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Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (137K)
Doc #1120817: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
--------------------------------------------------
by and among
ISLAND PACIFIC, INC.,
RETAIL TECHNOLOGIES INTERNATIONAL, INC.,
IPI MERGER SUB, INC.,
and
MICHAEL TOMCZAK and JEFFREY BOONE
March 12, . . .
1120817
|
Island Pacific
As referenced in this Agreement and Plan of Reorganization:
ISLAND PACIFIC, INC. – EX-2.1
<SEQUENCE>3
<FILENAME>island_8kex2-1.txt
<TEXT>
<PAGE>
EXHIBIT 2.1
================================================================================
--------------------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION
--------------------------------------------------
by and among
ISLAND PACIFIC, INC. ,
RETAIL TECHNOLOGIES INTERNATIONAL, INC.,
IPI MERGER SUB, INC.,
and
MICHAEL TOMCZAK and JEFFREY BOONE
March 12, 2004
================================================================================
<PAGE>
APPENDIX 1
DEFINITIONS
-----------
"Accounts Receivable" shall have the meaning
_____________
Island Pacific, Inc. – or Entity and any court or other tribunal).
"Intellectual Property Assets" shall have the meaning set forth in Section
3.21.1.
"Intuit" shall mean Intuit, Inc.
"IPI" shall mean Island Pacific, Inc. , as set forth in the introductory
paragraph.
"IPI Common Stock" shall mean the common stock of IPI.
"IPI Disclosure Schedule" shall have the meaning set forth in Article 4.
"
_____________
Island Pacific, Inc. – PAGE>
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement")
is entered into as of March 12, 2004 by and among Island Pacific, Inc. , a
Delaware corporation ("IPI"), Retail Technologies International, Inc., a
California corporation ("RTI"), IPI Merger Sub, Inc., a Delaware corporation
("Merger Sub"), and Michael Tomczak and Jeffrey Boone (each, a "
_____________
Island Pacific, Inc. – RTI'S COUNSEL:
Morrison & Foerster, LLP
400 Capitol Mall, Suite 2600
Sacramento, CA 95814
Attn: Christopher L. Russell, Esq.
Facsimile: (916) 448-3222
IF TO IPI
OR MERGER SUB: Island Pacific, Inc.
19800 MacArthur Blvd., Suite 1200
Irvine, California 92612
WITH COPY TO IPI"S COUNSEL:
Solomon Ward Seidenwurm & Smith, LLP
401 B Street, Suite 1200
San Diego, California 92101
_____________
ISLAND PACIFIC, INC. – any such communication.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
37
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first set forth above.
--------------------------------------------------------------------------------
ISLAND PACIFIC, INC. RETAIL TECHNOLOGIES INTERNATIONAL, INC.
a Delaware corporation a California corporation
By: /s/ Ran Furman By: /s/ Michael Tomczak
------------------------------- -------------------------------
Name: Ran Furman Name: Michael Tomczak
----------------------------- -----------------------------
Its: Chief Financial Officer Its:
_____________
dt 1469842
;
Island Pacific
As referenced in this Agreement and Plan of Reorganization:
ISLAND PACIFIC, INC. – EX-2.1
<SEQUENCE>3
<FILENAME>island_8kex2-1.txt
<TEXT>
<PAGE>
EXHIBIT 2.1
================================================================================
--------------------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION
--------------------------------------------------
by and among
ISLAND PACIFIC, INC. ,
RETAIL TECHNOLOGIES INTERNATIONAL, INC.,
IPI MERGER SUB, INC.,
and
MICHAEL TOMCZAK and JEFFREY BOONE
March 12, 2004
================================================================================
<PAGE>
APPENDIX 1
DEFINITIONS
-----------
"Accounts Receivable" shall have the meaning
_____________
Island Pacific, Inc. – or Entity and any court or other tribunal).
"Intellectual Property Assets" shall have the meaning set forth in Section
3.21.1.
"Intuit" shall mean Intuit, Inc.
