0001221508-15-000005 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • Massachusetts

Registration Rights Agreement (the "Agreement"), dated as of January 28, 2015, by and between Abattis Bioceuticals Corp., a corporation organized under the laws of British Columbia, Canada (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

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INVESTMENT AGREEMENT
Investment Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • Massachusetts

Pursuant to the Put given by ABATTIS BIOCEUTICALS CORP. to Dutchess Opportunity Fund, II, LP on ______________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess.

CONSULTING AGREEMENT
Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

ABATTIS BIOCEUTICALS CORP., a British Columbia company having an office for delivery located at Suite 1000, 355 Burrard Street, Vancouver, British Columbia V6C 2G8

Digital Marketing, Branding, and IR Management for Abattis Bioceuticals Corp.
Service Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • Ontario

This Service Agreement ("Agreement") is made and entered into this 1st day of April, 2014 ("Effective Date"), by and between Emerging Growth, LLC doing business as TDM Financial ("TDMFinancial" or "TDMF"), having its principal place of business at 913 Wisconsin Ave., Suite 204, Whitefish, MT 59937, and Abattis Bioceuticals Corp. ("Ciient"). TDM Financial and Client may hereinafter be referred to as a "Party", and collectively as the "Parties".

License Agreement TerraSphere Systems, LLC and Biocube Green Grow Systems Corp.,
Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • Rhode Island

THIS AGREEMENT made and entered into as of the last date of execution hereinbelow (the "Effective Date") by and between TerraSphere Systems, LLC, of 65 Atlantic Avenue, Boston, MA 02110 (hereinafter "TerraSphere") and Biocube Green Grow Systems Corp., a wholly owned subsidiary of Abattis Bioceuticals Corp., having an address of 355 Burrard Street, Vancouver, BC, Canada, V6C 2G8, (hereinafter "BIOCUBE").

AMENDING REGISTRATION RIGHTS AGREEMENT
Amending Registration Rights Agreement • April 28th, 2015 • Abattis Bioceuticals Corp

ABATTIS BIOCEUTICALS CORP., a British Columbia corporation having an office at Suite 1040, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

CONSULTING AGREEMENT BETWEEN ABATTIS BIOCEUTICALS CORP. AND GEORGES LARAQUE MANAGEMENT INC.
Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

ABATTIS BIOCEUTICALS CORP., a corporation incorporated under the laws of the Province of British Columbia and having its registered office at 1000 - 355 Burrard St. Vancouver, BC V6C 15N

EXECUTIVE CONSULTING AGREEMENT
Executive Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

ABATTIS BIOceuticalS corp., a British Columbia company having its business office located at Suite 1000 - 355 Burrard Street, Vancouver, BC V6C 2G8

CONSULTING AGREEMENT BETWEEN ABATTIS BIOLOGIX CORPORATION AND TERENCE FEALEY
Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

ABATTIS BIOLOGIX CORPORATION, a corporation incorporated under the laws of the Province of British Columbia and having its registered office at 310 - 885 Dunsmuir St. Vancouver, BC V6C 1N5

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

northern vine canada inc., a corporation incorporated under the laws of British Columbia, Canada, and having an office at Suite 1000 - 355 Burrard Street, Vancouver, BC V6C 2G8

AMENDED LICENSE AGREEMENT
Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

THIS AGREEMENT ("AGREEMENT") made and entered as of the last date of execution hereinbelow by each party (the "EFFECTIVE DATE") by and between Vertical Designs Ltd ("LICENSOR") a British Columbia corporation with an office at #25 -1833, Coast Meridian St, Port Coquitlam, B.C., Canada, and Abattis Bioceuticals Corp. ("LICENSEE") a British Columbia corporation listed on the Canadian National Stock Exchange with an office at 104 - 9295 198th Street, Langley, B.C., Canada V1M 3J9.

CONSULTING AGREEMENT
Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

- the Consultant is experienced business and specifically in obtaining licensing and Funding from Canadian Government sources and is focused as a grant and licensing consultant; and

LEASE DATE: December 18th, 2013 TO: PurGenesis
Lease • April 28th, 2015 • Abattis Bioceuticals Corp

We, Animo Wellness Corp. dba: Medical Marijuana Labs Corp., (herein referred to as the "Tenant"), hereby offer to lease from PurGenesis. (herein referred to as the "Landlord"), the following premises forming part of an industrial building bearing civic number 360, rue des Entrepreneurs, Montmagny, Province of Quebec (the "Building") and a list of services (optional), upon the terms and conditions set forth below:

SUBLICENSE AGREEMENT
Sublicense Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

THIS SUBLICENSE AGREEMENT ("AGREEMENT") made and entered as of the last date of execution hereinbelow by each party (the "EFFECTIVE DATE") by and between Abattis Bioceuticals Corp. ("LICENSOR") a British Columbia corporation listed on the Canadian National Stock Exchange with an office at 355 Burrard Street, Vancouver, BC, Canada, V6C 2G8, and Biocube Green Grow Systems Corp., a wholly owned subsidiary of LICENSOR, having an address of 355 Burrard Street, Vancouver, BC, Canada, V6C 2G8, (hereinafter "SUBLICENSEE").

THIS INDENTURE OF LEASE made as of November 1, 2012 BETWEEN:
Indenture of Lease • April 28th, 2015 • Abattis Bioceuticals Corp

TORO HOLDINGS LTD., a company incorporated under the laws of British Columbia, with mailing address at 12440 - 241 Street Maple Ridge, British Columbia V4R 1N3

EXECUTIVE CONSULTING AGREEMENT Chief Financial Officer, Chief Operating Officer
Executive Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

Abattis Bioceuticals Corporation, a British Columbia corporation with an office at Suite 1000-355 Burrard Street, Vancouver B.C., V6C 2G8

SUBLEASE AGREEMENT
Sublease Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

WHEREAS the Sublandlord has offered to lease ( "Lease") approximately 16,200 square feet of rentable area (the "Rentable Area") in a building on approximately 1.5 acres, located at 37601 Galbraith Avenue, Squamish, BC (the "Premises"), as more particularly set out in Schedule "A" hereto, pursuant to the terms of an offer to lease agreement (the "Offer to Lease Agreement") dated June 1, 2014, between the Sublandlord and BCR Properties Ltd. (the "Headlandlord"), a copy of which Offer to Lease Agreement is attached hereto as Schedule "B", which Offer to Lease Agreement shall be superseded by a formal lease agreement pursuant to the terms of the Offer to Lease. The Lease is for a term of five (5) years commencing on June 1, 2014 and expiring on May 31, 2019.

CONSULTING AGREEMENT
Consulting Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • British Columbia

ABATTIS BIOCEUTICALS CORP., a corporation duly organized and existing under the laws of the Province of British Columbia, having its principal office located at Suite 1000 - 355 Burrard Street, Vancouver, British Columbia, V6C 2G8

DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2015 • Abattis Bioceuticals Corp • Manitoba

NOW THEREFORE IN CONSIDERATION OF THE PREMISES and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

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