SHARE EXCHANGE AGREEMENT by and among Tonix Pharmaceuticals, Inc. (Tonix) and the Shareholders of Tonix, on the one hand; and Tamandare Explorations Inc. (Pubco), a Nevada corporation and the Representative Stockholder on the other hand October 7, 2011

 

Tonix Pharmaceuticals, Inc. (“Tonix“)

on the one hand;

 

 

 

   

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

 

1.1           The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

(a)           The Tonix Shareholders will each sell, convey, assign, transfer and deliver to Pubco certificates representing the Tonix Equity Interest held by each Tonix Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Tonix, accompanied by a properly executed and authenticated stock power or instrument of like tenor.

(b)           As consideration for the acquisition of the Tonix Equity Interests, Pubco shall issue an aggregate of 22,666,667 newly and duly issued, fully paid and non-assessable shares of Pubco Common Stock.  At the Closing, the outstanding Tonix Equity Interests beneficially owned by the Tonix Shareholders  shall be contributed and transferred to Pubco and Pubco shall issue, and authorize its transfer agent to issue, the number of shares of Pubco Common Stock set forth opposite such party’s name in Column III on Annex I attached hereto (collectively, the “Pubco Shares”).  The Pubco Shares issued shall equal approximately 85.0% of the outstanding shares of Pubco Common Stock at the time of Closing.  For example, if there are 1,000,000 shares of Pubco Common Stock outstanding immediately prior to the Closing, then there shall be 5,666,667 shares of Pubco Common Stock issued to the Tonix Shareholders at Closing.

(c)           No fractional shares of Pubco Common Stock shall be issued in the Acquisition. If the number of Shares a Tonix Shareholder holds immediately prior to the Closing would result in the issuance of a fractional share of Pubco Common Stock, that product will be rounded down to the nearest whole number of shares of Pubco Common Stock if it is less than the fraction of one-half (.5) of one share of Pubco Common Stock or rounded up to the nearest whole number of shares of Pubco Common Stock if the said product is equal to or greater than the fraction of one-half (.5) of one share of Pubco Common Stock.

1.2           Closing Date. The closing of the Acquisition (the “Closing”) shall take place on October 7, 2011, or on such other date as may be mutually agreed upon by the parties, simultaneously with the execution and delivery of this Agreement and the consummation of the sale of Debentures for not less than $1,500,000 in aggregate gross proceeds (including the exchange of Old Notes) pursuant to the Private Placement. Such date is referred to herein as the “Closing Date.”

1.3           Surrender and Exchange of Certificates

(a)           At the Closing, Pubco shall deliver to its transfer agent a letter of instruction to prepare and deliver to Tonix’s counsel, who shall act as exchange agent for the benefit of the Tonix Shareholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Pubco Common Stock as set forth in Column III of Annex I hereto, in exchange for all outstanding Tonix Equity Interests. The Pubco Shares evidenced by the certificates shall be registered in the names of the Tonix Shareholders, and/or its designee(s), and shall be in the denominations for each of them set forth opposite their respective names in Annex I hereto.

(b)           Promptly after the Closing and upon surrender of a certificate or certificates representing the Tonix Equity Interests that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for Pubco stating that such Tonix Shareholder has lost their certificate or certificates or that such have been destroyed), Pubco shall issue to the record holder of the Tonix Equity Interests so surrendering such certificate or certificates, a certificate or certificates registered in the name of such Tonix Shareholder representing the number of shares of Pubco Common Stock that such Tonix Shareholder shall be entitled to receive as set forth in Annex I hereto.  Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 1.3(b) hereof, each certificate or affidavit that immediately prior to the Closing represented any outstanding Tonix Equity Interests shall be deemed at and after the Closing to represent only the right to receive upon surrender as aforesaid the Pubco Common Stock specified in Column III of Annex I hereto for the holder thereof.

 

 

 

 

Except as otherwise disclosed herein or in the disclosure schedule delivered by Tonix to Pubco at the time of execution of this Agreement, Tonix hereby represents and warrants to Pubco and the Representative Stockholder as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

2.1           Organization. Tonix has been duly incorporated, validly exists as a corporation, and is in good standing under the laws of its jurisdiction of incorporation, and has the requisite power to carry on its business as now conducted.  Set forth on Schedule 2.1 of the disclosure schedules is a list of those jurisdictions in which Tonix presently conducts its business, owns, holds and operates its properties and assets.

