Exhibit 10.7 ------------ EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made as of this 10 day of August, 1999 (the "Effective Date"), by and between BSD Medical Corporation, a Delaware corporation (the "Company"), and Hyrum...Employment Agreement • January 27th, 2004 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
Exhibit 10.5 ------------ LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into this 5th day of December , 1997, by and between Alcoh Development, Inc., a Utah corporation, Alan S. Cohen, Orlene H. Cohen, and Reelman Investments, L.C., a Utah...Lease Agreement • January 27th, 2004 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
STOCK PURCHASE AGREEMENT dated as of October 31, 1997 by and among THERMATRX, INC., BSD MEDICAL CORPORATION, ORACLE STRATEGIC PARTNERS, L.P., and CHARLES MANKER STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement") dated as of October...Stock Purchase Agreement • December 10th, 1998 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware
ANDAgreement and Plan of Merger • July 7th, 2004 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Minnesota
Exhibit 10.10 ------------- AGENCY AGREEMENT ------------------- Nucletron B.V. The "Agent"Agency Agreement • January 27th, 2004 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
WARRANT TO PURCHASE COMMON STOCK OF BSD MEDICAL CORPORATIONBSD Medical Corp • December 22nd, 2003 • Electromedical & electrotherapeutic apparatus • Delaware
Exhibit 99.1 ------------ EXECUTION COPY AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2003 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2014 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2014, between BSD Medical Corporation, 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”).
FORM OF COMMON STOCK PURCHASE WARRANTBSD Medical Corp • June 26th, 2014 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 December __, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BSD Medical Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
EXHIBIT 4.2 -----------Securities Purchase Agreement • December 1st, 2003 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2013 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 9, 2013, is by and among BSD Medical Corporation, a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WITNESSETH:Independent Contractor Agreement • May 2nd, 2007 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
Consulting Agreement This agreement ("Agreement") is made and entered into as of July 1st 2000, by and between de Jong & Associates, Inc., a California Corporation ("Consultant"), and BSD Medical Corporation, Inc. ("Company") a Delaware corporation....Consulting Agreement • July 19th, 2000 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • California
Perseon Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Perseon Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [·] shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (“Common Stock”) and warrants for the right to purchase [·] shares of Common Stock (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional [·] shares of Common Stock (the “Option Shares”) and/or warrants to purchase up to an additional [·] shares of Common Stock (the “Option Warrants,” and collectively with the Firm Warrants, the “Warrants”) for the purpo
PLACEMENT AGENCY AGREEMENT April 9, 2013Placement Agency Agreement • April 9th, 2013 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • New York
PERSEON CORPORATION And OTC STOCK TRANSFER, INC. WARRANT AGREEMENT Dated as of [________], 2015Warrant Agreement • July 28th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____________], 2015 is by and between Perseon Corporation, a Delaware corporation (the “Company”), and OTC Stock Transfer, Inc., a Utah corporation, as warrant agent (the “Warrant Agent”, also collectively referred to herein as the “Transfer Agent,” and subject to the appointment of a successor Warrant Agent pursuant to Section 7.3).
Exhibit 10.8 ------------ BSD MEDICAL CORPORATION EMPLOYEE AGREEMENTEmployee Agreement • January 27th, 2004 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus
FORM OF WARRANT BSD MEDICAL CORPORATION WARRANT TO PURCHASE COMMON STOCKBSD Medical Corp • April 9th, 2013 • Electromedical & electrotherapeutic apparatus • New York
BSD Medical Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the six (6) month and one (1) day anniversary of the Issuance Date (the “Initial Exercise Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitaliz
AGREEMENT AND PLAN OF MERGER among GALIL MEDICAL, INC. GALIL MERGER SUB, INC. and PERSEON CORPORATION Dated as of October 26, 2015Agreement and Plan of Merger • October 27th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 26, 2015, between Galil Medical, Inc., a Delaware corporation (“Parent”), Galil Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”) and Perseon Corporation, a Delaware corporation (the “Company”).
At-the-Market Issuance Sales AgreementSales Agreement • May 9th, 2014 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • New York
BSD Medical Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus • Utah
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of April 1, 2015 (the “Effective Date”), by and between Perseon Corporation, a Delaware corporation (the “Company”) and Brian Meltzer, an individual (the “Executive”). The Company and the Executive are referred to herein collectively as the “Parties” and may be referred to herein individually as a “Party”.
COMMON STOCK PURCHASE WARRANT PERSEON CORPORATIONPerseon Corp • July 27th, 2015 • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (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 that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement No. 333-203592 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Perseon Corporation, a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, 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).