"IPI" shall mean Island Pacific, Inc. , as set forth in the introductory
paragraph.
"IPI Common Stock" shall mean the common stock of IPI.
"IPI Disclosure Schedule" shall have the meaning set forth in Article 4.
"
_____________
Island Pacific, Inc. – PAGE>
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement")
is entered into as of March 12, 2004 by and among Island Pacific, Inc. , a
Delaware corporation ("IPI"), Retail Technologies International, Inc., a
California corporation ("RTI"), IPI Merger Sub, Inc., a Delaware corporation
("Merger Sub"), and Michael Tomczak and Jeffrey Boone (each, a "
_____________
Island Pacific, Inc. – RTI'S COUNSEL:
Morrison & Foerster, LLP
400 Capitol Mall, Suite 2600
Sacramento, CA 95814
Attn: Christopher L. Russell, Esq.
Facsimile: (916) 448-3222
IF TO IPI
OR MERGER SUB: Island Pacific, Inc.
19800 MacArthur Blvd., Suite 1200
Irvine, California 92612
WITH COPY TO IPI"S COUNSEL:
Solomon Ward Seidenwurm & Smith, LLP
401 B Street, Suite 1200
San Diego, California 92101
_____________
ISLAND PACIFIC, INC. – any such communication.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
37
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first set forth above.
--------------------------------------------------------------------------------
ISLAND PACIFIC, INC. RETAIL TECHNOLOGIES INTERNATIONAL, INC.
a Delaware corporation a California corporation
By: /s/ Ran Furman By: /s/ Michael Tomczak
------------------------------- -------------------------------
Name: Ran Furman Name: Michael Tomczak
----------------------------- -----------------------------
Its: Chief Financial Officer Its:
_____________
dt 1469858
;
Intuit
As referenced in this Agreement and Plan of Reorganization:
Intuit, Inc. – instrumentality,
official, organization, unit, body or Entity and any court or other tribunal).
"Intellectual Property Assets" shall have the meaning set forth in Section
3.21.1.
"Intuit" shall mean Intuit, Inc.
"IPI" shall mean Island Pacific, Inc., as set forth in the introductory
paragraph.
"IPI Common Stock" shall mean the common stock of IPI.
"IPI Disclosure Schedule" shall have the
_____________
dt 1469811
;
|
Intuit
As referenced in this Agreement and Plan of Reorganization:
Intuit, Inc. – instrumentality,
official, organization, unit, body or Entity and any court or other tribunal).
"Intellectual Property Assets" shall have the meaning set forth in Section
3.21.1.
"Intuit" shall mean Intuit, Inc.
"IPI" shall mean Island Pacific, Inc., as set forth in the introductory
paragraph.
"IPI Common Stock" shall mean the common stock of IPI.
"IPI Disclosure Schedule" shall have the
_____________
dt 1462739
;
SVB
As referenced in this Agreement and Plan of Reorganization:
Silicon
Valley Bank. – which any of
the changes or events listed in Section 3.15 is likely to occur, or (ii) incur
any indebtedness for borrowed funds under RTI's credit facility with Silicon
Valley Bank.
5.4 NOTIFICATION. Between the date of this Agreement and the Closing
Date, RTI and the Shareholders will promptly notify IPI in writing if RTI
becomes aware of any
_____________
dt 1392151
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (18K)
Doc #1121027: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
OF SVI SOLUTIONS, INC.,
A DELAWARE CORPORATION,
AND
SVI HOLDINGS, INC.,
A NEVADA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated as of February 20, 2001 (the
"Agreement") is between SVI Solutions Inc., a Delaware corporation ("SVI
Delaware"), and SVI Holdings, Inc., a Nevada corporation ("SVI Nevada"). SVI
Delaware and SVI Nevada . . .