2.2           Capitalization. The authorized capital stock of Tonix consists of (i) 12,000,000 shares of common stock, $.01 par value per share, and (ii) 4,227,273 shares of Preferred Stock, $.01 par value per share, of which at the Closing, 5,207,500 shares of common stock, 1,500,000 shares of Series A preferred stock, and 2,275,527 shares of Series B preferred stock shall be issued and outstanding.  All of the issued and outstanding shares of capital stock of Tonix, as of the Closing, are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights.  There are no voting trusts or any other agreements or understandings with respect to the voting of Tonix’s capital stock.  Except as set forth in the preceding sentence, no other class of capital stock or other security of Tonix is authorized, issued, reserved for issuance or outstanding.  There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character by which Tonix or any of the Tonix Shareholders is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other securities of Tonix.  There are no outstanding contractual obligations (contingent or otherwise) of Tonix to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, Tonix.

2.3           Subsidiaries. As of the Closing, Tonix has no direct or indirect subsidiaries, except as disclosed in Schedule 2.3 of the disclosure schedules hereto (collectively the “Tonix Subsidiaries,” and each a “Tonix Subsidiary”).  Each Tonix Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.  Tonix owns all of the shares of each Tonix Subsidiary, and there are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements or commitments obligating any Tonix Subsidiary to issue any additional shares of common stock or ordinary stock, as the case may be, of such subsidiary, or any other securities convertible into, exchangeable for or evidence the right to subscribe for or acquire from any Tonix Subsidiary any shares of such subsidiary.

2.4           Certain Corporate Matters. Tonix is duly qualified to do business as a corporation and is in good standing under the laws of the state of Delaware, and in each other jurisdiction in which the ownership of its property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect on Tonix’s financial condition, results of operations or business.  Tonix has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged and to own and use the properties owned and used by it.

 

 

 

 

2.5           Authority Relative to this Agreement.  Tonix has the requisite power and authority to enter into this Agreement and to carry out its respective obligations hereunder.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Tonix have been duly authorized by Tonix’s Board of Directors and no other actions on the part of Tonix are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Tonix and constitutes a valid and binding agreement, enforceable against Tonix in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

2.6           Consents and Approvals; No Violations. Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by Tonix of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Tonix nor the consummation by Tonix of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter or bylaws (or operating agreement) of Tonix or any Tonix Subsidiary, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, Contract, agreement or other instrument or obligation to which Tonix or any Tonix Subsidiary is a party or by which any of their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Tonix or any Tonix Subsidiary, or any of its properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate material to Tonix taken as a whole.

 

(i)	are in accordance with the books and records of Tonix;

 

(ii)	present fairly the financial condition of Tonix as of the respective dates indicated and the results of operations for such periods; and

 

(iii)

have been prepared in accordance with GAAP by a PCAOB registered independent accounting firm.

 

 

 

 

 

 

 

 

 

2.26           Disclosure. The inclusion of any item on any disclosure schedule shall constitute disclosure for all purposes under this Agreement and all such information is deemed to be fully disclosed to Pubco and the Representative Stockholder, and shall not be construed as an indication of the materiality or lack thereof of such item.

  

Except as otherwise disclosed herein or in the disclosure schedule delivered by the Tonix Shareholders to Pubco at the time of execution of this Agreement, the Tonix Shareholders each hereby represent and warrant to Pubco as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

3.1           Ownership of the Tonix Equity Interest.  Each Tonix Shareholder owns, beneficially and of record, good and marketable title to the amount of the Tonix Equity Interest set forth opposite such Tonix Shareholder’s name in Column II of Annex I hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or voting agreements.  Tonix Shareholders represent that they each have no right or claims whatsoever to any equity interests of Tonix, other than the Tonix Equity Interest and do not have any options, warrants or any other instruments entitling any of them to exercise or purchase or convert into additional equity interests of Tonix. At the Closing, the Tonix Shareholders will convey to Pubco good and marketable title to the Tonix Equity Interests, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders’ agreements or restrictions.

3.2           Authority Relative to this Agreement. This Agreement has been duly and validly executed and delivered by the Tonix Shareholders and constitutes a valid and binding agreement of such person, enforceable against such person in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

3.3           Purchase of Restricted Securities for Investment. The Tonix Shareholders each acknowledge that the Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.  In this regard, each Tonix Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.  Further, each Tonix Shareholder acknowledges and agrees that:

 

(a)           Each Tonix Shareholder is acquiring the Pubco Shares for investment, for such Tonix Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Tonix Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same.  Each Tonix Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Pubco Shares.

 

(b)           Each Tonix Shareholder understands that the Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Pubco’s reliance on such exemption is predicated on the each Shareholder’s representations set forth herein.

