Eckert Seamans Sample Contracts

Generex Biotechnology Corporation – Securities Purchase Agreement (December 3rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of November 26, 2018, between Generex Biotechnology Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

Generex Biotechnology Corporation – Stock Control Agreement (December 3rd, 2018)

This STOCK CONTROL AGREEMENT (this "Agreement") is made and entered into as of December 1, 2018 (the "Effective Date") among Joseph Moscato, Lawrence Salvo, Stephen L. Berkman, and BH-Sanford, LLC (each a "Stockholder" and collectively the "Stockholders") and Generex Biotechnology Corporation (the "Company").

Generex Biotechnology Corporation – Securities Purchase Agreement (October 26th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 26, 2018, between Generex Biotechnology Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

Mohegan Tribal Gaming Authority – Incremental Joinder and Second Amendment to Credit Agreement (April 13th, 2018)

This INCREMENTAL JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this Second Amendment), dated as of April 12, 2018 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, a federally recognized Indian Tribe and Native American sovereign nation (the Tribe), the MOHEGAN TRIBAL GAMING AUTHORITY, a governmental instrumentality of the Tribe (the Borrower), the other Loan Parties party hereto, each of the INCREASED REVOLVING FACILITY LENDERS (as hereinafter defined) party hereto, each of the INCREASED TERM B FACILITY LENDERS (as hereinafter defined) party hereto, each of the other Lenders party hereto, BANK OF AMERICA, N.A., as Swingline Lender, and CITIZENS BANK, N.A., as administrative agent (together with its successors and assigns in such capacity, the Administrative Agent) and as L/C Issuer under the Existing Credit Agreement referred to below.

Agreement to Terminate Earnout Payments (January 16th, 2018)

This Agreement to Terminate Earnout Payments (the "Agreement") amends the Membership Interest and Stock Purchase Agreement dated as of May 5, 2017 (the "Purchase Agreement"), and is entered into as of January 12, 2018 by and among CenStar Energy Corp., a New York corporation ("Buyer"), Spark Energy, Inc., a Delaware corporation, as Guarantor ("Guarantor"), Woden Holdings, LLC (fka Verde Energy USA Holdings, LLC), a Delaware limited liability company ("Seller"), Verde Energy USA, Inc., a Delaware corporation, and, only for purposes of Sections 4 and 9 hereof, Thomas FitzGerald ("FitzGerald"), an individual residing in the State of Texas, and Anthony Menchaca ("Menchaca" and, together with FitzGerald, the "Executives"), an individual residing in the State of Connecticut.

Voting Agreement (December 18th, 2017)

This VOTING AGREEMENT, is made and entered into as of December 18, 2017 (this Agreement), by and among the stockholders listed on the signature page(s) hereto (collectively, the Stockholders and each individually, a Stockholder), and Campbell Soup Company, a New Jersey corporation (Parent).

Voting Agreement (December 18th, 2017)

This VOTING AGREEMENT, is made and entered into as of December 18, 2017 (this "Agreement"), by and among the stockholders listed on the signature page(s) hereto (collectively, the "Stockholders" and each individually, a "Stockholder"), and Campbell Soup Company, a New Jersey corporation ("Parent").

Avalon Holdings Corporation – First Amendment to Loan and Security Agreement (December 5th, 2017)

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of December 4th, 2017 by and among AVALON HOLDINGS CORPORATION, an Ohio corporation ("Avalon Holdings"), AVALON RESORTS AND CLUBS, INC., an Ohio corporation ("Avalon Resorts and Clubs"), AVALON CLUBS, INC., an Ohio corporation ("Avalon Clubs"), AVALON RESORTS, INC., an Ohio corporation ("Avalon Resorts"), AVALON GOLF AND COUNTRY CLUB, INC., an Ohio corporation ("Avalon Golf and CC"), AVALON LAKES GOLF, INC., an Ohio corporation ("Avalon Lakes Golf"), AVALON COUNTRY CLUB AT SHARON, INC., a Pennsylvania corporation ("Avalon CC at Sharon"), AVALON RESORT AND SPA, LLC, an Ohio limited liability company ("Avalon Resort and Spa"), THE HAVANA CIGAR SHOP, INC., an Ohio corporation ("Havana"), AVALON TRAVEL, INC. an Ohio corporation ("Avalon Travel"), and TBG, INC., an Ohio corporation ("TBG" and, together with Avalon Holdings, Avalon Resorts and Clubs, Avalon Clubs, Avalon Golf and CC, Avalon Lakes Golf, Avalon C