1121027
| | |
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (18K)
Doc #1121077: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
OF SVI SOLUTIONS, INC.,
A DELAWARE CORPORATION,
AND
SVI HOLDINGS, INC.,
A NEVADA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated as of February 20, 2001 (the
"Agreement") is between SVI Solutions Inc., a Delaware corporation ("SVI
Delaware"), and SVI Holdings, Inc., a Nevada corporation ("SVI Nevada"). SVI
Delaware and SVI Nevada . . .
1121077
| | |
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| 2003 |
Agreement of Merger and Plan of Reorganization
Agreement of Merger and Plan of Reorganization (148K)
Doc #1120850: Click preview link for longer preview.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
by and among:
Island Pacific, Inc.,
a California corporation;
Page Digital Corporation, Inc.,
a Colorado corporation;
and
IPI Acquisition, Inc.,
a Delaware corporation
Dated as of November 20, 2003
< . . .
1120850
|
Island Pacific
As referenced in this Agreement of Merger and Plan of Reorganization:
Island Pacific, Inc. – 1
<SEQUENCE>3
<FILENAME>island_8kex2-1.txt
<TEXT>
<PAGE>
EXHIBIT 2.1
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
by and among:
Island Pacific, Inc. ,
a California corporation;
Page Digital Corporation, Inc.,
a Colorado corporation;
and
IPI Acquisition, Inc.,
a Delaware corporation
Dated as of November 20, 2003
<PAGE>
ANNEX
"AFFILIATE" shall
_____________
Island Pacific, Inc. – lt;PAGE>
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement")
dated the 20th day of November 2003 , by and among Island Pacific, Inc. , a
Delaware corporation ("IPI"), Page Digital Incorporated, a Colorado corporation
("Page"), and IPI Acquisition, Inc., a Delaware corporation ("Merger Sub"),
Lawrence Page and David Joseph (collectively the "Stockholders").
RECITALS
_____________
Island Pacific, Inc. – Englewood, CO 80111
with a copy to:
Richardson & Patel, LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, CA 90024
Attn.: Kevin Friedmann, Esq.
IPI AND MERGER SUB:
------------------
c/o Island Pacific, Inc.
Attn.: Ran Furman
19800 Mac Arthur Boulevard
Twelfth Floor
Irvine, CA 92612-2441
with a copy to:
Solomon, Ward, Seidenwurm & Smith
401 B Street, Suite 1200
San Diego,
_____________
ISLAND PACIFIC INC. – if know by him, must have materially affected his
settlement with the debtor.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first set forth above.
ISLAND PACIFIC INC. , PAGE DIGITAL INCORPORATED,
a Delaware corporation a Colorado corporation
By: //SS By:
---------------------------------
Name: RAN H. FURMAN Name: LAWRENCE PAGE
------------------------------- ------------------------------
Its: CHIEF FINANCIAL OFFICER Its: PRESIDENT
------------------------------- ------------------------------
Stockholders:
//SS
-----------------------------------
Lawrence Page,
_____________
dt 1759273
;
|
Island Pacific
As referenced in this Agreement of Merger and Plan of Reorganization:
Island Pacific, Inc. – 1
<SEQUENCE>3
<FILENAME>island_8kex2-1.txt
<TEXT>
<PAGE>
EXHIBIT 2.1
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
by and among:
Island Pacific, Inc. ,
a California corporation;
Page Digital Corporation, Inc.,
a Colorado corporation;
and
IPI Acquisition, Inc.,
a Delaware corporation
Dated as of November 20, 2003
<PAGE>
ANNEX
"AFFILIATE" shall
_____________
Island Pacific, Inc. – lt;PAGE>
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement")
dated the 20th day of November 2003 , by and among Island Pacific, Inc. , a
Delaware corporation ("IPI"), Page Digital Incorporated, a Colorado corporation
("Page"), and IPI Acquisition, Inc., a Delaware corporation ("Merger Sub"),
Lawrence Page and David Joseph (collectively the "Stockholders").
