Gelstat Corp Sample Contracts

Agreement ---------
Voting Agreement • May 9th, 2003 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
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LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.
Limited Liability Company Agreement • March 14th, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
RECITALS
Option Agreement • November 29th, 2002 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
AMENDMENT TO ASSET SALE AGREEMENT
Asset Sale Agreement • March 23rd, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.
Limited Liability • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
COMMON STOCK PURCHASE WARRANT
Gelstat Corp • October 12th, 2023 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [redacted], 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 six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 150,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of August 17, 2023, issued by the Company to the Holder.

GELSTAT CORP. SUBSCRIPTION AGREEMENT
Subscription Agreement • October 29th, 2021 • Gelstat Corp • Pharmaceutical preparations • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, SUBSCRIBERS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

AGREEMENT ---------
Interest Redemption Agreement • March 26th, 2003 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Wisconsin
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations • Florida

agrees to pay, perform, discharge, and satisfy, as and when due, all of the Assumed Liabilities. Seller and Buyer acknowledge and agree that Buyer assumes no Liability of Seller other than the Assumed Liabilities, and specifically does not assume the Excluded Liabilities, and the parties agree that all Liabilities of Seller (other than the Assumed Liabilities) shall remain the sole responsibility of Seller, and shall be paid, performed, discharged, and satisfied as and when due. Furthermore, nothing contained herein shall prevent Buyer from having the ability to contest any claim of Liability asserted by any Person other than Seller.

DUOS WARRANT AGREEMENT
Duos Warrant Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Duos Technologies, Inc, a Florida company, 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 six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 55,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of June 28, 2023, issued by the Company to the Holder.

AGREEMENT OF MEGER AND PLAN OF MERGER AND REORGANIZATION
Agreement of Meger And • October 29th, 2021 • Gelstat Corp • Pharmaceutical preparations

This Agreement of Merger and Plan of Merger and Reorganization (this “Agreement”) is made as of this 17th day of September 2010, by and between GelStat Corporation (“Gel-MN”) (a Minnesota corporation) and GelStat Corporation (“Gel-DE”) (a Delaware corporation), (together, the “Constituent Corporations”).

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Exhibit 10.5 EMPLOYMENT AGREEMENT BY AND BETWEEN ERLAN SAGADIEV AND DEVELOPED TECHNOLOGY RESOURCE, INC.
Employment Agreement • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Minnesota
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.
Company Agreement • April 21st, 2000 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
SHARE TRANSFER
Share Transfer • April 23rd, 1997 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOODMASTER INTERNATIONAL L.L.C.
Limited Liability • November 25th, 1998 • Developed Technology Resource Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware
AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION
Agreement of Merger And • October 5th, 2012 • Gelstat Corp • Pharmaceutical preparations

This Agreement of Merger and Plan of Merger and Reorganization (this “Agreement”) is made as of this 17th day of September 2010, by and between GelStat Corporation (“Gel-MN”) (a Minnesota corporation) and GelStat Corporation (“Gel-DE”) (a Delaware corporation), (together, the “Constituent Corporations”).

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