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Proteonomix, Inc. – ‘10-12G’ on 8/4/09 – EX-10.7

On:  Tuesday, 8/4/09, at 9:58am ET   ·   Accession #:  1091818-9-219   ·   File #:  0-53750

Previous ‘10-12G’:  None   ·   Next:  ‘10-12G/A’ on 10/20/09   ·   Latest:  ‘10-12G/A’ on 4/14/10   ·   8 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/04/09  Proteonomix, Inc.                 10-12G                31:1.5M                                   Yes International/FA

Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration Statement                              HTML    532K 
 2: EX-2.1      Plan of Acquisition                                 HTML    173K 
 3: EX-3.1      Articles of Incorporation                           HTML     13K 
12: EX-3.10     By-Laws                                             HTML     59K 
 4: EX-3.2      Articles of Incorporation                           HTML     12K 
 5: EX-3.3      Articles of Incorporation                           HTML     14K 
 6: EX-3.4      Articles of Incorporation                           HTML     12K 
 7: EX-3.5      Articles of Incorporation                           HTML     12K 
 8: EX-3.6      Articles of Incorporation                           HTML     12K 
 9: EX-3.7      Articles of Incorporation                           HTML     14K 
10: EX-3.8      Articles of Incorporation                           HTML     13K 
11: EX-3.9      Articles of Incorporation                           HTML     53K 
13: EX-10.1     Material Contract                                   HTML     44K 
22: EX-10.10    Material Contract                                   HTML     33K 
23: EX-10.11    Material Contract                                   HTML     48K 
24: EX-10.12    Material Contract                                   HTML     16K 
25: EX-10.13    Material Contract                                   HTML     21K 
26: EX-10.14    Material Contract                                   HTML     43K 
27: EX-10.15    Material Contract                                   HTML     27K 
28: EX-10.16    Material Contract                                   HTML     18K 
29: EX-10.17    Material Contract                                   HTML     47K 
30: EX-10.18    Material Contract                                   HTML     42K 
31: EX-10.19    Material Contract                                   HTML     30K 
14: EX-10.2     Material Contract                                   HTML     26K 
15: EX-10.3     Material Contract                                   HTML     27K 
16: EX-10.4     Material Contract                                   HTML     45K 
17: EX-10.5     Material Contract                                   HTML     29K 
18: EX-10.6     Material Contract                                   HTML     34K 
19: EX-10.7     Material Contract                                   HTML     14K 
20: EX-10.8     Material Contract                                   HTML     43K 
21: EX-10.9     Material Contract                                   HTML     28K 


EX-10.7   —   Material Contract


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




Exhibit 10.7

AMENDMENT TO RETAINER AGREEMENT

BY AND BETWEEN PROTEONOMIX, INC. and JOEL PENSLEY

This Amendment (the “Amendment”) is made as of this 11th day of February, 2009, to a retainer agreement executed on November 29, 2007, by and between National Stem Cell Holding, Inc. (“NSCH”) and Joel Pensley, Esq. (“Pensley”) (the “Retainer Agreement”), in order to reflect and memorialize changes which have been made to the Retainer Agreement.

WHEREAS, since the execution of the Retainer Agreement, NSCH has changed its name to Proteonomix, Inc., and Proteonomix, Inc. is a Delaware corporation with offices at 187 Mill Lane, Mountainside, New Jersey 07092 (the “Company”); and Pensley has an address at 211 Schoolhouse Road, Norfolk, Connecticut 06058 (herein, the Company and Pensley are together referred to as the “Parties”); and

WHEREAS, the Retainer Agreement provides for compensation to Pensley for services rendered and to be rendered to the Company to be paid in the form of shares of the Company’s common stock, par value $.001 (the “Shares”);

NOW, THEREFORE, in consideration of the mutual covenants herein set forth and as set forth in the Retainer Agreement, the Retainer Agreement is hereby amended as follows:

1.  Pensley has, as of the date of this Amendment, been issued a total of 480,000 Shares, for consideration as follows:

200,000 Shares for services rendered and to be rendered through the end of the term of the Retainer Agreement;

180,000 Shares for becoming a director of the Company; and

100,000 Shares which will vest upon the filing of an S-1 registration statement.

2.  To the extent that the above Share issuances conflict with the terms of the Retainer Agreement, this Amendment shall supersede those terms.

3.  The remainder of the terms and conditions of the Retainer Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.


PROTEONOMIX, INC.

   /s/Joel Pensley  

By:    /s/Michael Cohen        

    Joel Pensley

     Michael Cohen, President





Dates Referenced Herein

This ‘10-12G’ Filing    Date    Other Filings
Filed on:8/4/09None on these Dates
11/29/07
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/21/10  SEC                               UPLOAD10/06/17    1:20K  Proteonomix, Inc.
 4/12/10  SEC                               UPLOAD10/06/17    1:43K  Proteonomix, Inc.
 3/04/10  SEC                               UPLOAD10/06/17    1:47K  Proteonomix, Inc.
 2/22/10  SEC                               UPLOAD10/06/17    1:44K  Proteonomix, Inc.
 1/25/10  SEC                               UPLOAD10/06/17    1:52K  Proteonomix, Inc.
12/22/09  SEC                               UPLOAD10/06/17    1:80K  Proteonomix, Inc.
11/06/09  SEC                               UPLOAD10/06/17    1:88K  Proteonomix, Inc.
 8/31/09  SEC                               UPLOAD10/06/17    1:231K Proteonomix, Inc.
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Filing Submission 0001091818-09-000219   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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