GelTech Solutions, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 12th, 2015 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 11, 2015, by and between GELTECH SOLUTIONS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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PURCHASE AGREEMENT
Purchase Agreement • August 12th, 2015 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of August 11, 2015, by and between GELTECH SOLUTIONS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

COMMON STOCK PURCHASE WARRANT GELTECH SOLUTIONS, INC.
GelTech Solutions, Inc. • September 7th, 2010 • Plastic material, synth resin/rubber, cellulos (no glass)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lincoln Park Capital Fund, LLC (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 September 1, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from GELTECH SOLUTIONS, INC., a Delaware corporation (the “Company”), up to 200,000 shares (the “Warrant Shares”) of 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).

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GELTECH SOLUTIONS, INC.
GelTech Solutions, Inc. • May 13th, 2011 • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS IS TO CERTIFY that, for value received, Michael Reger, his successors and assigns (collectively, the “Holder”), are entitled to purchase, subject to the terms and conditions hereinafter set forth, _______ shares of GelTech Solutions, Inc., a Delaware corporation (the “Company”) common stock, $0.001 par value per share (the “Common Stock”) and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $_____ per share, subject to adjustment as provided below (the “Exercise Price”).

PURCHASE AGREEMENT
Purchase Agreement Purchase Agreement • September 7th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2010, by and between GELTECH SOLUTIONS, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

PURCHASE AGREEMENT
Purchase Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2010, by and between GELTECH SOLUTIONS, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

Date: May 20, 2010 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GELTECH SOLUTIONS, INC.
GelTech Solutions, Inc. • September 28th, 2010 • Plastic material, synth resin/rubber, cellulos (no glass)

THIS IS TO CERTIFY that, for value received, Michael Reger, his successors and assigns (collectively, the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, 150,000 shares of GelTech Solutions, Inc., a Delaware corporation (the “Company”) common stock, $0.001 par value per share (“Common Stock”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $1.50 per share, subject to adjustment as provided below (the “Exercise Price”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 20th, 2007 • GelTech Solutions, Inc.

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of this 18th day of December, 2006, between Gel Tech Solutions, Inc., a Florida corporation (the “Company”), and Peter Cordani (the “Executive”).

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GELTECH SOLUTIONS, INC.
GelTech Solutions, Inc. • September 21st, 2015 • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS IS TO CERTIFY that, for value received, Michael Reger, its successors and assigns (collectively, the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, __________ shares of GelTech Solutions, Inc., a Delaware corporation (the “Company”) common stock, $0.001 par value per share (the “Common Stock”) and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $2.00 per share of Common Stock. The exercise of this Warrant, in whole or in part, must be made into a whole number of shares of Common Stock.

EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2011 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of March 10, 2011, between GelTech Solutions, Inc., a Delaware corporation (the “Company”), and Peter Cordani (the “Executive”).

PURCHASE AGREEMENT
Purchase Agreement • January 6th, 2012 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of January 4, 2012, by and between GELTECH SOLUTIONS, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • September 28th, 2012 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 1, 201_ (the “Grant Date”) between GelTech Solutions, Inc. (the “Company”) and _________ (the “Optionee”).

DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Director Non-Qualified Stock Option Agreement • September 28th, 2009 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of this 25th day of September, 2008 between GelTech Solutions, Inc. (the “Company”) and ____________ (the “Director”), a member of the Company’s board of directors (the “Board”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 28th, 2017 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of ____________ (the “Grant Date”) between GelTech Solutions, Inc. (the “Company”) and ______________ (the “Optionee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 28th, 2017 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of _________, 2017, by and between GelTech Solutions, Inc., a Delaware corporation (the “Company”), and ___________________(the “Indemnitee”) and replaces any and all Indemnification Agreements previously entered into between the Parties:

GELTECH SOLUTIONS, INC. Jupiter, FL 33458 March 17, 2008
GelTech Solutions, Inc. • September 29th, 2008 • Plastic material, synth resin/rubber, cellulos (no glass)

This acknowledges that GelTech Solutions, Inc. (“GelTech” or the “Company”) has agreed to modify the Employment Agreement dated September 15, 2006, by and between you (the “Executive”) and GelTech (the “Agreement”) to reflect the following:

CREDIT ENHANCEMENT AND FINANCING SECURITY AGREEMENT
Credit Enhancement and Financing Security Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

THIS CREDIT ENHANCEMENT AND FINANCING SECURITY AGREEMENT (the "Agreement") is made as of May 20, 2010 (the "Effective Date"), by and between GelTech Solutions, Inc., a Delaware corporation (the "Company"), and Michael Reger (the "Reger").