Lightstone Value Plus Real Estate Investment Trust II Inc – Purchase and Sale Agreement (November 14th, 2017)

This PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of July 14, 2017 is entered into by and among (i) LIGHTSTONE VALUE PLUS REIT II LP, a Delaware limited partnership ("Parent"), LVP ROGERS HOLDING CORP., a Delaware corporation, LVP CY BATON ROUGE HOLDING CORP., a Delaware corporation, LVP RI BATON ROUGE HOLDING CORP., a Delaware corporation, LVP FFI JONESBORO HOLDING CORP., a Delaware corporation, LVP TPS FAYETTEVILLE HOLDING CORP., a Delaware corporation, LVP METAIRIE HOLDING CORP., a Delaware corporation, and LVP HMI FT. MYERS HOLDING CORP., a Delaware corporation (collectively, the "Selling Operating Lessee Subsidiaries" and each, a "Selling Operating Lessee Subsidiary"), LVP ROGERS LLC, a Delaware limited liability company, LVP CY BATON ROUGE GROUND LLC, a Delaware limited liability company, LVP RI BATON ROUGE LLC, a Delaware limited liability company, LVP FFI JONESBORO LLC, a Delaware limited liability company, LVP TPS FAYETTEVILLE LLC, a Delaware limited liability comp

Behringer Harvard Opportunity REIT II, Inc. – PURCHASE AND SALE AGREEMENT (Courtyard Kaua'i at Coconut Beach) (August 14th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of June 19, 2017 (the "Effective Date"), by and between (i) KAUAI COCONUT BEACH, LLC, a Delaware limited liability company ("Owner"), and KAUAI COCONUT BEACH OPERATOR, LLC, a Delaware limited liability company ("Lessee" and collectively with Owner, "Seller"), and (ii) KHS, LLC, a Delaware limited liability company ("Purchaser"). Seller and Purchaser are sometimes referred to herein individually as a "Party," and collectively as the "Parties."

Behringer Harvard Opportunity REIT II, Inc. – Loan Agreement (August 14th, 2017)

This LOAN AGREEMENT, dated as of May 8, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between TH COMMERCIAL MORTGAGE LLC, a Delaware limited liability company, having an address at c/o Two Harbors Investment Corp., 601 Carlson Parkway, Suite 1400, Minnetonka, Minnesota 55305 (together with its successors and assigns, "Lender"), and KAUAI COCONUT BEACH, LLC ("Owner Borrower") and KAUAI COCONUT BEACH OPERATOR, LLC ("Operator Borrower" and together with Owner Borrower, individually and collectively, and jointly and severally, Borrower"), each a Delaware limited liability company having its principal place of business at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

Generex Biotechnology Corporation – Securities Purchase Agreement (March 29th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of March 28, 2017, between Generex Biotechnology Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Lightstone Value Plus Real Estate Investment Trust III, Inc. – Loan Agreement (March 28th, 2017)

This LOAN AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this "Agreement") is entered into as of July 13, 2016, by and among LVP HOLD CO MEZZ III LLC, a Delaware limited liability company ("Borrower"); and WESTERN ALLIANCE BANK, an Arizona corporation (in its individual capacity, "Western Alliance Bank"), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the "Lenders" and individually each a "Lender") and for itself as a Lender and such Lenders.

Lightstone Value Plus Real Estate Investment Trust III, Inc. – Loan Agreement (March 28th, 2017)

THIS LOAN AGREEMENT, dated as of October 5, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), by and among CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013 (together with its successors and/or assigns, "Lender"), LVP H2S SEATTLE LLC, a Delaware limited liability company (together with its successors and/or assigns, "Seattle Fee Owner"), LVP H2S SEATTLE HOLDING CORP., a Delaware corporation (together with its successors and/or assigns, "Seattle Lessee"; Seattle Fee Owner and Seattle Lessee are, individually and/or collectively (as the context requires) referred to herein as "Seattle Borrower"), LVP H2S SALT LAKE CITY LLC, a Delaware limited liability company (together with its successors and/or assigns, "SLC Fee Owner") and LVP H2S SALT LAKE CITY HOLDING CORP., a Delaware corporation (together with its successors and/or assigns, "SLC Lessee"; SLC Fee Owner an

Generex Biotechnology Corporation – Securities Purchase Agreement (March 6th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of March ___, 2017, between Generex Biotechnology Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").

Generex Biotechnology Corporation – Convertible Note Due March ____, 2018 (March 6th, 2017)

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation, (the "Borrower"), having its principal place of business , 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3, Fax: [RC], due March ___, 2018 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Generex Biotechnology Corporation – ACQUISITION AGREEMENT AMONG GENEREX BIOTECHNOLGY CORPORATION., a Delaware Corporation, HEMA DIAGNOSTIC SYSTEMS, LLC, a Florida Limited Liability Company AND STEPHEN L BERKMAN and the Other Equity Owners of Hema Diagnostic Systems, LLC January 18, 2017 ACQUISITION AGREEMENT (January 20th, 2017)

ACQUISITION AGREEMENT (this "Agreement"), dated as of January 18, 2017, by and among Generex Biotechnology Corporation, a Delaware corporation (the "Purchaser"), Hema Diagnostic Systems, LLC, a Florida limited liability company (the "Acquiree"), Stephen L. Berkman ("Berkman") the majority equity owner of Acquiree, and as to certain matters, the other equity owners of Acquiree, as listed in Exhibit A (together with Berkman, the "Members"). Purchaser, Acquiree and the Stockholders are each a "Party" and referred to collectively herein as the "Parties."

Mohegan Tribal Gaming Authority – CREDIT AGREEMENT Dated as of October 14, 2016 Among MOHEGAN TRIBAL GAMING AUTHORITY, as the Borrower, THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, as an Additional Party With Respect to Certain Representations, Warranties and Covenants, CITIZENS BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Swingline Lender, CITIZENS BANK, N.A., as L/C Issuer and the Other Lenders Party Hereto CITIZENS BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, SUNTRUST ROBINSON HUMPHREY, INC., GOLDMAN SACHS BANK USA, KEYBANK NATIONAL ASSOCIATION, CIT BA (October 20th, 2016)

This CREDIT AGREEMENT is entered into as of October 14, 2016 (as may be amended, restated, supplemented or otherwise modified from time to time, this Agreement), among THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, a federally recognized Indian Tribe and Native American sovereign nation (the Tribe), the MOHEGAN TRIBAL GAMING AUTHORITY, a governmental instrumentality of the Tribe (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), CITIZENS BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Swingline Lender, and CITIZENS BANK, N.A., as L/C Issuer.

Oxford Immunotec Global PLC – Purchase Agreement Between Imugen, Inc. And Oxford Immunotec, Inc. Dated as of June 23, 2016 (July 6th, 2016)

WHEREAS, Seller desires to sell, directly or indirectly, and Purchaser desires to purchase, directly or indirectly, on the terms and subject to the conditions set forth in this Agreement, the Business Assets;

Aspirity Holdings Llc – Membership Interest Purchase Agreement (November 14th, 2013)

This Membership Interest Purchase Agreement (this "Agreement") is made as of the 28th day of October, 2013, by and among, Gregg Ruth ("Ruth"), Peter McCawley ("McCawley"), Lynn Acorda ("Acorda"; Ruth, McCawley and Acorda are referred to collectively herein as the "Sellers"), RMA Services, LLC, a California limited liability company ("Newco") and Twin Cities Power Holdings, LLC, a limited liability company formed under the laws of the State of Minnesota, or its Assignees (the "Purchaser").

Separation of Employment Agreement and General Release (April 26th, 2013)

This Separation of Employment Agreement and General Release (the Agreement) is made as of October 15, 2012, by and between PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (PREIT), PREIT SERVICES, LLC, a Pennsylvania limited liability company (Services and, together with PREIT, Company), and EDWARD GLICKMAN (Executive). PREIT, Services, and Executive shall be referred to herein as the Parties or each separately as a Party.

Encompass Group Aff – ASSET PURCHASE AGREEMENT Dated as of May 13, 2011 Between SANCOMPASS, INC. ENCOMPASS SUPPLY CHAIN SOLUTIONS, INC. And ENCOMPASS GROUP AFFILIATES, INC. ENCOMPASS PARTS DISTRIBUTION, INC. CYBER-TEST, INC. VANCE BALDWIN, INC. TRITRONICS, INC. ENCOMPASS SERVICE SOLUTIONS, INC. (May 19th, 2011)

"Non-Competition Agreement" means the agreement between the Buyer and H.I.G. Capital, L.L.C. in substantially the same form as set forth in Exhibit D.

Encompass Group Aff – ASSET PURCHASE AGREEMENT Dated as of May 13, 2011 Between SANCOMPASS, INC. ENCOMPASS SUPPLY CHAIN SOLUTIONS, INC. And ENCOMPASS GROUP AFFILIATES, INC. ENCOMPASS PARTS DISTRIBUTION, INC. CYBER-TEST, INC. VANCE BALDWIN, INC. TRITRONICS, INC. ENCOMPASS SERVICE SOLUTIONS, INC. (May 19th, 2011)

"Non-Competition Agreement" means the agreement between the Buyer and H.I.G. Capital, L.L.C. in substantially the same form as set forth in Exhibit D.

Generex Biotechnology Corporation – Securities Purchase Agreement (January 25th, 2011)

This Securities Purchase Agreement (this "Agreement") is dated January 24, 2011, between Generex Biotechnology Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

CREDIT AGREEMENT Dated as of June 8, 2010 Among NEW DEVELOPMENT HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC., and DEUTSCHE BANK SECURITIES INC., as Joint Bookrunners and Joint Lead Arrangers CREDIT SUISSE AG, as Syndication Agent CREDIT SUISSE AG CITIBANK, N.A., and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Co-Documentation Agents (October 29th, 2010)

CREDIT AGREEMENT dated as of June 8, 2010, among NEW DEVELOPMENT HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the "Administrative Agent") and as collateral agent (in such capacity, including any successor thereto, the "Collateral Agent") for the Lenders. Capitalized terms shall have the meanings set forth in Article I.

Generex Biotechnology Corporation – LIMITED LIABILITY COMPANY OWNERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GENEREX BIOTECHNOLOGY CORPORATION ("GENEREX" or "BUYER"), GLOBAL MEDICAL DIRECT, LLC ("COMPANY") AND JOSEPH CORSO, JR., ROBERT S. SHEA MARK FRANZ ("SELLERS") October 8, 2010 (October 12th, 2010)

THIS LIMITED LIABILITY COMPANY OWNERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is made and entered into as of this 8th day of October, 2010, by and among Generex Biotechnology Corporation, a Delaware corporation ("Generex" or "Buyer"), Global Medical Direct, LLC, a Kansas limited liability company ("Company"), and Joseph Corso, Jr., a New York resident ("Corso"), Robert S. Shea, a Kansas resident ("Shea") and Mark Franz, a Kansas resident ("Franz"). Corso, Shea and Franz are each individually referred to herein as a "Seller" and collectively and jointly and severally referred to herein as the "Sellers". Certain other capitalized terms used herein are defined in Article X and throughout this Agreement.

Voting Agreement (July 27th, 2010)

This VOTING AGREEMENT dated as of July 21, 2010 (this Agreement) is by and among LANCE, INC., a North Carolina corporation (Lance) and Michael A. Warehime, individually (MAW), Patricia A. Warehime, individually (PAW) and Charles E. Good (CEG) in his capacity as: Trustee for the Elizabeth Ann Warehime Trust dated 12/21/92; Trustee for the Elizabeth Ann Warehime Trust dated 12/31/90; Trustee for the Michael A. Warehime 2010 Trust FBO Harrison Michael Rupp; Trustee for the Michael A. Warehime 2010 trust FBO Margaret Ann Mininger; Trustee for the Michael A. Warehime 2010 GRAT; Trustee for the Michael A. Warehime SOH GRAT; Vice President with the authority to vote the shares held by Warehime Enterprises, Inc. and Vice President with the authority to vote the shares held by MAW Associates, LP (the CEG Entities).

STANDSTILL AGREEMENT July 21, 2010 (July 27th, 2010)

This Standstill Agreement, dated as of July 21, 2010 (this Agreement), is by and among Lance, Inc., a North Carolina corporation (Lance), Michael A. Warehime, individually (MAW) and Patricia A. Warehime, individually (PAW).

Voting Agreement (July 27th, 2010)

This VOTING AGREEMENT dated as of July 21, 2010 (this Agreement) is by and among LANCE, INC., a North Carolina corporation (Lance) and Michael A. Warehime, individually (MAW), Patricia A. Warehime, individually (PAW) and Charles E. Good (CEG) in his capacity as: Trustee for the Elizabeth Ann Warehime Trust dated 12/21/92; Trustee for the Elizabeth Ann Warehime Trust dated 12/31/90; Trustee for the Michael A. Warehime 2010 Trust FBO Harrison Michael Rupp; Trustee for the Michael A. Warehime 2010 trust FBO Margaret Ann Mininger; Trustee for the Michael A. Warehime 2010 GRAT; Trustee for the Michael A. Warehime SOH GRAT; Vice President with the authority to vote the shares held by Warehime Enterprises, Inc. and Vice President with the authority to vote the shares held by MAW Associates, LP (the CEG Entities).

Generex Biotechnology Corporation – Common Stock Purchase Agreement (April 8th, 2010)
Table of Contents (May 5th, 2009)

This PURCHASE AND SALE AGREEMENT (the Agreement) is entered into as of May 1, 2009 by and among TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (Operating Company), TOLLGRADE COMMUNICATIONS, INC., a Delaware corporation (IP Owner) (collectively, the Seller), and CHEETAH TECHNOLOGIES, L.P., a Pennsylvania limited partnership (the Buyer). The Seller and the Buyer are referred to individually herein as a Party and collectively herein as the Parties.

Allin Corporation – Stock Purchase Agreement (January 14th, 2009)

This Stock Purchase Agreement (this Agreement) is entered into as of January 8, 2009, among (a) DELL MARKETING USA L.P., a Texas limited partnership (Buyer); (b) ALLIN CORPORATION, a Delaware corporation (Parent); (c) ALLIN INVESTMENT CAL, INC., a Delaware corporation (CA Seller), and ALLIN INVESTMENT DELAWARE, INC., a Delaware corporation (PA Seller and, together with CA Seller, the Sellers and each a Seller); and (d) ALLIN CORPORATION OF CALIFORNIA, a California corporation (CA Company), and ALLIN CONSULTING OF PENNSYLVANIA, INC., a Pennsylvania corporation (PA Company and, together with CA Company, the Companies and each a Company). Unless otherwise specified, all capitalized terms used in this Agreement will have the meanings set forth in Exhibit A.

Loan and Security Agreement (December 31st, 2008)
Encompass Group Aff – AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of August 1, 2008 Among ENCOMPASS GROUP AFFILIATES, INC., a Delaware Corporation, as Issuer, and ENCOMPASS GROUP AFFILIATES, INC., a Florida Corporation (F/K/A ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.), CYBER-TEST, INC., VANCE BALDWIN, INC., HUDSON STREET INVESTMENTS, INC., SPECTRUCELL, INC. And TRITRONICS, INC. As Guarantors, THE NOTE PURCHASERS LISTED HEREIN and SANKATY ADVISORS, LLC as First Lien Collateral Agent for the Senior Notes and Second Lien Collateral Agent for the Subordinated Notes $12,690,355.00 IN AGGREGATE ORIGINAL PRINCI (August 7th, 2008)

This AMENDED & RESTATED NOTE PURCHASE AGREEMENT (this "Agreement") is dated as of August 1, 2008 and is entered into by and among Encompass Group Affiliates, Inc., a Delaware corporation, as issuer ("Company" or the "Issuer"), any Subsidiary of Parent (as defined below) from time to time party hereto (each, a "Subsidiary" and collectively, the "Subsidiaries"), Advanced Communications Technology, Inc., a Florida corporation (the "Parent"), SpectruCell, Inc., a Delaware corporation ("SpectruCell"), Hudson Street Investments, Inc., a Delaware corporation ("Hudson Street"), Cyber-Test, Inc., a Delaware corporation ("Cyber-Test"), Vance Baldwin, Inc., a Florida corporation ("Vance Baldwin"), and Tritronics, Inc. ("Tritronics"), a Maryland corporation, as guarantors (the Issuer, the Company, Parent, SpectruCell, Hudson Street, Cyber-Test, Vance Baldwin, Tritroni

Generex Biotechnology Corporation – Securities Purchase Agreement (April 2nd, 2008)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 31, 2008, is by and among Generex Biotechnology Corporation, a Delaware corporation, with offices located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada M5J-2G2 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").