3.4           Status of Stockholder. Each of the Tonix Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Tonix Shareholders which is attached and part of this Agreement:

(a)           Accredited Investor Under Regulation D. The Tonix Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, an excerpt of which is included in the attached Annex III, and such Tonix Shareholder is not acquiring its portion of the Pubco Shares as a result of any advertisement, article, notice or other communication regarding the Pubco Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(b)           Non-U.S. Person Under Regulation S.  The Tonix Shareholder:

(i)           is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act;

 

(ii)           at the time of Closing, the Tonix Shareholder was located outside the United States;

 

 

 

 

 

 

REGULATION D LEGEND:

 

REGULATION S LEGEND:

4.4 Filings, Consents and Approvals.  Pubco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by Pubco of this Agreement, other than the filing of a Current Report on Form 8-K and Form D with the SEC and such filings as are required to be made under applicable federal and state securities laws (collectively, the “Required Approvals”).

 

 

 

 

 

 

Except as otherwise disclosed herein or in the disclosure schedule delivered by the Representative Stockholder to Tonix at the time of execution of this Agreement, the Representative Stockholder represents and warrants to Tonix as of the date hereof and as of the Closing Date (unless otherwise indicated), as follows:

 

 

 

 

4A.1           Ownership of the Pubco Equity Interest.  The Representative Stockholder owns, beneficially and of record, good and marketable title to the amount of shares of Pubco common stock set forth opposite the Representative Stockholder’s name in Column II of Annex II hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or voting agreements except for those restrictions imposed by the Securities Act of 1933 as amended.  The Representative Stockholder represents that he has no rights or claims whatsoever to any equity interests of Pubco, other than his shares and does not have any options, warrants or any other instruments entitling him to exercise or purchase or convert into additional equity interests of Pubco. At the Closing, the Representative Stockholder will convey to Pubco good and marketable title to the number of shares of Pubco common stock set forth in Column III of Annex II hereto, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders’ agreements or restrictions, except for those restrictions imposed by the Securities Act of 1933, as amended.

4A.2           Authority Relative to this Agreement. This Agreement has been duly and validly executed and delivered by the Representative Stockholder and constitutes a valid and binding agreement of the Representative Stockholder, enforceable against such person in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

              4A.3   Disclosure.  The representations and warranties and statements of fact made by the Representative Stockholder in this Article 4A are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

 

5.2           Survival of Representations and Warranties.  Notwithstanding provision in this Agreement to the contrary, the representations and warranties given or made by Pubco, the Representative Stockholder, Tonix and the Tonix Shareholders under this Agreement shall survive the date hereof for a period of twenty-four (24) months from and after the Closing Date (the last day of such period is herein referred to as the “Expiration Date”), except that any written claim for breach thereof made and delivered prior to the Expiration Date to the party against whom such indemnification is sought shall survive thereafter and, as to any such claim, such applicable expiration will not effect the rights to indemnification of the party making such claim; provided, however, that any representations and warranties that were fraudulently made shall not expire on the Expiration Date and shall survive indefinitely and claims with respect to fraud by Pubco, the Representative Stockholder, Tonix or the Tonix Shareholders must be made at any time, as long as such claim is made within a reasonable period of time after discovery by the claiming party.

5.3           Method of Asserting Claims, Etc.  The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows:

(a)           In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”).  The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand.  The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party:  (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party.  In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he does not dispute liability for indemnification under this Article 5 and that he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion.  The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”).  If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person.  No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

 

 

 

                  (b)    In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party.  If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice.

(c)         The Indemnifying Party shall be given the opportunity to defend the respective Claim.

6.1           Corporate Examinations and Investigations. Prior to the Closing, each party shall be entitled, through its employees and representatives, to make such investigations and examinations of the books, records and financial condition of Tonix and Pubco as each party may request. In order that each party may have the full opportunity to do so, Tonix and Pubco, the Tonix Shareholders and the Representative Stockholder shall furnish each party and its representatives during such period with all such information concerning the affairs of Tonix or Pubco as each party or its representatives may reasonably request and cause Tonix or Pubco and their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with each party’s representatives in connection with such review and examination and to make full disclosure of all information and documents requested by each party and/or its representatives. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances, it being agreed that any examination of original documents will be at each party’s premises, with copies thereof to be provided to each party and/or its representatives upon request.

6.2           Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

6.3           Conduct of Business. Subject to the provisions hereof, from the date hereof through the Closing, each party hereto shall (i) conduct its business in the ordinary course and in such a manner so that the representations and warranties contained herein shall continue to be true and correct in all material respects as of the Closing as if made at and as of the Closing and (ii) not enter into any material transactions or incur any material liability not required or specifically contemplated hereby, without first obtaining the written consent of Tonix and the Tonix Shareholders on the one hand and Pubco and the Representative Stockholder on the other hand. Without the prior written consent of Tonix, the Tonix Shareholders, Pubco or the Representative Stockholder, except as required or specifically contemplated hereby, each party shall not undertake or fail to undertake any action if such action or failure would render any of said warranties and representations untrue in any material respect as of the Closing.

