InventaBioTech Inc. – Exhibit A NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT CONVERTIBLE PROMISSORY NOTE Effective Date: January __, 2019 U.S. $_________ (February 8th, 2019)
FOR VALUE RECEIVED, InventaBioTech Inc., a Colorado corporation (“Borrower” or “Company”), promises to pay to __________________________, or their successors or assigns (“Lender”), $__________ and any interest, fees, charges, and late fees accrued hereunder on the date that is one year after the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of twelve percent (12%) per annum from the Effective Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of January __, 2019 (the “Effective Date”). This Note is issued as part of the issuance of a series of notes of like terms (collectively, the “Notes”) in a private financing (the “Private Financing”) effected by Lender in accordance with the terms set forth in that certain Subscription Agreement dated January __, 2019, by and between Borrower and Lender (the “Subscription Agreement”) in co
InventaBioTech Inc. – Inventa 80Tcch Employment Agreement Title: Interim CEO at InventaBioTech. Employed Full Time and based in NY (no requirement to relocate to San Antonio). Note: The Interim CEO will to disclose his current Divine activities to allow him to carve out and continue these actives while functioning as a full time Inventa Biotech CEO. The position will require a board Duration: Until a permanent CEO is employed. Maximum duration of 6 months from date of signature. The agreement will be open for review at that time Release Agreement: As part of this employment agreement, the Company will provide the I (February 8th, 2019)
WESTMOUNTAIN Co – Contract (November 20th, 2018)
THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
WESTMOUNTAIN Co – SECURITIES PURCHASE AGREEMENT (November 20th, 2018)
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2018, by and between WESTMOUNTAIN COMPANY, a Colorado corporation, with headquarters located at 3463 Magic Drive, Suite 120, San Antonio, TX 78229 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
WESTMOUNTAIN Co – CYTOBIOSCIENCE INC. (August 24th, 2018)
We have audited the accompanying consolidated balance sheets of CytoBioscience, Inc. (the "Company") as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, changes in Stockholders' equity (deficit), and cash flows, for each year in the two‑year period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each year in the two‑year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
WESTMOUNTAIN Co – SECURITIES PURCHASE AGREEMENT (March 23rd, 2018)
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of the 26th day of February, 2018 by and among CytoBioscience, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature page hereto (each a "Purchaser" and together the "Purchasers").
WESTMOUNTAIN Co – Divine Capital Markets LLC Investment Banking Agreement (March 23rd, 2018)
The purpose of this letter agreement (this "Engagement Letter" or the "Agreement") is to set forth the terms and conditions pursuant to which Divine Capital Markets LLC ("Divine" or the "Placement Agent"), shall serve as the Placement Agent; in that capacity the Placement Agent shall introduce CYTOCENTRICS BIOSCIENCE INCORPORATED (the "Company") to one or more investors (each an "Introduced Investor") in connection with the proposed offering up to $ 5MM (the "Placement" or "Offering") of securities ("Securities") of the Company on a "best efforts" basis, subject to the terms and conditions of this Agreement.
WESTMOUNTAIN Co – AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among WESTMOUNTAIN COMPANY WASM ACQUISITION CORP. and CYTOBIOSCIENCE, INC. March 19, 2018 (March 23rd, 2018)
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on March 19, 2018, by and among WESTMOUNTAIN COMPANY, a Colorado corporation ("Parent"), WASM ACQUISITION CORP., a Colorado corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent, and CYTOBIOSCIENCE, INC., a company incorporated in the State of Delaware (the "Company").
Westmountain Asset Management Inc – CONVERSION AND TERMINATION AGREEMENT (August 11th, 2011)
THIS CONVERSION AND TERMINATION AGREEMENT ("Agreement"), dated as of the 29th day of June, 2010 (the "Effective Date"), is made and entered into by and among WestMountain Asset Management, Inc., a Colorado corporation (the "Company"), and BOCO Investments, LLC (the "Holder").
Westmountain Asset Management Inc – SERVICE AGREEMENT BETWEEN THE BOHEMIAN COMPANIES, LLC AND WESTMOUNTAIN ASSET MANAGEMENT, INC. (February 29th, 2008)
THIS SERVICE AGREEMENT (this “Agreement”) effective as of January 1, 2008 is made by and between BOHEMIAN COMPANIES, LLC, a Colorado limited liability company (the “Service Provider”), and WESTMOUNTAIN ASSET MANAGEMENT, INC. (the “Company”), a corporation formed pursuant to the laws of the State of Colorado.