RECITALS
_____________
Island Pacific, Inc. – Englewood, CO 80111
with a copy to:
Richardson & Patel, LLP
10900 Wilshire Blvd., Suite 500
Los Angeles, CA 90024
Attn.: Kevin Friedmann, Esq.
IPI AND MERGER SUB:
------------------
c/o Island Pacific, Inc.
Attn.: Ran Furman
19800 Mac Arthur Boulevard
Twelfth Floor
Irvine, CA 92612-2441
with a copy to:
Solomon, Ward, Seidenwurm & Smith
401 B Street, Suite 1200
San Diego,
_____________
dt 1759285
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| 2007 |
Deed
Deed (33K)
Doc #3244165: Click preview link for longer preview.
DEED
Amending deed
------------------------------------------
3Q Holdings Limited
Island Pacific (UK) Limited
Applied Retail Solutions, Inc.
Island Pacific, Inc.
FREEHILLS
---------
MLC Centre Martin Place Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia
Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000
www.freehills.com DX 361 Sydney
Sydney Melbourne Perth . . .
3244165
|
Island Pacific
As referenced in this Deed:
Island Pacific, Inc. – island_8kex2-2.txt
{DESCRIPTION}AMENDING DEED TO THE ASSET PURCHASE AGMT.
{TEXT}
{PAGE}
Exhibit 2.2
DEED
Amending deed
------------------------------------------
3Q Holdings Limited
Island Pacific (UK) Limited
Applied Retail Solutions, Inc.
Island Pacific, Inc.
FREEHILLS
---------
MLC Centre Martin Place Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia
Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000
www.freehills.com
_____________
ISLAND PACIFIC, INC. – Wendens
Ambo, Essex, UK
(UK SUB)
--------------------------------------------------------------------------------------------------
APPLIED RETAIL SOLUTIONS, INC.
of 3252 Holiday Court, La Jolla, California 92037, USA
(ARS)
(3Q, UK Sub and ARS, together being, the BUYER)
--------------------------------------------------------------------------------------------------
Seller ISLAND PACIFIC, INC.
of 19800 MacArthur Boulevard, Suite 1200, Irvine, CA 92612, USA.
(SELLER)
--------------------------------------------------------------------------------------------------
Background 1 The parties entered into an asset purchase agreement on 31
October 2007 (PRINCIPAL AGREEMENT).
2 The
_____________
Island Pacific, Inc
– be an officer]
Applied Retail Solutions, Inc.
By:___________________________
Title: ______________________ [Must be an officer]
Island Pacific (UK) Limited Company No. 6409686
By:___________________________
Title: ______________________ [Must be an officer]
Island Pacific, Inc
By:___________________________
Title:________________________
page 13
{/TEXT}
{/DOCUMENT}
_____________
dt 1839024
;
|
Island Pacific
As referenced in this Deed:
Island Pacific, Inc. – island_8kex2-2.txt
{DESCRIPTION}AMENDING DEED TO THE ASSET PURCHASE AGMT.
{TEXT}
{PAGE}
Exhibit 2.2
DEED
Amending deed
------------------------------------------
3Q Holdings Limited
Island Pacific (UK) Limited
Applied Retail Solutions, Inc.
Island Pacific, Inc.
FREEHILLS
---------
MLC Centre Martin Place Sydney NSW 2000 Australia
GPO Box 4227 Sydney NSW 2001 Australia
Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000
www.freehills.com
_____________
ISLAND PACIFIC, INC. – Wendens
Ambo, Essex, UK
(UK SUB)
--------------------------------------------------------------------------------------------------
APPLIED RETAIL SOLUTIONS, INC.
of 3252 Holiday Court, La Jolla, California 92037, USA
(ARS)
(3Q, UK Sub and ARS, together being, the BUYER)
--------------------------------------------------------------------------------------------------
Seller ISLAND PACIFIC, INC.
of 19800 MacArthur Boulevard, Suite 1200, Irvine, CA 92612, USA.
(SELLER)
--------------------------------------------------------------------------------------------------
Background 1 The parties entered into an asset purchase agreement on 31
October 2007 (PRINCIPAL AGREEMENT).