 

6.5           Notice of Default. From the date hereof through the Closing, each party hereto shall give to the representative of the other parties prompt written notice of the occurrence or existence of any event, condition or circumstance occurring which would constitute a violation or breach of this Agreement by such party or which would render inaccurate in any material respect any of such party’s representations or warranties herein.

6.6           Bylaws. If necessary, Pubco shall amend its bylaws to permit the election and/or appointment of additional new directors to Pubco’s Board of Directors as set forth in Section 7.1(a) below.

6.7           Confidentiality; Access to Information.

 

(a)           Confidentiality. Any confidentiality agreement or letter of intent previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to (i) information which was known to the one party or their respective agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article 8 hereof, each party will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Transaction contemplated hereby.

 

 

 

(b)           Access to Information.

(i)           Tonix will afford Pubco and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Tonix during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Tonix, as Pubco may reasonably request. No information or Knowledge obtained by Pubco in any investigation pursuant to this Section 6.7(b) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transaction.

 

(ii)           Pubco will afford Tonix and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Pubco during the period prior to the Closing to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Pubco, as Tonix may reasonably request. No information or knowledge obtained by Tonix in any investigation pursuant to this Section 6.7(b) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transaction.

6.8           Share Cancellation and Transfers. Simultaneously with the Closing, the Representative Stockholder listed in Column I of Annex II attached hereto shall surrender the number of shares of Pubco Common Stock set forth opposite the Representative Stockholder’s name in Column III on Annex II for cancellation. In connection with such share cancellation, the Representative Stockholder agrees to execute and deliver any documents and instruments reasonably necessary to effect such cancellation, including originally executed certificate(s) and stock powers, with proper endorsements and/or medallion certified signatures as may be required by Pubco’s transfer agent.

6.9           Public Disclosure. Except to the extent previously disclosed or to the extent the parties believe that they are required by applicable law or regulation to make disclosure, prior to Closing, no party shall issue any statement or communication to the public regarding the transaction contemplated herein without the consent of the other party, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the Transaction, it shall, if possible, immediately notify the other party prior to such disclosure. Notwithstanding the foregoing, the parties hereto agree that Tonix will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement.

6.10           Information Statement for Change in Majority of Directors.  As directed by Tonix, Pubco and the Representative Stockholder will use their best efforts to ensure that Pubco’s current director will remain a director of Pubco until the expiration of the 10-day period beginning on the date of the filing of the information statement relating to a change in majority of directors of Pubco with the SEC pursuant to Rule 14f-1 promulgated under the Exchange Act (“Information Statement”), which Information Statement shall be prepared by Tonix and filed by the Tonix Officers (as defined hereafter) on behalf of Pubco after the Closing.

6.11           Assistance with Post-Closing SEC Reports and Inquiries. Upon the reasonable request of Tonix, after the Closing Date, the Representative Stockholder shall use his reasonable best efforts to provide such information available to him, including information, filings, reports, financial statements or other circumstances of Pubco occurring, reported or filed prior to the Closing, as may be necessary or required by Pubco for the preparation of the post-Closing Date reports that Pubco is required to file with the SEC to remain in compliance and current with its reporting requirements under the Securities Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any SEC comments relating thereto or any SEC inquiry thereof.

6.12           Payment of Pubco Liabilities.  The Representative Stockholder hereby agrees to pay all of the liabilities of Pubco listed in Schedule 4.34 of the disclosures schedules attached hereto in their entirety on or before the Closing Date.

 

7.1           Conditions to Obligations of Tonix and the Tonix Shareholders. The obligations of Tonix and the Tonix Shareholders under this Agreement shall be subject to each of the following conditions:

(a)           Closing Deliveries. At the Closing, Pubco and the Representative Stockholder shall have delivered or caused to be delivered to Tonix and the Tonix Shareholders the following:

 

 

 

(i)           this Agreement duly executed by Pubco and the Representative Stockholder;

(ii)           letters of resignation from Pubco’s sole officer, with his resignation as to all of the offices he currently holds with Pubco to be effective on the Closing Date, and confirming that such officer has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Closing;

(iii)           letter of resignation of Pubco’s sole director, with the resignation of such director to be effective 10 days after the filing and mailing of the Information Statement;