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2014 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
THIS AGREEMENT is made and shall be effective as of September 16, 2014 (the “Effective Date”), by and between BSD Medical Corporation, a Delaware corporation (“BSD” or the “Company”) and William S. Barth, an individual and resident of the state of Utah (the “Executive”). The Company and the Executive are referred to herein collectively as the “Parties” and may be referred to herein individually as a “Party”.
AGREEMENTAgreement • January 27th, 2004 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • November 5th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus
This Mutual Confidentiality Agreement (“Agreement”) is entered into effective as of March 16, 2015 (the “Effective Date”) by and between Galil Medical, Inc., and Perseon Corporation, a Delaware corporation. The parties wish to protect and preserve the confidential and/or proprietary nature of information and materials that may be disclosed or made available to each other in connection with certain discussions, negotiations or dealings between the parties relating to one or more possible business transactions or business relationships (the “Purpose”). In consideration of the foregoing and the rights and obligations set forth herein, both parties hereby agree as follows:
CONFIDENTIAL June 20, 2014BSD Medical Corp • June 26th, 2014 • Electromedical & electrotherapeutic apparatus • New York
BSD MEDICAL CORPORATION Common Stock (par value $0.001 per share) Termination of At-the-Market Issuance Sales AgreementBSD Medical Corp • June 23rd, 2014 • Electromedical & electrotherapeutic apparatus
BSD MEDICAL CORPORATIONBSD Medical Corp • April 8th, 2009 • Electromedical & electrotherapeutic apparatus • Utah
BSD Medical Corporation (the “Company”), is excited about the opportunity to work with you. We feel that your experience and expertise will quickly make you an asset to our team. Therefore, we are pleased to offer you employment on the following terms:
an attorney or other counsel of your choice prior to signing this Agreement. SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSSeparation Agreement • January 9th, 2013 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into by and between BSD Medical Corporation (the “Company”) and Dennis Gauger, an individual (“Employee”, “I,” or “me”).
Mr. Harold R. Wolcott, President and CEO BSD Medical Corporation Salt Lake City, Utah 84119 Dear Mr. Wolcott:Letter Agreement • April 29th, 2014 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
This Letter Agreement will set forth and confirm the agreement which has been reached between you and BSD Medical Corporation (the “Company”) in regard to a severance benefit, supplementary to those provided in the Employment Agreement, dated as of May 22, 2013 between yourself and the Company (the “Employment Agreement”), that will be paid to you by the Company in the event that you cease to serve as the President and Chief Executive Officer of the Company. It is specifically agreed that the severance benefit provided for in this Letter Agreement will supersede the provisions of Section 6.5 of the Employment Agreement and, in the event that there is a conflict between the terms of this Letter Agreement and the Employment Agreement in regard to any severance benefit due to you as the result of your ceasing to serve as the President and Chief Executive Officer of the Company, the terms of this Letter Agreement shall govern for all purposes. All capitalized terms used in this Letter Agre
BSD MEDICAL CORPORATION EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • April 9th, 2009 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware
This Exclusive Distribution Agreement is made and entered into this 14th day of May 2008 by and between Sennewald/Medizin-Technik GmbH, hereinafter referred to as "DISTRIBUTOR"), a company organized and existing under the laws of the Federal Republic of Germany and having a principal place of business at Schatzbogen 86, 81829 Munich, Germany and BSD Medical Corporation, a Delaware Corporation, (hereinafter referred to as "MANUFACTURER") having a principal place of business at 2188 West 2200 South, Salt Lake City, Utah 84119 U.S.A.
Sublease Agreement between the Company and EnergySolutions, LLC SUBLEASE AGREEMENTSublease Agreement • July 16th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus • Utah
SETTLEMENT AGREEMENTSettlement Agreement • June 23rd, 2014 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • New York
This SETTLEMENT AGREEMENT (the “Agreement”), dated as of June 20, 2014, is by and between BSD Medical Corporation, a Delaware corporation (the “Company”), and Cranshire Capital Master Fund, Ltd. (“Cranshire”).
CONSULTING AGREEMENTConsulting Agreement • November 13th, 2014 • BSD Medical Corp • Electromedical & electrotherapeutic apparatus • Utah
THIS CONSULTING AGREEMENT (“Agreement”) is made and shall be effective as of the 10th day of November, 2014 (the “Effective Date”), by and between BSD Medical Corporation, a Delaware Corporation (“BSD” or the “Company”) and Harold R. Wolcott, an individual and resident of the State of Utah (“Wolcott” or the “Consultant”). BSD and Wolcott are referred to herein collectively as the “Parties,” and individually as a “Party.”
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • January 28th, 2016 • Perseon Corp • Electromedical & electrotherapeutic apparatus • Utah
This Sublease Termination Agreement (this “Agreement”) is dated as of January 21, 2016 and is by and between EnergySolutions, LLC (“Sublessor”) and Perseon Corporation (“Sublessee”).