2 The
_____________
Island Pacific, Inc
– be an officer]
Applied Retail Solutions, Inc.
By:___________________________
Title: ______________________ [Must be an officer]
Island Pacific (UK) Limited Company No. 6409686
By:___________________________
Title: ______________________ [Must be an officer]
Island Pacific, Inc
By:___________________________
Title:________________________
page 13
{/TEXT}
{/DOCUMENT}
_____________
dt 1839026
|
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| 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (147K)
Doc #1121144: Click preview link for longer preview.
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement"), dated as of March 16,
2000, is made and entered into by and among between Marketplace Systems
Corporation, a Texas corporation ("Seller"), Jay Fisher, an individual (the
"Stockholder"), and SVI Holdings, Inc., a Nevada corporation ( "Buyer"), who
agree as follows:
. . .
1121144
| | |
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Asset Purchase Agreement
Asset Purchase Agreement (226K)
Doc #3192947: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of
[October 31], 2007 (the "Agreement Date") by and between 3Q Holdings Limited ACN
089 058 293 ("3Q"), Island Pacific (UK) Limited Company No. 6409686 ("UK Sub")
and Applied Retail Solutions, Inc. ("ARS" and together with 3Q and UK Sub,
"Buyer") on the one hand, and Island Pacific, Inc., a Delaware corporation
("Seller") on the other hand. Buyer and Seller are sometimes referred . . .
3192947
|
Island Pacific
As referenced in this Asset Purchase Agreement:
Island Pacific, Inc. – 293 ("3Q"), Island Pacific (UK) Limited Company No. 6409686 ("UK Sub")
and Applied Retail Solutions, Inc. ("ARS" and together with 3Q and UK Sub,
"Buyer") on the one hand, and Island Pacific, Inc. , a Delaware corporation
("Seller") on the other hand. Buyer and Seller are sometimes referred to
collectively herein as the "Parties" or individually as a "Party". The Parties
agree as
_____________
Island Pacific, Inc. – s time) it is regarded as received at 9.00am on the following
Business Day) and addressed to the intended recipient as set forth below:
58
{PAGE}
If to Seller: Island Pacific, Inc.
19800 MacArthur Boulevard, Suite 1200
Irvine, CA 92612
Attn: Barry M. Schechter, CEO
Facsimile: (858) 550-3357
Email: BarryS@islandpacific.com
Copy to not constituting notice to:
Norman L.
_____________
Island Pacific, Inc
– be an officer]
Applied Retail Solutions, Inc.
By:______________________________
Title:___________________________ [Must be an officer]
Island Pacific (UK) Limited Company No. 6409686
By:______________________________
Title:___________________________ [Must be an officer]
Island Pacific, Inc
By:______________________________
Title:___________________________
62
{PAGE}
EXHIBITS
Exhibit A - Excluded Assets
Exhibit B - Assigned Agreements
Exhibit C - Division Plant and Equipment and Leased Real Property
Exhibit D - Scheduled Assumed
_____________
dt 1839023
;
|
Island Pacific
As referenced in this Asset Purchase Agreement:
Island Pacific, Inc. – 293 ("3Q"), Island Pacific (UK) Limited Company No. 6409686 ("UK Sub")
and Applied Retail Solutions, Inc. ("ARS" and together with 3Q and UK Sub,
"Buyer") on the one hand, and Island Pacific, Inc. , a Delaware corporation
("Seller") on the other hand. Buyer and Seller are sometimes referred to
collectively herein as the "Parties" or individually as a "Party". The Parties
agree as
_____________
Island Pacific, Inc. – s time) it is regarded as received at 9.00am on the following
Business Day) and addressed to the intended recipient as set forth below:
58
{PAGE}
If to Seller: Island Pacific, Inc.