(iv)           resolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable:

a.	the execution, delivery and performance of this Agreement;

b.	the Acquisition and the terms thereof;

c.	adoption of bylaws in the form agreed by the parties;

d.	fixing the number of authorized directors on the board of directors at seven (7);

e.

the appointment of Seth Lederman as Chairman of the board of directors, and the appointment of Stuart Davidson, Patrick Grace, Ernest Mario, Charles Mather, Donald Landry and John Rhodes as additional directors, to serve on the Pubco board of directors, effective 10 days after the filing and mailing of the Information Statement; and

f.	the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his or her name (the “Tonix Officers”):

 

 

 

(b)           Representations and Warranties to be True. The representations and warranties of Pubco and the Representative Stockholder herein contained shall be true in all material respects at the Closing with the same effect as though made at such time. Pubco and the Representative Stockholder shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

(c)           No Assets and Liabilities. At the Closing, Pubco shall have no liabilities, debts or payables (contingent or otherwise) other than those liabilities listed in Schedule 4.34 of the disclosure schedules hereto, no tax obligations, no material assets, and except as contemplated in this Agreement, no material changes to its business or financial condition shall have occurred since the date of this Agreement.

(d)           SEC Filings. At the Closing, Pubco will be current in all SEC filings required by it to be filed.

(e)           Outstanding Capital Stock. Pubco shall have at least 75,000,000 shares of Pubco Common Stock authorized of which no more than 4,000,000 shares shall be issued and outstanding in the aggregate at the Closing.

(f)           No Adverse Effect.  The business and operations of Pubco will not have suffered any Material Adverse Effect.

 

7.2           Conditions to Obligations of Pubco and the Representative Stockholder. The obligations of Pubco and the Representative Stockholder under this Agreement shall be subject to each of the following conditions:

(a)           Closing Deliveries. On the Closing Date, Tonix and/or the Tonix Shareholders shall have delivered to Pubco the following:

(i) this Agreement duly executed by Tonix and the Tonix Shareholders;

(ii)           resolutions duly adopted by the Board of Directors of Tonix authorizing and approving the execution, delivery and performance of this Agreement;

(iii)           certificates representing the Tonix Equity Interests to be delivered pursuant to this Agreement duly endorsed or accompanied by duly executed stock powers or instruments of like tenor;

(iv)           a certificate of the Secretary or other duly qualified officer of Tonix, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Tonix executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of  Tonix, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Tonix authorizing and approving Tonix’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; and

(ii)           all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and such other documents as Pubco may reasonably request in connection with the transactions contemplated hereby.

 

(c)           Consummation of Private Placement.  Consummation of the Acquisition shall occur simultaneously with the closing of the Private Placement.

(d)           No Adverse Effect.  The business and operations of Tonix will not have suffered any Material Adverse Effect.

8.1           This Agreement may be terminated at any time prior to the Closing:

(a)           by mutual written agreement of Pubco and Tonix Shareholders;

(b)           by either Pubco or the Tonix Shareholders if the Transaction shall not have been consummated for any reason by October 15, 2011; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c)           by either Pubco or the Tonix Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and non-appealable;

(d)           by the Tonix Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Pubco or the Representative Stockholder set forth in this Agreement, or if any representation or warranty of Pubco shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the representations and warranties by Pubco or the Representative Stockholder or breach by Pubco or the Representative Stockholder is curable by Pubco or the Representative Stockholder prior to the Closing Date, then the Tonix Shareholders may not terminate this Agreement under this Section 8.1(d) for thirty (30) days after delivery of written notice from the Tonix Shareholders to Pubco and the Representative Stockholder of such breach, provided Pubco and the Representative Stockholder continue to exercise commercially reasonable efforts to cure such breach (it being understood that the Tonix Shareholders may not terminate this Agreement pursuant to this Section 8.1(d) if they shall have materially breached this Agreement or if such breach by Pubco or the Representative Stockholder is cured during such thirty (30) day period); or

 

(e)           by Pubco or the Representative Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Tonix or the Tonix Shareholders set forth in this Agreement, or if any representation or warranty of Tonix or the Tonix Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the representations and warranties by Tonix or the Tonix Shareholders or breach by Tonix or the Tonix Shareholders is curable by Tonix or the Tonix Shareholders prior to the Closing Date, then Pubco or the Representative Stockholder may not terminate this Agreement under this Section 8.1(e) for thirty (30) days after delivery of written notice from Pubco or the Representative Stockholder to Tonix and the Tonix Shareholders of such breach, provided Tonix and the Tonix Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Pubco may not terminate this Agreement pursuant to this Section 8.1(e) if it shall have materially breached this Agreement or if such breach by Tonix or the Tonix Shareholders is cured during such thirty (30) day period).

