Office Building LeaseOffice Building Lease • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
This Lease between Shupe Investments, LTD, a Utah Limited Partnership (“Landlord”) and TechniScan, INC, a Utah Corporation (“Tenant”), is dated April 11, 2008.
TECHNISCAN, INC. Lock-Up Agreement October 9, 2009Techniscan • October 16th, 2009 • Perfumes, cosmetics & other toilet preparations • Delaware
In connection with the undersigned’s ownership of the number of shares of common stock, par value $0.001 of TechniScan, Inc. (the “Company”) set forth below (each a “Security” and collectively, the “Securities”), the undersigned agrees that, commencing on the date hereof and during the period specified below (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, any of the Securities owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Locked-Up Shares”). The Securities are not “restricted securities” as defined in the Securities Act of 1933, as amended (the “Act”), and the rules promulgated thereunder, and have been registered for resale in open market transactions in accordance wi
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), dated as of October 9, 2009 (“Effective Date”), is by and between TECHNISCAN, INC., a Delaware corporation (the “Company”), and PCOF PARTNERS, LLC, a Delaware limited liability company (“Phoenix”).
EUROPEAN MARKET DEVELOPMENT AGREEMENT betweenEuropean Market Development Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations
Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)
February 4, 2002 Barry Hanover 2597 Sherwood Drive Salt Lake City, UT 84108 RE: Offer of Employment Dear Barry; TechniScan, Inc. (TSI) is pleased to offer you the position of Chief Operations Officer. The purpose of this letter is to outline the terms...Techniscan • October 16th, 2009 • Perfumes, cosmetics & other toilet preparations
This is intended to be the “beginning list” of job responsibilities that, with your input and direction, will grow over a very short period of time as the product develops.
VOTING AGREEMENTVoting Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York
This Voting Agreement (this “Agreement”) is made as of February 11, 2008, by and among TechniScan, Inc., a Utah corporation (the “Company”) and the purchasers of shares of the Company’s Series E Preferred Stock as listed or to be listed on Exhibit A attached hereto (the “Investors” or the “Voting Parties”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York
This Distribution Agreement (“AGREEMENT”), made this 11th day of February 2008 by and between TECHNISCAN, INC., a Utah corporation (hereinafter referred to as “SELLER”) and ESAOTE S.p.A., a corporation organised and existing under the laws of the Republic of Italy with its principal office at Via Siffredi 58, Genova, 16153 Italy (hereinafter referred to as “DISTRIBUTOR”)
TechniScan, Inc. SERIES E PREFERRED STOCK PURCHASE AGREEMENT February 11, 2008Series E Preferred Stock Purchase Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York
THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of February 11, 2008 by and between TechniScan, Inc., a Utah corporation (the “Company”), and Esaote, S.p.A., a company organized under the laws of the Republic of Italy (the “Purchaser”).
CONFIDENTIALITY, INVENTIONS ASSIGNMENT AND NON-COMPETITION AGREEMENTAssignment and Non-Competition Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
This Confidentiality, Inventions Assignment and Non-Competition Agreement (the “Agreement”) is made and entered into effective as of __________(the “Effective Date”), by and between TechniScan, Inc., a Utah corporation (the “Company”) and The Undersigned Employee (the “Promissor”).
AMENDMENT AND RESTATEMENT OF THE LICENSE AGREEMENT BETWEEN UNIVERSITY OF UTAH RESEARCH FOUNDATION AND TECHNISCAN, INC., SUCCESSOR-IN-INTEREST TO DR. STEVEN A. JOHNSON DATED AUGUST 28,1984License Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
THIS AMENDMENT AND RESTATEMENT, hereinafter referred to as “AGREEMENT,” of a certain License Agreement is made and is effective as of January 10, 2002, by and between the University of Utah Research Foundation, having a principal place of business at 615 Arapeen Dr., Suite 110, Salt Lake City, UT 84108, hereinafter referred to as “LICENSOR” and TECHNISCAN, INC., a Utah corporation, as successor in interest to STEVEN A. JOHNSON, having its principal place of business at 350 West 800 North, Suite 100, Salt Lake City, UT 84103, hereinafter referred to as “LICENSEE.”
AGREEMENT AND PLAN OF MERGER by and among TECHNISCAN, INC., a Utah corporation, CASTILLO, INC., a Delaware corporation, TECHNISCAN ACQUISITION, INC., a Utah corporation, and EMILIA OCHOA October 9, 2009Agreement and Plan of Merger • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 9, 2009 (the “Execution Date”), is entered into by and among TECHNISCAN, INC., a Utah corporation (“TechniScan”), CASTILLO, INC., a Delaware corporation (“Parent”), TECHNISCAN ACQUISITION, INC., a Utah corporation, which is a wholly owned Subsidiary of Parent (“Merger Sub”) and EMILIA OCHOA, an individual (“Parent Shareholder”).
General Consulting AgreementGeneral Consulting Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Indiana
This Agreement is by and between TechniScan Medical Systems, Inc., 1011 Murray Holladay Road, Suite 130, Salt Lake City, Utah 84117 (hereafter referred to as “Client”) and The Anson Group, L.L.C., (hereinafter referred to as “Anson”), 11460 N. Meridian Street, Suite 150, Carmel, Indiana 46032, a limited liability company organized under the Laws of Indiana.
Client Confidentiality & Non-Disclosure AgreementNon-Disclosure Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Indiana
This Agreement by and between TechniScan Medical Systems, Inc. (hereinafter referred to as “Client”) and The Anson Group, LLC (hereinafter referred to as “Anson”), shall govern the conditions of disclosure of confidential information relating to Client’s business (“the Information”). The Information includes all oral and written information, regardless of medium, disclosed to Anson by Client that is labeled or otherwise identified as confidential.
LEASE AGREEMENTLease Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this 1st day of September, 2003, by and between 1011 L.L.C., a Utah Limited Liability Company (the “Landlord”), and SafeScan Medical Systems, LLC., a Utah Limited Liability Company (the “Tenant”).
PLAN OF MERGERPlan of Merger • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
THIS PLAN OF MERGER (this “Plan”), dated as of October 9, 2009 (the “Execution Date”), is entered into by and among TECHNISCAN, INC., a Utah corporation (“TechniScan”) and TECHNISCAN ACQUISITION, INC., a Utah corporation (“Merger Sub”).
PLAN OF MERGERPlan of Merger • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware
THIS PLAN OF MERGER (this “Plan”), dated as of October 9, 2009 (the “Execution Date”), is entered into by and among CASTILLO, INC., a Delaware corporation (“Parent”) and TECHNISCAN, INC., a Utah corporation and wholly-owned subsidiary of Parent (“Subsidiary”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 4, 2009, by and between Castillo, Inc., a Delaware corporation (“Castillo-Delaware”), and Castillo, Inc., a Nevada corporation (“Castillo-Nevada”).
ORIGINAL EQUIPMENT MANUFACTURING AGREEMENT AND ENGINEERING SUPPORT AGREEMENT betweenOriginal Equipment Manufacturing Agreement and Engineering Support Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah
Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)
