SIGNPATH PHARMA INC. Private Placement of Units PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York
SignPath Pharma Inc., a Delaware corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, a $3,000,000 no minimum basis (the Maximum Offering”) of units (“Units”), with a $2,000,000 Over-Subscription Option. Each Unit offered at $1,000 consists of (i) one share of Series D Convertible Preferred Stock convertible into 500 shares of Common Stock issuable at $2.00 per share, and (ii) Class D Warrants exercisable at $3.00 per share (the “Warrants”) to purchase an aggregate of 125 shares of Common Stock. The Units are being offered during an offering period commencing on the date hereof and expiring December 16, 2014 [90 days from the date the Offering commences], unless mutually extended or terminated by the Company and Meyers Associates L.P. (“Meyers” or the “Placement Agent”), or earlier if all of the Units are sold (
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the "Agreement") is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 ("JHU”) and Signpath Pharma, ("LICENSEE"), a Pennsylvania co oration having an address at 1375 California Road, Quakertown, PA 18951 and is effective on the 5th day of June 2013 ("EFFECTIVE DATE"), but If none stated, then on the date of the last signature affixed.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Texas
This Sponsored Research Agreement (the "Agreement") is made between the University of North Texas Health Science Center at Fort Worth, ("University"), a component institution of the University of North Texas System ("System"), and SignPath Pharmaceuticals, Inc. a Delaware corporation with its principal place of business at 1375 California Road, Quakertown. PA 18951 ("Sponsor").
Amendment IIISignPath Pharma, Inc. • April 9th, 2015 • Pharmaceutical preparations
Amendment IISignPath Pharma, Inc. • April 9th, 2015 • Pharmaceutical preparations
Sponsored Research Agreement AMENDMENT 1Sponsored Research Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations
This Amendment is made this 18th day of July, 2014, between the University of North Texas Health Science Center (“Institution”), with an address at 3500 Camp Bowie Boulevard, Fort Worth, Texas 76107, and SignPath Pharmaceuticals, Inc. (“Sponsor”), with an address at 1375 California Road, Quakertown, PA 18951 to the Sponsored Research Agreement effective August 1, 2013 (the “Agreement”).
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Texas
This Patent and Technology License Agreement ("AGREEMENT") is made on this 25th day of November 2013, by and between THE UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER at FORT WORTH (UNTHSC), a State of Texas institution of higher education, whose address is 3500 Camp Bowie Blvd. Fort Worth, Texas 76107-2699, and SIGNPATH PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business located at 1375 California Road Quakertown, PA 18951 ("SIGNPATH").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of the 12th day of December, 2014 (the “Effective Date”), by and between SIGNPATH PHARMA INC., a Delaware corporation (the “Company”), and DR. LAWRENCE HELSON (the “Employee”).
CLASS D COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of SIGNPATH PHARMA INC.SignPath Pharma, Inc. • April 9th, 2015 • Pharmaceutical preparations • Delaware
THIS CLASS D COMMON STOCK PURCHASE WARRANT (this “Warrant”) CERTIFIES that, for value received, [ ] (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 of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on the seven-year anniversary of the Effective Date (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from SignPath Pharma Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.00 subject to adjustment hereunder.