8.2           Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

 

9.1           Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth on the signature pages hereof (or at such other address for a party as shall be specified by like notice) Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Eastern Standard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Eastern Standard Time) on any business day, (c) on the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.

 

 

 

9.2           Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to Sections and Articles refer to sections and articles of this Agreement unless otherwise stated.

9.3           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Agreement to preserve each party’s anticipated benefits under this Agreement.

 

9.4           Miscellaneous. This Agreement (together with all other documents and instruments referred to herein): (a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof; (b) except as expressly set forth herein, is not intended to confer upon any other person any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise, except as may be mutually agreed upon by the parties hereto.

9.5           Separate Counsel. Each party hereby expressly acknowledges that it has been advised to seek its own separate legal counsel for advice with respect to this Agreement, and that no counsel to any party hereto has acted or is acting as counsel to any other party hereto in connection with this Agreement.

9.6           Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an  inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of the Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

9.7           Counterparts and Signatures. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.  This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties.  No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

9.8           Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties upon approval by the party, if such party is an individual, and upon approval of the Boards of Directors of each of the parties that are corporate entities.

9.9           Parties In Interest. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto.

9.10           Waiver. No waiver by any party of any default or breach by another party of any representation, warranty, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent default or breach by such party of the same or any other representation, warranty, covenant or condition. No act, delay, omission or course of dealing on the part of any party in exercising any right, power or remedy under this Agreement or at law or in equity shall operate as a waiver thereof or otherwise prejudice any of such party’s rights, powers and remedies. All remedies, whether at law or in equity, shall be cumulative and the election of any one or more shall not constitute a waiver of the right to pursue other available remedies.

 

9.11           Expenses. At or prior to the Closing, the parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers.

* * * * * * * * * *

 

 

 

IN WITNESS WHEREOF, the parties have executed this Share Exchange Agreement as of the date first written above.

TAMANDARE EXPLORATIONS INC.,

a Nevada corporation

By: /s/ DAVID J. MOSS

Address for Notices:

Address:    23046 Avenida de la Carlota, Suite 600

Laguna Hills, CA 92653

       Tel:

       Fax:

 

David J. Moss

Address for Notices:

Address:    23046 Avenida de la Carlota, Suite 600

Laguna Hills, CA 92653

       Tel:

       Fax:

 

TONIX PHARMACEUTICALS, INC.,

a Delaware corporation

By: /s/ SETH LEDERMAN

Address for Notices:

Address:    509 Madison Avenue, Suite 306

New York, New York 10022

       Tel:        ###-###-####

       Fax:        ###-###-####

 

By:           

/s/ Seth Lederman	/s/ Rhonda Rosen
/s/ Eli Lederman	/s/ Patrick P. Grace
/s/ Ernest Mario	/s/ Susan Kerridge
/s/ John Rhodes	/s/ Frank Condella
/s/ Benjamin A. Selzer	/s/ Richard N. Pierson, III
/s/ Eric Dunn	/s/ Robert Rachofsky
/s/ Vijay Rajguru	/s/ Charles Mather
/s/ Donald W. Landry	/s/ Herbert W. Harris
/s/ Brian B. Koo	/s/ Gerald Price
/s/ John A. Garraty, Jr.	/s/ David Moss
/s/ Theodore A. McGraw	/s/ Iredell W. Iglehart, III
/s/ Michael Sloma	/s/ Gregory M. Sullivan
/s/ Daniel Goodman	/s/ Harvey Moldofsky
/s/ Seth Lederman Lederman & Co., LLC	/s/ Stuart Davidson Oystercatcher Trust
/s/ Seth Lederman L&L Technologies, LLC	/s/ William David Ju William David Ju, LLC
/s/ Mark Goldwasser National Holding Corporation	/s/ Seth Lederman Seth M. Lederman 1999 Trust
/s/ Stuart Davidson Lysander, LLC	/s/ James Stuart, Jr. Lion Rock Investment, LLC
/s/ Seth Lederman Targent Pharmaceuticals, LLC

 

 

 

 

 

Address for Notices:

Address: _________________________                      

Tel:          _________________________                   

Fax:          _________________________                     

Please Check One:

The Tonix Shareholder hereby certifies that it is:

____

an “Accredited Investor” under Regulation D of the Securities Act (see Section 3.4 and Annex III of this Agreement); or

____

a Non-U.S. Person, that hereby confirms that the representations and warranties in Section 3.4(b) of this Agreement are true and correct as to such Tonix Shareholder, and hereby accepts and agrees to comply with the covenants in Section 3.4(b).

