REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of this ___ day of May, 2007 (the “Effective Date”) between Modigene Inc. (f/k/a LDG, Inc.), a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each a “Purchaser” and collectively the “Purchasers”).
Roth Capital Partners, LLC 11100 Santa Monica Blvd, Ste. 550 Los Angeles, CA 90025Modigene Inc. • May 14th, 2007 • Services-mailing, reproduction, commercial art & photography • California
This letter (the “Agreement”) amends, restates and supersedes in its entirety a previous letter agreement between Modigene Inc. (the “Company”) and Roth Capital Partners, LLC and Spencer Trask Ventures, Inc. (“Roth and Spencer Trask” or “Placement Agents”) dated June 28, 2006 (the “June Agreement”). Pursuant to this Agreement, Roth shall serve as non-exclusive placement agent and Spencer shall serve as the co-placement agent for the Company, on a “best efforts” basis, in connection with the proposed offer and private placement (the “Offering”) by the Company of securities of the Company (the “Securities”). It is currently contemplated that the Offering will raise up to $15 million and that the closing of the Offering will occur simultaneously with a reverse merger with a publicly-traded company to be determined by the Company (a “Merger”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
This First Amendment to Employment Agreement (this “Amendment”) is made as of this ___ day of July, 2006 by and between MODIGENE INC., a Delaware corporation (“Employer”), and SHAI NOVIK (“Executive”), and amends that certain Employment Agreement, dated December 14, 2005, between Employer and Executive (as amended, restated, supplemented or modified from time to time, the “2005 Agreement”).
FORM OF SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Agreement is made as of _____________ ___, 2005, between Modigene Inc. (the "Company"), and ____________________ (the "Consultant"'), and shall be effective as of the date this Agreement has been approved by the Board of Directors of the Company (the "Effective Date"). Consultant has been involved in fields of particular interest to the Company. The Company wishes to retain Consultant in a consulting capacity as a member of the Company's Scientific Advisory Board (the "SAB"), and Consultant desires to perform such consulting services. Accordingly, the parties agree as follows:
ESCROW AGREEMENTEscrow Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Escrow Agreement is entered into as of May _____, 2007, by and among Modigene Inc. (formerly known as LDG, Inc.), a Nevada corporation (the “Parent”), Abraham Havron (“Havron”) and Shai Novik (“Novik”) (Havron and Novik shall be referred to individually as an “Indemnification Representative” and collectively as the “Indemnification Representatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
FORM OF CLINICAL ADVISORY PANEL AGREEMENTClinical Advisory Panel Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Agreement is made as of October 26, 2006, between Modigene Inc. (the "Company"), and _______________ (the "Consultant"'), and shall be effective as of the date this Agreement has been approved by the Board of Directors of the Company (the "Effective Date"). Consultant has been involved in fields of particular interest to the Company. The Company wishes to retain Consultant in a consulting capacity as a member of the Company's Clinical Advisory Panel (the "CAP"), and Consultant desires to perform such consulting services. Accordingly, the parties agree as follows:
Modigene Inc.Non-Qualified Stock Option Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
The Participant specified below has been granted this Option by Modigene Inc., a Nevada corporation (the “Company”) under the terms of the Modigene Inc. 2007 Equity Incentive Plan (the “Plan”). The Option shall be subject to the following terms and conditions (the “Option Terms”):
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2007 (the “Effective Date”), by and between MODIGENE INC., a Delaware corporation (the “Company”) and Dr. Abraham Havron (the “Consultant”) operating through his privately owned company Operon Consultants, Ltd. (“Operon”) through which the Consultant services to the Company will be rendered.
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2007 (the “Effective Date”), by and between MODIGENETECH LTD., an Israeli corporation (the “Company”) and Dr. Fuad Fares (the “Consultant”) operating through his privately owned company _________________ Ltd. (“FCO”) through which the Consultant services to the Company will be rendered.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG MODIGENE INC. (formerly known as LDG, INC.) MODIGENE ACQUISITION CORP. AND MODIGENE INC. May 9, 2007 [Excludes Exhibits and Schedules]Agreement and Plan of Merger and Reorganization • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • Delaware
GENERAL RELEASE AGREEMENTGeneral Release Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of this ___ day of May 2007, is entered into by and among Modigene Inc., formerly known as LDG, Inc., a Nevada corporation (“Seller”), Sandra Conklin (“Conklin”), Seamus Duerr (“Duerr”) and Sambrick Communications, Inc. (“Sambrick”) (each of Conklin, Duerr and Sambrick are sometimes referred to as a “Buyer” and collectively as the “Buyers”)), Liaison Design Group, LLC, a North Carolina limited liability company (“LLC”), and Modigene Inc., a Delaware corporation (“Modigene”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
SPLIT-OFF AGREEMENTSplit-Off Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
EXCLUSIVE LICENSE AGREEMENT Between Washington University Licensor and Modigene, Inc. LicenseeExclusive License Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
Introduction: This Exclusive License Agreement (“Agreement”) is made and entered into on the Effective Date by and between The Washington University, a corporation established by special act of the Missouri General Assembly, approved February 22, 1853 and acts amendatory thereto, having its principal office at One Brookings Drive, St. Louis, Missouri 63130 (hereinafter "WU" or “Licensor”), and Modigene, Inc. , a company incorporated in Delaware and having a principal office at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA 22182 (hereinafter "Modigene" or “Licensee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of December, 2005 (the “Effective Date”), by and between MODIGENE INC., a Delaware corporation (“Employer”), and Shai Novik (“Executive”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this __ day of _____, 2007, by and among Modigene Inc. (f/k/a LDG, Inc.), a Nevada corporation (the “Company”), Modigene Inc., a Delaware corporation (“Modigene”) and the investor identified on the signature page to this Agreement (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 16 day of November, 2005 (the “Effective Date”), by and between MODIGENETECH LTD., an Israeli corporation (“Employer”), and Dr. Eyal Fima, ID no.58432790 (“Employee”).
SPENCER TRASK VENTURES, INC.Placement Agency Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This will confirm our agreement, referred to in Section 3(h) of the Placement Agency Agreement (the “Agency Agreement”), dated August 11, 2005, between Spencer Trask Ventures, Inc. (“Spencer Trask”) and Modigene Inc., a Delaware corporation (the “Company”), to act as a non-exclusive finder for the Company.
WARRANT AGREEMENTWarrant Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This WARRANT AGREEMENT (this “Agreement”) is made and entered into as of May __, 2007, by and between Modigene Inc. (f/k/a LDG, Inc.), a Nevada corporation (the “Company”), and Spencer Trask Ventures, Inc. (“Spencer Trask”).
