SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2006 • IQ Micro Inc. • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 12, 2005, by and among IQ MEDICAL CORP., a Colorado corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • February 8th, 2006 • IQ Micro Inc. • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2005, by and among IQ MEDICAL CORP., a Colorado corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • February 8th, 2006 • IQ Micro Inc. • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 12, 2005, by and between IQ MEDICAL CORP., a Colorado corporation with its principal place of business located at 500 Australian Avenue South, Suite 700, West Palm Beach, Florida 33401 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • February 8th, 2006 • IQ Micro Inc. • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2005 by and among IQ MEDICAL CORP., a Colorado corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • February 8th, 2006 • IQ Micro Inc. • New Jersey
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 30, 2005, by and between IQ MICRO INC., a Colorado corporation with its principal place of business located at 500 Australian Avenue South, Suite 700, West Palm Beach, Florida 33401 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
MANAGEMENT AGREEMENTManagement Agreement • February 8th, 2006 • IQ Micro Inc. • Florida
JOCHRI CONSULT AS, a company duly incorporated pursuant to the laws of Norway, having an office at Spurvestien 24, 3189 Horten, Norway.
MANAGEMENT AGREEMENTManagement Agreement • February 8th, 2006 • IQ Micro Inc. • British Columbia
WHEREAS the Company is a publicly traded corporation in the United States and the major shareholder of the Company is another Florida incorporated company, Osmotex (USA) Inc. which in turn is a wholly-owned subsidiary of a privately held corporation in Norway, Osmotex A/S, (“Osmotex”).
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • February 8th, 2006 • IQ Micro Inc. • Florida
THIS CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into on June 9, 2005 by and among IQ MEDICAL CORP., a Colorado corporation (“IQMC”), and OSMOTEX USA, INC., a Florida corporation (“Osmotex”). IQMC and Osmotex are collectively referred to herein as the “Parties”.
AMENDMENT TO FINANCING AND LISTING AGREEMENTFinancing and Listing Agreement • February 8th, 2006 • IQ Micro Inc.
THIS AMENDMENT TO FINANCING AND LISTING AGREEMENT (the “Agreement”) is made and entered into as of December 30, 2005 by and among IQ MICRO INC. (formerly IQ Medical Corp.), a Colorado corporation (“IQMC”), OSMOTEX USA, INC., a Florida corporation (“Osmotex”), and D.P. MARTIN & ASSOCIATES, INC., a Florida corporation (the “Finder”); collectively, the “Parties.”
AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • February 8th, 2006 • IQ Micro Inc. • Florida
This AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into on January 12, 2006 by and among OSMOTEX AS, a Norwegian corporation (“Licensor”), OSMOTEX USA, INC., a Florida corporation (“Licensee”) and IQ MICRO INC. (formerly IQ Medical Corp.), a Colorado corporation (“Sublicensee”).
AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • February 8th, 2006 • IQ Micro Inc.
THIS AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of January 12, 2006 by and among IQ MICRO INC. (formerly IQ Medical Corp.), a Colorado corporation (“IQMC”), and OSMOTEX USA, INC., a Florida corporation (“Osmotex”) (individually, the “Party” and collectively, the “Parties”).
FINANCING AND LISTING AGREEMENTFinancing and Listing Agreement • February 8th, 2006 • IQ Micro Inc. • Florida
THIS FINANCING AND LISTING AGREEMENT (the “Agreement”) is made and entered into on June 9, 2005 by and among IQ MEDICAL CORP., a Colorado corporation (“IQMC”), OSMOTEX USA, INC., a Florida corporation (“Osmotex”), and D.P. MARTIN & ASSOCIATES, INC., a Florida corporation (the “Finder”).
Hawk Associates, Inc. Key Largo, FL 33037 Tel: (305) 852-2383 Fax: (305) 852-2378Agreement • February 8th, 2006 • IQ Micro Inc. • Florida
AGREEMENT made as of August 1, 2005 (the “Effective Date”) between Hawk Associates. Inc., a Florida investor relations firm having its place of business at 227 Atlantic Blvd, Key Largo, FL 33037 (hereinafter referred to as “Hawk”) and IQ Micro with an address at 500 Australian Avenue South, Suite, 700, West Palm Beach, FL 33401 (herein after referred to as the “Company”).
PLAN OF MERGER ENCLAVE PRODUCTS, LTD.Plan of Merger • February 8th, 2006 • IQ Micro Inc. • Colorado
This Plan of Merger is dated the 29th day of March, 2004, by and between Enclave Products, Ltd. a Colorado corporation, involuntarily dissolved, hereinafter referred to as “Old” and Enclave Products, Ltd. a Colorado corporation in good standing, hereinafter referred to as “New.” The foregoing corporations are collectively referred to as “Constituent Entities.”