 

 

 

 

(I)       Name of Representative Stockholder	(II)     Shares of Pubco Common Stock Owned Immediately Prior to Transaction	(III)       Shares of Pubco Common Stock Cancelled	(IV)     Shares of Pubco  Common Stock Owned Post-Transaction
David Moss	3,250,000	1,500,000	1,771,818 *
Total:	3,250,000	1,500,000	1,771,818 *

* Includes 21,818 shares of common stock to be received by Mr. Moss in exchange for 25,000 shares of Tonix common stock owned.

 

 

 

 

 

Category A	The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, excluding the value of such person’s primary residence, presently exceeds $1,000,000.
Category B	The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.
Category C	The undersigned is a director or executive officer of Pubco which is issuing and selling the securities.
Category D	The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely by persons that are accredited investors.
Category E	The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940.
Category F	The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Securities and with total assets in excess of $5,000,000.
Category G	The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a “sophisticated investor“ as defined in Regulation 506(b)(2)(ii) under the Act.
Category H	The undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Agreement.

 

 

 

 

(List of Business Jurisdictions)

Delaware

New York

(Subsidiaries)

Krele, LLC, a Delaware limited liability company – 100% owned by Tonix Pharmaceuticals, Inc.

(Intellectual Property)

Patent/ Application		Number		Name		Jurisdiction
Patent		6,541,523		“Methods For Treating Or Preventing Fibromyalgia Using Very Low Doses Of Cyclobenzaprine”		U.S.A.
Patent		6,395,788		“Methods And Compositions For Treating Or Preventing Sleep Disturbances And Associated Illnesses Using Very Low Doses Of Cyclobenzaprine”		U.S.A.
Patent		6,358,944		“Methods And Compositions For Treating Generalized Anxiety Disorder”		U.S.A.
Application		12/948,828		“Methods And Compositions For Treating Symptoms Associated With Post-Traumatic Stress Disorder Using Cyclobenzaprine”		U.S.A.
Application		61/449,838		“Methods and Compositions for Treating Depression Using Cyclobenzaprine”		U.S.A.
Application		13/157,270		“Method for Improving Fatigue Using Low Dose Cyclobenzaprine”		U.S.A.
Patents		1202722		“Uses of Compositions for Treating or Preventing Sleep Disturbances Using Very  Low Doses of Cyclobenzaprine”		Belgium, France, Ireland, Luxembourg, Monaco, Portugal, Switzerland and United Kingdom
Patent		299369		“Uses of Compositions for Treating or Preventing Sleep Disturbances Using Very  Low Doses of Cyclobenzaprine”		Austria
Patent		60021266		“Uses of Compositions for Treating or Preventing Sleep Disturbances Using Very  Low Doses of Cyclobenzaprine”		Germany
Patent		516749		“Uses of Compositions for Treating or Preventing Sleep Disturbances Using Very  Low Doses of Cyclobenzaprine”		New Zealand
Patent		2245944		“Uses of Compositions for Treating or Preventing Sleep Disturbances Using Very  Low Doses of Cyclobenzaprine”		Spain
Patent		1047691		“Uses of Compositions for Treating or Preventing Sleep Disturbances Using Very  Low Doses of Cyclobenzaprine”		Hong Kong
Application		PCT/US 10/02979		“Methods And Compositions For Treating Symptoms Associated With Post-Traumatic Stress Disorder Using Cyclobenzaprine”		PCT
Application		12/145,792		“Compositions and Methods for Increasing Compliance with Therapies using Aldehyde Dehydrogenase Inhibitors and Treating Alcoholism” (notice of allowance)		U.S.A.
Application		PCT/US 11/01529		“Method for Treating Cocaine Addiction”		PCT
Patent		2002354017		“Compositions and Methods for Increasing Compliance with Therapies using Aldehyde Dehydrogenase Inhibitors and Treating Alcoholism”		Australia
Patent		2463987		“Compositions and Methods for Increasing Compliance with Therapies using Aldehyde Dehydrogenase Inhibitors and Treating Alcoholism”		Canada
Patents		1441708		“Compositions and Methods for Increasing Compliance with Therapies using Aldehyde Dehydrogenase Inhibitors and Treating Alcoholism”		Austria Belgium Switzerland Denmark Luxembourg Monaco Germany France Portugal and United Kingdom
Application		12/151,200		“Method For Treating Neurodegenerative Dysfunction”		U.S.A.
Application		2723688		“Method For Treating Neurodegenerative Dysfunction”		Canada
Application		2299822		“Method For Treating Neurodegenerative Dysfunction”		European Patent Office

Trademark/ Application	Number	Name	Jurisdiction
Application	85088881	Tonix Pharmaceuticals	U.S.A.

