContractSecurities Exchange Agreement • November 14th, 2007 • Power of the Dream Ventures Inc • Services-engineering services