19800 MacArthur Boulevard, Suite 1200
Irvine, CA 92612
Attn: Barry M. Schechter, CEO
Facsimile: (858) 550-3357
Email: BarryS@islandpacific.com
Copy to not constituting notice to:
Norman L.
_____________
Island Pacific, Inc
– be an officer]
Applied Retail Solutions, Inc.
By:______________________________
Title:___________________________ [Must be an officer]
Island Pacific (UK) Limited Company No. 6409686
By:______________________________
Title:___________________________ [Must be an officer]
Island Pacific, Inc
By:______________________________
Title:___________________________
62
{PAGE}
EXHIBITS
Exhibit A - Excluded Assets
Exhibit B - Assigned Agreements
Exhibit C - Division Plant and Equipment and Leased Real Property
Exhibit D - Scheduled Assumed
_____________
dt 1839025
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Island Pacific, Inc.
Island Pacific, Inc. (5K)
Doc #3244164: Click preview link for longer preview.
3244164
| | |
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| 2004 |
Code of Ethics and Business Conduct
Code of Ethics and Business Conduct (21K)
Doc #1120790: This document is immediately available for purchase, but does not have a preview available for viewing.
1120790
| | |
| Full Doc
| 2000 |
Common Stock Option Agreement
Common Stock Option Agreement (11K)
Doc #1121165: This document is immediately available for purchase, but does not have a preview available for viewing.
1121165
| | |
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| 2003 |
Convertible Promissory Note
Convertible Promissory Note (21K)
Doc #1120894: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) . . .
1120894
| | |
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| 2003 |
Convertible Promissory Note
Convertible Promissory Note (21K)
Doc #1120895: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) . . .
1120895
| | |
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| 2003 |
Convertible Promissory Note
Convertible Promissory Note (21K)
Doc #1120898: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) . . .
1120898
| | |
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| 2001 |
Convertible Promissory Note
Convertible Promissory Note (16K)
Doc #1121006: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE BORROWER OTHERWISE . . .
1121006
| | |
| Preview
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| 2001 |
Convertible Promissory Note
Convertible Promissory Note (16K)
Doc #1121009: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE BORROWER OTHERWISE . . .
1121009
| | |
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| 2001 |
Convertible Promissory Note
Convertible Promissory Note (16K)
Doc #1121011: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE BORROWER OTHERWISE . . .
1121011
| | |
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| 2001 |
Convertible Promissory Note
Convertible Promissory Note (24K)
Doc #1121014: Click preview link for longer preview.
EXHIBIT A
TO
CONVERTIBLE PROMISSORY NOTE
Form of Warrant
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR . . .
1121014
| | |
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| 2001 |
Convertible Promissory Note
Convertible Promissory Note (16K)
Doc #1121016: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE BORROWER OTHERWISE . . .
1121016
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Full Doc
| 2001 |
Convertible Promissory Note
Convertible Promissory Note (16K)
Doc #1121018: Click preview link for longer preview.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE BORROWER) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE BORROWER OTHERWISE . . .
1121018
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Full Doc
| 2003 |
Development Agreement
Development Agreement (138K)
Doc #1120859: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT ("AGREEMENT") is entered into as of this 29th day of
May, 2002 ("EFFECTIVE DATE"), between SVI SOLUTIONS, INC. ("SVI"), a Delaware
corporation located at 5607 Palmer Way, Carlsbad, CA 92008, on behalf of itself
and its subsidiaries (collectively "SVI"), and Toys "R" Us, Inc. ("CUSTOMER"), a
Delaware corporation located at 461 From Road, Paramus, NJ, 07652.
This Agreement sets forth the terms and conditions by which SVI will license,
develop and install Software and provide . . .
1120859
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Toys R Us
As referenced in this Development Agreement:
Toys "R" Us, Inc. – May, 2002 ("EFFECTIVE DATE"), between SVI SOLUTIONS, INC. ("SVI"), a Delaware
corporation located at 5607 Palmer Way, Carlsbad, CA 92008, on behalf of itself
and its subsidiaries (collectively "SVI"), and Toys |