0001144204-06-052972 Sample Contracts

Contract
3dicon Corp • December 15th, 2006 • California

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2006 • 3dicon Corp • California

Registration Rights Agreement dated as of November 3, 2006 (this “Agreement”) by and between 3DIcon Corporation, an Oklahoma corporation, with principal executive offices located at 7507 Sandusky Ave., Tulsa, Oklahoma 74136 (the “Company”), and Golden Gate Investors, Inc. (the “Holder”).

SPONSORED RESEARCH AGREEMENT FY06-ORA3-06 MODIFICATION NO. 2
Sponsored Research Agreement • December 15th, 2006 • 3dicon Corp

For Valuable Consideration, the receipt and sufficiency of which are acknowledged by the parties, the Sponsored Research Agreement (hereinafter referred to as "SRA Agreement") dated July 15, 2005, between the Board of Regents of the University of Oklahoma, an education agency of the State of Oklahoma, (hereinafter referred to as "University") and 3DICON Corporation, an Oklahoma corporation with principal offices at P O Box 470941, Tulsa, Oklahoma 74147-0941, (hereinafter referred to as "Sponsor"), as amended by Modification No 1, is hereby further amended as follows:

SPONSORED RESEARCH AGREEMENT FY06-ORA3-06
Sponsored Research Agreement • December 15th, 2006 • 3dicon Corp • Oklahoma

THIS AGREEMENT is entered into by and between the Board of Regents of the University of Oklahoma, an educational agency of the State of Oklahoma (hereinafter referred to as "University") and 3DICON Corporation, an Oklahoma corporation with principal offices at P O Box 470941, Tulsa, OK 74147-0941 (hereinafter referred to as "Sponsor").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 15th, 2006 • 3dicon Corp • California

Securities Purchase Agreement dated as of November 3, 2006 (this “Agreement”) by and between 3DIcon Corporation, an Oklahoma corporation, with principal executive offices located at 7507 Sandusky Ave., Tulsa, Oklahoma 74136 (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Holder”).

COMBINED AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AND DEBENTURE
Securities Purchase Agreement • December 15th, 2006 • 3dicon Corp

This Amendment No. 1 to the Securities Purchase Agreement and the First Debenture, as defined below, (this “Amendment”) is entered to be effective as of the 15th day of December, 2006, by 3DIcon Corporation, an Oklahoma corporation, with principal executive offices located at 7507 Sandusky Ave., Tulsa, Oklahoma 74136 (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Holder”).

SPONSORED RESEARCH AGREEMENT FY06- ORA3-06 MODIFICATION NO, 1
Sponsored Research Agreement • December 15th, 2006 • 3dicon Corp • Oklahoma

The Sponsored Research Agreement (hereinafter referred to as "SRA Agreement") dated July 15, 2005, between the Board of Regents of the University of Oklahoma, an education agency of the State of Oklahoma, (hereinafter referred to as "University") and 3DICON Corporation, an Oklahoma corporation with principal offices at P O Box 470941, Tulsa, Oklahoma 74147-0941, (hereinafter referred to as "Sponsor") is hereby amended as follows:

WARRANT TO PURCHASE COMMON STOCK
Purchase Common Stock • December 15th, 2006 • 3dicon Corp • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.

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