Section 1. Exchange. At the Closing (as defined below), the Company shall exchange the existing Series A Preferred Stock specified on Schedule 1 attached hereto owned by each Investor for shares of the Series B Preferred Stock in the amount or amounts specified on Schedule 1 attached hereto, such Series B Preferred Stock to have [...]
Section 3. Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an [...]
2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock Award (the “Restricted Shares”) are subject to the following restrictions until they expire or terminate. (a) Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. (b) If your employment or service with the Company or any Affiliate terminates for any reason [...]
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of October 23, 2007, by and among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”). *** (h) Shares Legend. The Shares, and the Warrant Shares shall bear the following or [...]
THIS EXCHANGE AGREEMENT (the “Agreement”) made as of this 1st day of October, 2004 (the “Effective Date”), by and among and those persons executing this Agreement whose names and addresses are set forth in the signature pages (collectively, the “Shareholders”), owning all of the issued and outstanding shares of Advance Nanotech, Inc. (“ADNANO”), a Delaware [...]
SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is made as of November 27, 2007 by and among eResearchTechnology, Inc., a Delaware corporation (the “Acquirer”), Covance Central Laboratory Services Limited Partnership, an Indiana limited partnership (the “Shareholder”), Covance Cardiac Safety Services Inc., a Pennsylvania corporation (the “Company”), and Covance Inc., a Delaware corporation (the [...]
PURCHASE AGREEMENT This Purchase Agreement (the “Agreement”) is made and entered into this 17 day of October, 2007, by and among TEZ Real Estate, LP, a Pennsylvania limited partnership (the “Partnership”), TEZ Management, LLC, a Pennsylvania limited liability company (the “General Partner”), The End Zone, Inc., a Pennsylvania corporation (the “Company”), Vincent Piazza (“Piazza” or [...]
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is made and entered into this 30th day of November, 2007, by and among Miami Gardens Square One, Inc., a Florida corporation (the “Company”), Stellar Management Corporation, a Florida corporation (“Stellar”), Richard Stanton (“Stanton”) and Norman Hickmore (“Hickmore”) (Stanton and Hickmore are referred to collectively herein [...]
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 17, 2007 by and among Fluid Media Networks, Inc., a Nevada corporation (“Buyer”), Trusonic Inc., a Delaware corporation (the “Company”), Joseph J. Tebo and the other Stockholders whose names appear on Schedule 2.01 attached to and made a part of this [...]
(a) The Bank shall enter into Participant Agreements with the Participants identified therein in the form attached hereto as Exhibit B with such changes and modifications as shall be approved by the Distributor identified therein (the Distributor’s execution of the Participant Agreement being conclusive as to its approval of any such changes and modifications), provided [...]
SECTION 5. INDEMNIFICATION AND LIMITATION OF LIABILITY (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any [...]
IRREVOCABLE PROXY 1. PROXY. (a) The undersigned, Perry Sutaria, is the sole Manager of each of Rametra Holdings I, LLC (“Rametra Holdings”), P&K Holdings, LLC (“P&K Holdings”) and Rajs Holdings I, LLC (“Rajs Holdings” and, together with P&K Holdings and Rametra Holdings, the “LLCs”). The LLCs, Perry Sutaria and Raj Sutaria hold or exercise voting [...]
Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made by the parties below (“the Parties”) in Shanghai, China on January 16, 2006: *** (Shareholder A, Shareholder B, Shareholder C, Shareholder D and Shareholder E, including their respective successors and legal assigns, are hereinafter collectively referred to as “Pledgors”.) WHEREAS: Shareholder A, Shareholder B, [...]
2003 Equity Incentive Plan Adopted March 13, 2003 Approved By Shareholders March 24, 2003 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) Available Stock Awards. The purpose of the Plan is to provide a means by [...]