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR...
Exclusive Distributor Agreement • March 21st, 2012 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

THIS AGREEMENT is made between TFISA, LLC., a limited liability company organized under the laws of the state of Delaware with its principal place of business at 950 Peninsula Corporate Center, Boca Raton, FL 33487, hereinafter referred to as “Distributor”, and FireIce Gel, Inc., a corporation organized under the laws of the state of Florida with its principal place of business at 1460 Park Lane South, Suite 1, Jupiter, FL 33458, hereinafter referred to as “Manufacturer” in accordance with the following terms and conditions which constitute the entire Agreement between the parties.

CREDIT ENHANCEMENT AND FINANCING SECURITY AGREEMENT
Credit Enhancement and Financing Security Agreement • September 28th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

THIS CREDIT ENHANCEMENT AND FINANCING SECURITY AGREEMENT (the "Agreement") is made as of May 20, 2010 (the "Effective Date"), by and between GelTech Solutions, Inc., a Delaware corporation (the "Company"), and Michael Reger (the "Reger").

STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • September 21st, 2015 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) entered into as of August 13, 2013 (the “Grant Date”) between GelTech Solutions, Inc. (the “Company”) and Daniel Simon (the “Recipient”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 14th, 2011 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
Employee Non-Qualified Stock Option Agreement • September 28th, 2012 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of ______, 2011 (the “Grant Date”) between GelTech Solutions, Inc. (the “Company”) and _________ (the “Optionee”).

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REFERRAL AGREEMENT
Referral Agreement • May 15th, 2008 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

This Referral Agreement (the “Agreement”) is entered into as of March 17, 2008 by and between Michael R. Donn, Sr. (“Donn”) and GelTech Solutions Inc., a Delaware corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2013 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of October 1, 2012, between GelTech Solutions, Inc., a Delaware corporation (the “Company”), and Jerome B. Eisenberg (the “Executive”).

FINANCIAL COMMUNICATIONS CONSULTING AGREEMENT
Financial Communications Consulting Agreement • September 29th, 2008 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

This consulting agreement ("Agreement"), effective as of July 21, 2008, is entered by and between GelTech Solutions, Inc. a Delaware corporation ("the Company or “Company") and Wall Street Resources, Inc., a Florida corporation ("Consultant").

GELTECH SOLUTIONS, INC.
Letter Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

This letter agreement (the “Agreement”) documents our understanding regarding amending that certain Purchase Agreement dated September 1, 2010 (the “Purchase Agreement”) between Lincoln Park Capital Fund, LLC and GelTech Solutions, Inc. (the “Company”). This Agreement hereby amends the Purchase Agreement by deleting the following from Section 11(a) of the Purchase Agreement:

REVOLVING LINE OF CREDIT AGREEMENT
Credit Agreement • November 13th, 2008 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

This Revolving Line of Credit Agreement (the “Credit Agreement”) is made as of August 5, 2008, between GelTech Solutions, Inc., a Delaware corporation (the “Borrower”), and Michael Reger (the “Lender”).

GELTECH SOLUTIONS, INC.
GelTech Solutions, Inc. • May 15th, 2008 • Plastic material, synth resin/rubber, cellulos (no glass)

This acknowledges that GelTech Solutions, Inc. (“GelTech” or the “Company”) has agreed to modify the Employment Agreement dated _______, by and between you (the “Executive”) and GelTech (the “Agreement”) to reflect the following:

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • May 13th, 2013 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of February 8, 2013 (the “Effective Date”), by and between Joseph Ingarra (the “Employee”) and GelTech Solutions, Inc. (the “Employer” or the “Company”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • September 28th, 2011 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the date set forth on Schedule A (the “Grant Date”) between GelTech Solutions, Inc. (the “Company”) and the individual listed on Schedule A (the “Optionee”).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 11th, 2013 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware

This Restricted Stock Unit Agreement (this “Agreement”), entered into as of November 14, 2012 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by GelTech Solutions, Inc., a Delaware corporation (the “Company”), to Jerome B. Eisenberg (the “Recipient”) under the 2007 Equity Incentive Plan (the “Plan”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2013 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
THE SECOND AMENDMENT TO THE SECURED REVOLVING CONVERIBLE PROMISSORY NOTE
GelTech Solutions, Inc. • March 28th, 2017 • Plastic material, synth resin/rubber, cellulos (no glass)

This Second Amendment To The Secured Revolving Convertible Promissory Note (the “Amendment”) is entered into as of September 27, 2016 by and between GelTech Solutions, Inc. (the “Borrower”) and Michael L. Reger (the “Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2007 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
REVOLVING LINE OF CREDIT AGREEMENT
Revolving Line of Credit Agreement • November 13th, 2008 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

This Revolving Line of Credit Agreement (the “Agreement”) is made on September 11, 2008, between GelTech Solutions, Inc., a Delaware corporation (the “Borrower”), and Michael Reger (the “Lender”).

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