(Litigation)

None.

(Contracts)

Consulting Agreement, dated as of June 4, 2010, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and Lederman & Co., LLC

Amendment to Consulting Agreement, dated as of December 9, 2010, by and between Tonix Pharmaceuticals, Inc. and Lederman & Co., LLC

Consulting Agreement, dated as of June 4, 2010, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and L&L Technologies, LLC

Technology Transfer and Assignment Agreement, dated as of June 4, 2010, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and Lederman & Co., LLC

Financial Public Relations Agreement, dated as of August 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Porter, LeVay & Rose, Inc.

Feasibility and Option Agreement, dated as of June 20, 2007, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and Lipocine, Inc.

Amendment to Feasibility and Option Agreement, dated as of October 4, 2010, by and between Tonix Pharmaceuticals, Inc. and Lipocine, Inc.

Engagement Agreement, dated as of October 6, 2010, by and between Tonix Pharmaceuticals, Inc. and Frost and Sullivan

API Supply and Development Agreement, dated as of April 7, 2011, by and between Tonix Pharmaceuticals, Inc. and JFC Technologies, Inc.

Employment Agreement, dated as of April 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Rhonda Rosen

Employment Agreement, dated as of April 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Benjamin A. Selzer

Employment Agreement, dated as of April 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Susan Oliver (now, Susan Kerridge)

Amendment to Employment Agreement, dated as of July 27, 2011, by and between Tonix Pharmaceuticals, Inc. and Rhonda Rosen

Amendment to Employment Agreement, dated as of July 27, 2011, by and between Tonix Pharmaceuticals, Inc. and Benjamin A. Selzer

Amendment to Employment Agreement, dated as of July 27, 2011, by and between Tonix Pharmaceuticals, Inc. and Susan Oliver (now, Susan Kerridge)

Consulting Agreement, dated as of June 2, 2011, by and between Tonix Pharmaceuticals, Inc. and Pharmanet Canada, Inc.

(Material Changes)

On September 9, 2011, Tonix sold $500,000 principal amount of the Old Notes accredited investors. The Old Notes were due one year from the date of issuance, bear interest at the rate of 8% per annum and are automatically convertible into Debentures in the Private Placement.

(Certain Fees)

In connection with the Private Placement, Tonix has agreed to pay its placement agents, WFG Investments, Inc., Seagate Advisors Inc. and CSA Capital Limited an 8% commission of the gross proceeds delivered by purchasers introduced by such placement agents in the Private Placement. In addition, WFG Investments, Inc., Seagate Advisors Inc. and CSA Capital Limited shall earn warrants to purchase shares of Common Stock equal to 3%, 9% and 9%, respectively, of the gross proceeds delivered by purchasers introduced by such placement agents in the Private Placement divided by the purchase price per share in a Subsequent Financing (as defined in the Private Placement documents). In the event that the Subsequent Financing has not occurred within 12 months from the date of issuance of the Debentures, WFG Investments, Inc., Seagate Advisors Inc. and CSA Capital Limited will receive, in lieu of the warrants, shares of common stock equal to 3%, 9% and 9%, respectively, of the number of shares of Common Stock such purchasers introduced by such placement agents in the Private Placement are entitled to receive upon conversion of their Debentures.

In addition, we agreed to issue Dawson James Securities, Inc. 400,000 shares of Pubco common stock.

 

 

 

(Registration Rights)

None.

 

 

 

(Capitalization and Pubco Stock Issuances)

 

 

 

(Material Changes)

None.

 

 

 

(Pubco’s Accountant)

MaloneBailey, LLP

10350 Richmond Ave., Suite 800

Houston, Texas 77042

Phone: 713 ###-###-####

Fax: 713 ###-###-####

(Pubco’s Contracts)

Agreement Appointing Holladay Stock Transfer, Inc. as Transfer Agent and Registrar dated as of September 14, 2008 by and between Tamandare Explorations Inc. and Holladay Stock Transfer, Inc.

Promissory Note dated December 17, 2010 by and between Tamandare Explorations Inc. and David Moss.

Agreement for Virtual Office Services dated November 24, 2011 between Tamandare Explorations Inc. and Regus.

 

 

 

 

(Pubco’s Schedule of Liabilities)

The $10,000 promissory note issued by Pubco to David Moss was forgiven by Mr. Moss immediately prior to the closing of the Share Exchange Agreement.

(Pubco’s Transfer Agent)

Holladay Stock Transfer, Inc.

2939 North 67th Place, Suite C

Scottsdale, AZ 85251

(480) 481-3940

Account Manager: