Exhibit 10.105 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made as of January 27, 2003 by and among Healthcare Investors of America, Inc., a Maryland corporation (the "Corporation"), and Aries Capital Partners, LLC...Stock Purchase Agreement • April 1st, 2003 • Healthcare Investors of America Inc • Real estate investment trusts • Arizona
Exhibit 10.1 SUBSCRIPTION AGREEMENT PRIVATE PLACEMENT OF UP TO FIVE HUNDRED THOUSAND DOLLARS ($500,000) BRIDGE LOAN HOW TO SUBSCRIBE The minimum investment which must be made by any subscriber is $50,000 in the form of a Note (individually, the "Note"...Subscription Agreement • June 21st, 2006 • Reit Americas, Inc. • Real estate investment trusts • Delaware
COMMON STOCK PURCHASE WARRANT OFReit Americas, Inc. • May 2nd, 2006 • Real estate investment trusts • Florida
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September ________, 2005, by and between REIT Americas, Inc., a Maryland corporation (the "Company"), and those purchasers...Registration Rights Agreement • June 21st, 2006 • Reit Americas, Inc. • Real estate investment trusts • Florida
COMMON STOCKReit Americas, Inc. • June 21st, 2006 • Real estate investment trusts • Florida
SUBSCRIPTION AGREEMENT PRIVATE PLACEMENT OF UP TO FIVE HUNDRED THOUSAND DOLLARS ($500,000) BRIDGE LOAN HOW TO SUBSCRIBE The minimum investment which must be made by any subscriber is $______ in the form of a Note (individually, the "Note" and...Subscription Agreement • May 2nd, 2006 • Reit Americas, Inc. • Real estate investment trusts
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE...Warrant • May 15th, 2006 • Reit Americas, Inc. • Real estate investment trusts • Florida
EXHIBIT 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF OCTOBER 28, 2003 by and between Healthcare Investors of America, Inc.Membership Interest Purchase Agreement • November 14th, 2003 • Healthcare Investors of America Inc • Real estate investment trusts • Maryland
Exhibit 10.4 TERMINATION AGREEMENT AND RELEASE This Termination Agreement dated March ___, 2006, by and between REIT Americas, Inc., a Maryland corporation (the "REIT") and Mortgage Capital Corporation of America, LLC, an Arizona limited liability...Termination Agreement and Release • June 21st, 2006 • Reit Americas, Inc. • Real estate investment trusts • Florida
Exhibit 10.3 WAIVER AND RELEASE This Agreement is entered into as of February 28, 2006 by Alan S. Fishbone ("Holder") in favor of REIT AMERICAS INC., a Maryland Corporation ("BORROWER"), with respect to the following: A. Holder and Borrower have...Waiver and Release • June 21st, 2006 • Reit Americas, Inc. • Real estate investment trusts • Florida
Signature Page Follows]Agreement and Plan of Merger • April 4th, 2008 • Reit Americas, Inc. • Real estate investment trusts • New York
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as a document under seal as of the date first above written.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 17th, 2007 • Reit Americas, Inc. • Real estate investment trusts • New York
FINANCIAL ADVISORY AND CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of August 2005 between REIT Americas, Inc., 2960 N. Swan Rd., Suite 300, Tucson AZ 85712 (the "Company"), and Dawson James Securities,...Financial Advisory and Consulting Agreement • May 2nd, 2006 • Reit Americas, Inc. • Real estate investment trusts • Florida
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 19th, 2007 • Reit Americas, Inc. • Real estate investment trusts • Delaware
This Agreement and Plan of Merger (this “Merger Agreement”), is entered into as of July 13, 2007, between REIT Americas, Inc., a Maryland corporation (“RAI”), and Virium Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of RAI (“Subsidiary”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2006 • Reit Americas, Inc. • Real estate investment trusts • Maryland
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGEREmployment Agreement • December 17th, 2007 • Reit Americas, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT, dated as of December 12, 2007 (this “Second Amendment”), amends the Agreement and Plan of Merger, dated as of May 25, 2007 (the “Merger Agreement”), by and among Virium Pharmaceuticals Inc., a New York corporation (the “Company”), REIT Americas, Inc., a Maryland corporation (“RAI”), Virium Pharmaceuticals, Inc., a Delaware corporation and direct, wholly-owned subsidiary of RAI (“Pharmaceuticals”) and Virium Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Pharmaceuticals (“Merger Sub”). Terms not otherwise defined herein which are defined in the Merger Agreement shall have the same respective meanings herein as therein.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VIRIUM PHARMACEUTICALS INC., REIT AMERICAS, INC., VIRIUM PHARMACEUTICALS, INC. (DELAWARE) AND VIRIUM MERGER SUB, INC. DATED AS OF MAY 25, 2007Agreement and Plan of Merger • June 1st, 2007 • Reit Americas, Inc. • Real estate investment trusts • New York
Signature Page Follows]Merger Termination and Release Agreement • April 23rd, 2008 • Reit Americas, Inc. • Real estate investment trusts • New York
IN WITNESS WHEREOF, the parties hereto have executed this Merger Termination Agreement as a document under seal as of the date first above written.
