EMPLOYMENT AGREEMENT — TAKATSEmployment Agreement • May 21st, 2010 • Imarx Therapeutics Inc • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”); Sycamore Films, Inc., a Nevada corporation (the “Subsidiary,” and collectively with the Purchaser, the “Companies,” and each individually, the “Company”) and Joseph Takats (the “Employee”).
JRT PLEDGE AND SECURITY AGREEMENTJRT Pledge and Security Agreement • May 21st, 2010 • Imarx Therapeutics Inc • Pharmaceutical preparations • California
THIS JRT PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Debtor”), and JRT Productions, Inc., a California corporation (the “Secured Party”), in connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”; the terms defined therein being used herein as therein defined) among Debtor and Sycamore Films, Inc., a Nevada corporation (the “Subsidiary”), on the one hand, and Target, Secured Party, Red Cat (collectively, “Sellers”), Scotti and Takats (collectively, “Shareholders”), on the other hand; and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), by and among the Debtor, on the one hand, and the Subsidiary and the Sellers, on the other hand.
SHAREHOLDERS AGREEMENTShareholders Agreement • May 21st, 2010 • Imarx Therapeutics Inc • Pharmaceutical preparations • California
THIS SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of May _____, 2010 is made and entered into by and among the following shareholders of ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”): Edward Sylvan, Terry Sylvan and Michael Doban (collectively, the “Sycamore Majority Shareholders”), JRT Productions, Inc., a California corporation (“JRT”), and Red Cat Productions, Inc., a California corporation (“Red Cat,” and together with JRT, the “Target Shareholders,” and together with Sycamore Shareholders, collectively the “Shareholders” and each individually, a “Shareholder”). The Shareholders enter into this Agreement connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”), and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”). Unless otherwise indicated, capitalized terms used and not otherwise defined herein shall have the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2010 • Imarx Therapeutics Inc • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser” or the “Issuer”); and JRT Productions, Inc., a California corporation, and Red Cat Productions, Inc., a California corporation (the “Sellers”), in connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”; the terms defined therein being used herein as therein defined) by and among Sycamore Films, Inc., a Nevada corporation (“Subsidiary”); Sweet Spot Productions, Inc., a California corporation (“Target”); JRT Productions, Inc., a California corporation, Red Cat Productions, Inc., a California corporation (“Red Cat”), Joseph Takats, and Donald J. Scotti, and ImaRx Therapeutics, Inc., a Delaware corporation and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), by and among Subsidiar
PROMISSORY NOTEImarx Therapeutics Inc • May 21st, 2010 • Pharmaceutical preparations
FOR VALUE RECEIVED, the undersigned (“Debtors”), hereby jointly and severally promise to pay to JRT Productions, Inc., a California corporation, or its assigns (“JRT”), the principal amount of $200,000.00 due to JRT by Debtors pursuant that certain Agreement and Plan of Merger, dated as of March 17, 2010 (the “Merger Agreement”; the terms defined therein are used herein as therein defined) and that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), on the following terms and conditions:
SUBLEASE AGREEMENTSublease Agreement • May 21st, 2010 • Imarx Therapeutics Inc • Pharmaceutical preparations • California
This Sublease (“Sublease”) dated for reference purposes only on January 1, 2010, by and between SONICPOOL, INC. a California corporation (“Landlord”), and SYCAMORE ENTERTAINMENT GROUP, INC a Nevada Corporation (“Tenant”), who agree as follows:
