Ir Biosciences Holdings Inc Sample Contracts

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RECITALS
Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
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Severance Agreement • November 14th, 2005 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Delaware
COMMON STOCK PURCHASE WARRANT OF IR BIOSCIENCES HOLDINGS, INC.
Ir Biosciences Holdings Inc • November 14th, 2006 • Pharmaceutical preparations • New York
STOCK OPTION AGREEMENT (EXECUTIVE)
Stock Option Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
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Change of Control Agreement • November 14th, 2005 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Arizona
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License Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks
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Stock Option Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
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Employment Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Arizona
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2008, between IR Biosciences Holdings, Inc., 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”).

10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE DUE AUGUST 8, 2013
Ir Biosciences Holdings Inc • August 11th, 2008 • Pharmaceutical preparations • New York

THIS 10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Subordinated Secured Convertible Debentures of IR Biosciences Holdings, Inc., a Delaware corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 10% Subordinated Secured Convertible Debenture due August 8, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

by and between
Stock Purchase Agreement • May 15th, 2002 • GPN Network Inc • Surgical & medical instruments & apparatus
RESTRICTED STOCK AWARD AGREEMENT (EXECUTIVE)
Ir Biosciences Holdings Inc • March 11th, 2004 • Blank checks • Delaware
COMMON STOCK PURCHASE WARRANT OF IR BIOSCIENCES HOLDINGS, INC.
Ir Biosciences Holdings Inc • October 19th, 2004 • Blank checks • New York
COMMON STOCK PURCHASE WARRANT IR BIOSCIENCES HOLDINGS, INC.
Ir Biosciences Holdings Inc • August 11th, 2008 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month and one day anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IR Biosciences Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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STOCK OPTION AGREEMENT (OTHER)
Ir Biosciences Holdings Inc • March 11th, 2004 • Blank checks • Delaware
STOCK AWARD AGREEMENT (OTHER)
Agreement • March 11th, 2004 • Ir Biosciences Holdings Inc • Blank checks • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 9th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey

THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 3, 2008, by and among IR BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

Exhibit 3.3 ----------- Form of Lock-Up Agreement LOCK-UP LETTER July 26, 2001 Mr. Todd Ficeto C/O VMR Capital Markets, U.S. 1901 Avenue of the Stars, Suite 1500 Los Angeles, CA 90067 Re: Sale of shares of the common stock of GPN Networks, Inc....
Gopublicnow Com Inc • August 3rd, 2001 • Surgical & medical instruments & apparatus

this Letter, the term "immediate family" shall mean the spouse, lineal descendants, father, mother, brother or sister of the transferor and father, mother, brother or sister of the transferor's spouse.

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Consulting Service Agreement • November 24th, 2004 • Ir Biosciences Holdings Inc • Blank checks
STOCK OPTION AGREEMENT (EMPLOYEE)
Ir Biosciences Holdings Inc • March 11th, 2004 • Blank checks • Delaware
SECURITY AGREEMENT
Security Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 8, 2008, by and between IR BIOSCIENCES HOLDINGS, INC., a Delaware corporation with its principal place of business located at 8767 E. Via De Ventura, Suite 190, Scottsdale, AZ 85258 (the “Company”), and the undersigned subsidiaries of the Company (each a “Guarantor,” and collectively together with the Company, the “Grantors”), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”). The Secured Party shall have the rights and authority described in Annex A hereto.

GUARANTY
Guaranty Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey

This GUARANTY AGREEMENT (“Agreement”), dated as of August 8, 2008 is made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 22nd, 2010 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • Arizona

This CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2010, by and between IR BioSciences Holdings, Inc., a Delaware corporation (the “Company”) and Hal Siegel (the “Executive”).

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