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Placement Agent Agreement
Placement Agent Agreement (53K)
Doc #124913: Click preview link for longer preview.
PLACEMENT AGENT AGREEMENT
Dated as of: November 21, 2002
Aegis Capital Corp
590 Madison Ave - 27th floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned, SmarTire Systems Inc., a British Columbia corporation (the "Company"), hereby agrees with Aegis Capital Corp., a New York Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor") as follows:
1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "Equity Line of Credit Agreement") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Five Million Dollars ($5,000,000) of the Company's common stock (the "Commitment Amount"), no par value per share (the "Common Stock"), at price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Equity Line of Credit Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Equity Line of Credit Agreement
All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Line of Credit Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "Registration Rights Agreement"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement with Wachovia Bank, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock is sometimes referred to hereinafter as the "Securities." The Placement Agent shall not be obligated to sell any Securities."
2. Compensation.
A. Upon the execution of this Agreement and the Equity Line of Credit Agreement dated the date hereof and in consideration for the services to be provided by the Placement Agent to the Company, the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the Closing Bid Price of the Company's Common Stock on the date hereof (collectively, the "Placement Agent's Shares "). The Placement Agent shall be entitled to "piggy-back" registration rights triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof.
B. The Placement Agent agrees to execute and deliver with this Agreement the Acknowledgement and Direction Schedule attached as Schedule B hereto.
C. The Placement hereby certifies, represents and warrants with the Company (which representations, warranties and covenants shall survive the closing of this Agreement) that;
(i) the Placement Agent is not a resident of British Columbia;
(ii) no securities, commission or similar regulatory authority has reviewed or passed on the merits of the Placement Agent's Shares;
(iii) there is no government or other insurance covering the Placement Agent's Shares;
(iv) there are restrictions on the Placement Agent's ability to resell the Placement Agent's Shares and it is the responsibility of the Placement Agent to find out what those restrictions are and to Comply with them before selling the Placement Agent's Shares;
(v) the Company has advised the Placement Agent that the Company is relying on an exemption from the requirements to provide the Placement Agent with a prospectus and to sell the Placement Agent's Shares through a person registered to sell securities under the Securities Act (British Columbia) (the "B.C. Act") and, as a consequence of acquiring the Placement Agent's Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Placement Agent.
3. Representations, Warranties and Covenants of the Placement Agent.
A. The Placement Agent represents, warrants and covenants as follows:
(i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby .
(ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy.
124913
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SmarTire
As referenced in this Placement Agent Agreement:
SMARTIRE SYSTEMS INC. –
_
EX-10 11 smpaa.htm EXHIBIT 10.43
SMARTIRE SYSTEMS INC.
PLACEMENT AGENT AGREEMENT
Dated as of: November 21, 2002
Aegis Capital Corp
590 Madison Ave - 27th floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned, SmarTire Systems Inc.,
_____________
SmarTire Systems Inc. – 43
SMARTIRE SYSTEMS INC.
PLACEMENT AGENT AGREEMENT
Dated as of: November 21, 2002
Aegis Capital Corp
590 Madison Ave - 27th floor
New York, NY 10022
Ladies and Gentlemen:
The undersigned, SmarTire Systems Inc. , a British Columbia corporation (the "Company"), hereby agrees with Aegis Capital Corp., a New York Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "
_____________
SmarTire Systems Inc. – to Placement Agent, to:
Aegis Capital Corp.
590 Madison Ave - 27th Floor
New York, New York 10022
Attention: Robert E. Eide
Telephone: (516) 872-1100
If to the Company, to:
SmarTire Systems Inc.
Suite 150-13151 Vanier Place
Richmond, British Columbia
Canada V6V 2J1
Attention: President
Telephone: (604) 276-9884
Facsimile: (604) 276-2353
With a copy to:
Clark, Wilson
Barristers and
_____________
SMARTIRE SYSTEMS INC. – any other provision of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
COMPANY:
SMARTIRE SYSTEMS INC.
By: /s/ Robert Rudman
Name: Robert Rudman
Title: President
PLACEMENT AGENT:
AEGIS CAPITAL CORP.
By: /s/ Robert J. Eide
Name: Robert J. Eide
Title: President and Chief Executive Officer
_____________
SMARTIRE SYSTEMS INC. – Portfolio Manager
SCHEDULE A
OUTSTANDING OBLIGATIONS TO ISSUE SECURITIES
Outstanding Obligations to Issue Securities as of the Date Hereof.
Warrants 3,298,317
Options 2,253,250
SCHEDULE B
To: SMARTIRE SYSTEMS INC.
ACKNOWLEDGEMENT AND DIRECTION
WHERAS:
A. The undersigned has agreed to acquire certain securities (the "Securities") of SmarTire Systems Inc. (the "Issuer"); and
B. The Issuer is relying on an
_____________
dt 1321885
;
TRW
As referenced in this Placement Agent Agreement:
TRW Inc – claims, security interests and defects of any material nature whatsoever, other than those set forth in the Offering Materials, the security granted to TRW Inc ., and liens for taxes not yet due and payable the Company's filings with Securities and Exchange Commission (the "SEC Documents").
(v)
_____________
TRW Inc – affect the Placement Agent's compensation, as determined by the National Association of Securities Dealers, Inc.
(xi) Except for the security granted to TRW Inc ., the Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, the
_____________
dt 123494
;
|
 Wachovia Bank
As referenced in this Placement Agent Agreement:
Wachovia Bank, – Offering, including, but not limited, to this Agreement, the Equity Line of Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement with Wachovia Bank, N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter collectively as the "Offering Materials." The Company's Common Stock is sometimes
_____________
dt 88563
;
Aegis Capital Corp.;
Cornell Capital Partners, LP
|
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| 2003 |
Broker-Dealer Placement Agent Selling Agreement
Broker-Dealer Placement Agent Selling Agreement (35K)
Doc #130360: Click preview link for longer preview.
BROKER-DEALER PLACEMENT AGENT SELLING AGREEMENT
This agreement is made as of May ___, 2003 by and between Invisa, Inc.,
a corporation organized under the laws of the State of Nevada, with its
principal place of business at 4400 Independence Court, Sarasota, Florida 34234
("Company") and Capstone Partners, L.C., a limited liability company organized
under the State of Utah, with its principal place of business at 3475 Lenox
Road, Suite 400, Atlanta, GA 30326.
The Company hereby agrees with Broker as follows:
1. Broker is a registered broker-dealer and a member of the National
Association of Securities Dealers, Inc. ("NASD"), a part of whose
business consists of the sale or placement of securities. Broker is
also registered as a broker-dealer under the securities laws of one or
more states of the United States, including the State of Florida.
2. The Company intends to offer and sell to qualified investors, shares of
common stock or other of its securities ("Securities") upon the terms
and conditions set forth in negotiated financing transactions hereafter
to be developed and agreed upon by the Company with the assistance of
the Broker. At present, it is the intention of the parties that a
maximum of $1,000,000 aggregate offering amount will be raised through
the placement of an Equity Line of Credit for the Company, which is
intended to qualify as a private placement of Securities pursuant to
exemptions from registration afforded by the Securities Act of 1933 and
applicable state law exemptions consistent therewith. This Agreement
covers placement agent services and compensation solely with regard to,
and is limited to, the placement and finalization of the Equity Line of
Credit, including the Advance, as agreed by the Company in its term
sheet with BARBELL GROUP , INC providing for same dated April 25, 2003
(the "Equity Line of Credit").
3. Broker desires to participate in the placement of the Securities for
the Equity Line of Credit on a "best efforts" basis by soliciting,
through Broker's authorized personnel, or through other broker-dealers
selected as dealers acting as additional placement agents,
subscriptions for the purchase of the Securities in accordance with the
terms of the financing arrangements agreed upon with the Company. The
Company desires to authorize Broker to obtain such subscriptions and to
seek sources of financing consistent with the Company's interests and
it is the purpose of this Agreement to set forth the agreement of the
parties relative to such authorization.
4. Broker understands and acknowledges that the offering and sale of the
Securities to be offered by the Company have not been and will not be
registered with the U.S. Securities & Exchange Commission or any other
state regulatory agency, and the Securities will be offered and sold in
reliance upon the exemptions from registration contained in Section
4(2) of the Securities Act of 1933, as amended (the "Act") and
Regulation D (Rule 506) promulgated thereunder, as well as various
exemptions from registration or qualification afforded by the "blue
sky" laws of those jurisdictions in which the Securities are offered or
sold. Securities offered and sold in exchange for the Company's
financing shall only be made to and subscriptions accepted from
"accredited investors" as defined in Rule 501 of Regulation D
promulgated under the Act.
5. Broker shall solicit subscriptions to purchase the Securities in
compliance with all applicable Federal and state securities laws and
the provisions of this Agreement. Copies of any offering documents
authorized for distribution by the Company will be furnished to the
Broker in reasonable quantities upon specific request. All copies of
the offering documents and any other printed or written materials
furnished to Broker in connection with the offering shall remain the
property of the Company, shall be treated and cared for as set out in
this Agreement and shall be returned to the Company forthwith upon
request. Broker shall maintain a written record reflecting the
distribution and location of all materials furnished in connection with
the offering and the identity of all persons to whom such materials are
distributed. In addition, Broker shall use its best efforts to: (i)
assure that the materials furnished are treated as confidential and not
reproduced or redistributed; and (ii) secure the return of all
materials furnished to persons who
130360
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Invisa
As referenced in this Broker-Dealer Placement Agent Selling Agreement:
Invisa, Inc. – 10.66 BROKER-DEALER PLACEMENT AGENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.66
BROKER-DEALER PLACEMENT AGENT SELLING AGREEMENT
This agreement is made as of May ___, 2003 by and between Invisa, Inc. ,
a corporation organized under the laws of the State of Nevada, with its
principal place of business at 4400 Independence Court, Sarasota, Florida 34234
("Company") and Capstone Partners, L.
_____________
Invisa, Inc. – and controlled by the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Company: Broker Dealer
Invisa, Inc. Capstone Partners, L.C.
A Nevada corporation A Utah limited liability company
By: Stephen A. Michael, President By: Gregory Bartko
----------------------------- ---------------------------------
Steve Michael, President Gregory Bartko, CEO
Agreed To And
_____________
Invisa, Inc. – Gregory Bartko, CEO
Agreed To And Accepted By:
Crescent Fund, Inc, (as to Section 7 Only). By execution hereof, Crescent Fund,
Inc agrees that the compensation to be paid by Invisa, Inc. to Capstone
Partners, LC as provided herein fully and completely satisfies Invisa, Inc.'s
obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc
and Invisa, Inc.
_____________
Invisa, Inc. – Section 7 Only). By execution hereof, Crescent Fund,
Inc agrees that the compensation to be paid by Invisa, Inc. to Capstone
Partners, LC as provided herein fully and completely satisfies Invisa, Inc. 's
obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc
and Invisa, Inc. dated March 6,2003, with regard to any compensation due to
Crescent Fund,
_____________
Invisa, Inc. – by Invisa, Inc. to Capstone
Partners, LC as provided herein fully and completely satisfies Invisa, Inc.'s
obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc
and Invisa, Inc. dated March 6,2003, with regard to any compensation due to
Crescent Fund, Inc, arising out of or relating to the Equity Line of Credit
defined herein and funding
_____________
dt 1484168
;
Invisa
As referenced in this Broker-Dealer Placement Agent Selling Agreement:
Invisa, Inc. – 10.66 BROKER-DEALER PLACEMENT AGENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.66
BROKER-DEALER PLACEMENT AGENT SELLING AGREEMENT
This agreement is made as of May ___, 2003 by and between Invisa, Inc. ,
a corporation organized under the laws of the State of Nevada, with its
principal place of business at 4400 Independence Court, Sarasota, Florida 34234
("Company") and Capstone Partners, L.
_____________
Invisa, Inc. – and controlled by the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Company: Broker Dealer
Invisa, Inc. Capstone Partners, L.C.
A Nevada corporation A Utah limited liability company
By: Stephen A. Michael, President By: Gregory Bartko
----------------------------- ---------------------------------
Steve Michael, President Gregory Bartko, CEO
Agreed To And
_____________
Invisa, Inc. – Gregory Bartko, CEO
Agreed To And Accepted By:
Crescent Fund, Inc, (as to Section 7 Only). By execution hereof, Crescent Fund,
Inc agrees that the compensation to be paid by Invisa, Inc. to Capstone
Partners, LC as provided herein fully and completely satisfies Invisa, Inc.'s
obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc
and Invisa, Inc.
_____________
Invisa, Inc. – Section 7 Only). By execution hereof, Crescent Fund,
Inc agrees that the compensation to be paid by Invisa, Inc. to Capstone
Partners, LC as provided herein fully and completely satisfies Invisa, Inc. 's
obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc
and Invisa, Inc. dated March 6,2003, with regard to any compensation due to
Crescent Fund,
_____________
Invisa, Inc. – by Invisa, Inc. to Capstone
Partners, LC as provided herein fully and completely satisfies Invisa, Inc.'s
obligation to Crescent Fund, Inc, under the Agreement between Crescent Fund, Inc
and Invisa, Inc. dated March 6,2003, with regard to any compensation due to
Crescent Fund, Inc, arising out of or relating to the Equity Line of Credit
defined herein and funding
_____________
dt 1456895
;
| Capstone Partners, L.C.
|
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| 2003 |
Redemption Agreement
Redemption Agreement (30K)
Doc #154514: Click preview link for longer preview.
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the "Agreement") is entered into as of the 5th
day of November, 2002 (the "Effective Date"), by and among IVAX DIAGNOSTICS,
INC., a Delaware corporation (the "Company"), TITANIUM HOLDINGS GROUP, INC., a
Nevada corporation ("Titanium"), RANDALL K. DAVIS, a natural person ("Davis"
and, together with Titanium, the "Sellers"), STEVEN ETRA, a natural person
("Etra"), and RICHARD KANDEL, a natural person ("Kandel").
PRELIMINARY STATEMENTS
WHEREAS, Titanium, Davis, Etra and Kandel are each the record and
beneficial owners of that number of shares of the Common Stock, par value $0.01
per share, of the Company (the "Common Stock") set forth opposite to their
respective names on Exhibit A hereto; and
WHEREAS, the Sellers desire to sell to the Company, and the Company desires
to redeem from the Sellers, free and clear of all Liens (as hereinafter
defined), an aggregate of 871,473 shares of Common Stock (the "Purchased
Shares") upon the terms and subject to the conditions of this Agreement; and
WHEREAS, Titanium, Etra, and Kandel (the "Optionors") desire to grant the
Company an option to acquire from the Optionors, free and clear of all Liens, an
aggregate additional 657,125 shares of Common Stock (the "Option Shares") upon
the terms and subject to the conditions of this Agreement; and
WHEREAS, as a condition to the willingness of the Company to enter into
this Agreement, the Company has requested that Titanium, Davis, Etra, and Kandel
each agree, and, in order to induce the Company to enter into this Agreement,
each of them have agreed to certain limitations on their ownership of certain of
their remaining shares of Common Stock and to certain other undertakings;
NOW, THEREFORE, in consideration of the premises and the terms, covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
PURCHASE AND SALE OF PURCHASED SHARES
1.1 Purchase and Sale of Purchased Shares. Upon the terms and subject to
the conditions set forth herein, at the Closing (as hereinafter defined) each
Seller shall sell, assign, transfer and deliver to the Company, and the Company
shall purchase and redeem from each Seller, the respective number of Purchased
Shares set forth opposite such Seller's name on Exhibit A attached hereto, free
and clear of all liens, claims, charges, pledges, security interests or other
encumbrance of
154514
|
IVAX
As referenced in this Redemption Agreement:
IVAX DIAGNOSTICS,
INC. – AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the "Agreement") is entered into as of the 5th
day of November, 2002 (the "Effective Date"), by and among IVAX DIAGNOSTICS,
INC. , a Delaware corporation (the "Company"), TITANIUM HOLDINGS GROUP, INC., a
Nevada corporation ("Titanium"), RANDALL K. DAVIS, a natural person ("Davis"
and, together with Titanium, the "Sellers"), STEVEN ETRA, a
_____________
IVAX
Diagnostics, Inc. – on the
transfer, sale, assign, loan pledge, and grant of rights or
other disposition (a "Transfer"), pursuant to the Redemption
Agreement, dated as of November 4, 2002, by and between IVAX
Diagnostics, Inc. , Titanium Holdings Group, Inc., Randall K.
Davis, Steven Etra, and Richard Kandel. The limitation on
Transfer will be effective until May 4, 2004, at which time
these securities shall
_____________
IVAX Diagnostics, Inc. – 718-894-2567
If to Kandel then to:
Richard Kandel
211 Park Avenue
Hicksville, New York 11801-1408
Facsimile: 516-931-3530
-8-
{PAGE}
If to the Company, then to:
IVAX Diagnostics, Inc.
2140 North Miami Avenue
Miami, Florida 33127
Attention: Chief Executive Officer
Facsimile: 305-324-2385
with copies to:
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: General Counsel
_____________
IVAX DIAGNOSTICS, INC. – of law principles thereof.
-9-
{PAGE}
IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the day and year first above written.
IVAX DIAGNOSTICS, INC.
By: /s/ Giorgio D'Urso
--------------------------
Name: Giorgio D'Urso
Title: President and CEO
TITANIUM HOLDINGS GROUP, INC.
By: /s/ Steven Etra
--------------------------
Name: Steven Etra
Title: Chairman of the Board
/
_____________
dt 1469010
;
IVAX
As referenced in this Redemption Agreement:
IVAX DIAGNOSTICS,
INC. – AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the "Agreement") is entered into as of the 5th
day of November, 2002 (the "Effective Date"), by and among IVAX DIAGNOSTICS,
INC. , a Delaware corporation (the "Company"), TITANIUM HOLDINGS GROUP, INC., a
Nevada corporation ("Titanium"), RANDALL K. DAVIS, a natural person ("Davis"
and, together with Titanium, the "Sellers"), STEVEN ETRA, a
_____________
IVAX
Diagnostics, Inc. – on the
transfer, sale, assign, loan pledge, and grant of rights or
other disposition (a "Transfer"), pursuant to the Redemption
Agreement, dated as of November 4, 2002, by and between IVAX
Diagnostics, Inc. , Titanium Holdings Group, Inc., Randall K.
Davis, Steven Etra, and Richard Kandel. The limitation on
Transfer will be effective until May 4, 2004, at which time
these securities shall
_____________
IVAX Diagnostics, Inc. – 718-894-2567
If to Kandel then to:
Richard Kandel
211 Park Avenue
Hicksville, New York 11801-1408
Facsimile: 516-931-3530
-8-
{PAGE}
If to the Company, then to:
IVAX Diagnostics, Inc.
2140 North Miami Avenue
Miami, Florida 33127
Attention: Chief Executive Officer
Facsimile: 305-324-2385
with copies to:
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: General Counsel
_____________
IVAX DIAGNOSTICS, INC. – of law principles thereof.
-9-
{PAGE}
IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the day and year first above written.
IVAX DIAGNOSTICS, INC.
By: /s/ Giorgio D'Urso
--------------------------
Name: Giorgio D'Urso
Title: President and CEO
TITANIUM HOLDINGS GROUP, INC.
By: /s/ Steven Etra
--------------------------
Name: Steven Etra
Title: Chairman of the Board
/
_____________
dt 1469018
;
|
 Akin Gump
As referenced in this Redemption Agreement:
Akin Gump – 1023 Morales
San Antonio, Texas 78207-2315
Facsimile: 210-224-2169
with a copy to:
Akin Gump Strauss Hauer & Feld LLP
300 Convent Street, Suite #1500
San Antonio, Texas 78205
Attn: Alan
dt 29156
;
Titanium Holdings Group, Inc.;
More... |
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| 2002 |
Redemption Agreement
Redemption Agreement (28K)
Doc #154546: Click preview link for longer preview.
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the Agreement) is entered into as of the 5th day of November, 2002 (the Effective Date), by and among IVAX DIAGNOSTICS, INC., a Delaware corporation (the Company), TITANIUM HOLDINGS GROUP, INC., a Nevada corporation (Titanium), RANDALL K. DAVIS, a natural person (Davis and, together with Titanium, the Sellers), STEVEN ETRA, a natural person (Etra), and RICHARD KANDEL, a natural person (Kandel).
Preliminary Statements
WHEREAS, Titanium, Davis, Etra and Kandel are each the record and beneficial owners of that number of shares of the Common Stock, par value $0.01 per share, of the Company (the Common Stock) set forth opposite to their respective names on Exhibit A hereto; and
WHEREAS, the Sellers desire to sell to the Company, and the Company desires to redeem from the Sellers, free and clear of all Liens (as hereinafter defined), an aggregate of 871,473 shares of Common Stock (the Purchased Shares) upon the terms and subject to the conditions of this Agreement; and
WHEREAS, Titanium, Etra, and Kandel (the Optionors) desire to grant the Company an option to acquire from the Optionors, free and clear of all Liens, an aggregate additional 657,125 shares of Common Stock (the Option Shares) upon the terms and subject to the conditions of this Agreement; and
WHEREAS, as a condition to the willingness of the Company to enter into this Agreement, the Company has requested that Titanium, Davis, Etra, and Kandel each agree, and, in order to induce the Company to enter into this Agreement, each of them have agreed to certain limitations on their ownership of certain of their remaining shares of Common Stock and to certain other undertakings;
NOW, THEREFORE, in consideration of the premises and the terms, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF PURCHASED SHARES
1.1 Purchase and Sale of Purchased Shares. Upon the terms and subject to the conditions set forth herein, at the Closing (as hereinafter defined) each Seller shall sell, assign, transfer and deliver to the Company, and the Company shall purchase and redeem from each Seller, the respective number of Purchased Shares set forth opposite such Sellers name on Exhibit A attached hereto, free and clear of all liens, claims, charges, pledges, security interests or other encumbrance of any nature whatsoever (collectively, Liens), for a purchase price equal to the closing price of the Companys Common Stock on October 24, 2002, as reflected on the American Stock Exchange, per Purchased Share (the Purchase Price).
154546
|
IVAX
As referenced in this Redemption Agreement:
IVAX DIAGNOSTICS, INC. – htm REDEMPTION AGREEMENT
Exhibit 10(i)
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the Agreement) is entered into as of the 5th day of November, 2002 (the Effective Date), by and among IVAX DIAGNOSTICS, INC. , a Delaware corporation (the Company), TITANIUM HOLDINGS GROUP, INC., a Nevada corporation (Titanium), RANDALL K. DAVIS, a natural person (Davis and, together with Titanium, the Sellers), STEVEN ETRA, a
_____________
IVAX Diagnostics, Inc. – on the transfer, sale, assign, loan pledge, and grant of rights or other disposition (a Transfer), pursuant to the Redemption Agreement, dated as of November 5, 2002, by and between IVAX Diagnostics, Inc. , Titanium Holdings Group, Inc., Randall K. Davis, Steven Etra, and Richard Kandel. The limitation on Transfer will be effective until May 5, 2004, at which time these securities shall
_____________
IVAX Diagnostics, Inc. – Facsimile: 718-894-2567
If to Kandel then to:
Richard Kandel
211 Park Avenue
Hicksville, New York 11801-1408
Facsimile: 516-931-3530
-8-
If to the Company, then to:
IVAX Diagnostics, Inc.
2140 North Miami Avenue
Miami, Florida 33127
Attention: Chief Executive Officer
Facsimile: 305-324-2385
with copies to:
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: General Counsel
_____________
IVAX DIAGNOSTICS, INC. – principles thereof.
SIGNATURE PAGE FOLLOWS
-9-
IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement as of the day and year first above written.
IVAX DIAGNOSTICS, INC.
By:
/s/ Giorgio DUrso
Name:
Giorgio DUrso
Title:
Chief Executive Officer and President
TITANIUM HOLDINGS GROUP, INC.
By:
/s/ Steven Etra
Name:
Steven Etra
Title:
Chairman of the Board
/
_____________
dt 1469011
;
IVAX
As referenced in this Redemption Agreement:
IVAX DIAGNOSTICS, INC. – htm REDEMPTION AGREEMENT
Exhibit 10(i)
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the Agreement) is entered into as of the 5th day of November, 2002 (the Effective Date), by and among IVAX DIAGNOSTICS, INC. , a Delaware corporation (the Company), TITANIUM HOLDINGS GROUP, INC., a Nevada corporation (Titanium), RANDALL K. DAVIS, a natural person (Davis and, together with Titanium, the Sellers), STEVEN ETRA, a
_____________
IVAX Diagnostics, Inc. – on the transfer, sale, assign, loan pledge, and grant of rights or other disposition (a Transfer), pursuant to the Redemption Agreement, dated as of November 5, 2002, by and between IVAX Diagnostics, Inc. , Titanium Holdings Group, Inc., Randall K. Davis, Steven Etra, and Richard Kandel. The limitation on Transfer will be effective until May 5, 2004, at which time these securities shall
_____________
IVAX Diagnostics, Inc. – Facsimile: 718-894-2567
If to Kandel then to:
Richard Kandel
211 Park Avenue
Hicksville, New York 11801-1408
Facsimile: 516-931-3530
-8-
If to the Company, then to:
IVAX Diagnostics, Inc.
2140 North Miami Avenue
Miami, Florida 33127
Attention: Chief Executive Officer
Facsimile: 305-324-2385
with copies to:
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: General Counsel
_____________
IVAX DIAGNOSTICS, INC. – principles thereof.
SIGNATURE PAGE FOLLOWS
-9-
IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement as of the day and year first above written.
IVAX DIAGNOSTICS, INC.
By:
/s/ Giorgio DUrso
Name:
Giorgio DUrso
Title:
Chief Executive Officer and President
TITANIUM HOLDINGS GROUP, INC.
By:
/s/ Steven Etra
Name:
Steven Etra
Title:
Chairman of the Board
/
_____________
dt 1469019
;
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Akin Gump
As referenced in this Redemption Agreement:
Akin Gump – 1023 Morales
San Antonio, Texas 78207-2315
Facsimile: 210-224-2169
with a copy to:
Akin Gump Strauss Hauer & Feld LLP
300 Convent Street, Suite #1500
San Antonio, Texas 78205
Attn:
dt 29157
;
Randall K. Davis;
More... |
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| 2003 |
Lock-Up Agreements and Plan Term Sheet [Form]
Lock-Up Agreements and Plan Term Sheet [Form] (20K)
Doc #161064: Click preview link for longer preview.
Chart Industries, Inc.
5885 Landerbrook Drive, Suite 150
Cleveland, Ohio 44124
April 30, 2003
To those parties identified on the signature page hereof, who are holders
of claims under the Credit Agreement, dated as of April 12, 1999, among Chart
Industries, Inc. ("Chart"), a Delaware corporation, certain subsidiaries of
Chart, and The Chase Manhattan Bank (n/k/a JPMorgan Chase Bank), as
Administrative Agent (the "Agent"), National City Bank, as Documentation Agent,
and the Lenders thereunder (as amended and modified from time to time, the
"Credit Agreement"); the Series 1 Incremental Revolving Credit Agreement, dated
as of November 29, 2000, among Chart, certain subsidiaries of Chart, the Agent,
and the Lenders thereunder (as amended and modified from time to time, the
"First Incremental Revolver"); and the Series 2 Incremental Revolving Credit
Agreement, dated as of April 17, 2001, among Chart, certain subsidiaries of
Chart, the Agent, and the Lenders thereunder (as amended and modified from time
to time, the "Second Incremental Revolver" and, collectively with the Credit
Agreement and the First Incremental Revolver, the "Credit Facilities"):
Chart and certain of its U.S. subsidiaries (collectively, the "Company")
intend to commence Chapter 11 bankruptcy cases and file a Chapter 11 plan to
effect a financial and capital structure reorganization, including the
restructuring of the obligations under the Credit Facilities (the "Bank
Claims"). This letter agreement (this "Agreement") sets forth the terms on which
you have agreed to vote all of your interests in the Bank Claims in favor of a
chapter 11 plan of reorganization that contain terms not materially different
from those set forth herein and/or in the exhibits attached hereto.
In exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the undersigned
beneficial owner of, or holder of investment authority over, the Bank Claims
(the "Bank Claim Holder"), intending to be legally bound, hereby agree as
follows:
(i) The Restructuring. The Company shall file a prepackaged case (the
"Bankruptcy Case") under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware or other venue acceptable to the Bank Claim Holder. In connection with
the Bankruptcy Case, the Company shall file a plan of reorganization (the
"Plan") that provides for a financial restructuring of the Company and its
capital structure in accordance with the terms set forth herein and in Exhibit A
hereto, which is incorporated herein and made a part hereof by this reference
(the "Plan Term Sheet"). All capitalized terms used but not defined herein shall
have the meaning given to them in the Plan Term Sheet.
161064
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Chart Industries
As referenced in this Lock-Up Agreements and Plan Term Sheet [Form]:
Chart Industries, Inc. –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}dex101.txt
{DESCRIPTION}FORM OF LOCK-UP AGREEMENTS AND PLAN TERM SHEET
{TEXT}
{PAGE}
Exhibit 10.1
Chart Industries, Inc.
5885 Landerbrook Drive, Suite 150
Cleveland, Ohio 44124
April 30, 2003
To those parties identified on the signature page hereof, who are holders
of claims under the Credit Agreement,
_____________
Chart
Industries, Inc. – Ohio 44124
April 30, 2003
To those parties identified on the signature page hereof, who are holders
of claims under the Credit Agreement, dated as of April 12, 1999, among Chart
Industries, Inc. ("Chart"), a Delaware corporation, certain subsidiaries of
Chart, and The Chase Manhattan Bank (n/k/a JPMorgan Chase Bank), as
Administrative Agent (the "Agent"), National City Bank, as Documentation
_____________
CHART INDUSTRIES, INC. – Credit Agreement, as
such term is defined therein.
Please sign in the space provided below to indicate your agreement and
consent to the terms hereof.
6
{PAGE}
Very truly yours,
CHART INDUSTRIES, INC.
By:
__________________________________
Name:
Title:
Accepted and Agreed to:
Name of Bank Claim Holder:
________________________________
By: ____________________________
Name:
Title:
$_______________________________
Principal Amount of Bank Claims
Registered Holder and Custodial Party:
_____________
dt 1456315
;
Chart Industries
As referenced in this Lock-Up Agreements and Plan Term Sheet [Form]:
Chart Industries, Inc. –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}dex101.txt
{DESCRIPTION}FORM OF LOCK-UP AGREEMENTS AND PLAN TERM SHEET
{TEXT}
{PAGE}
Exhibit 10.1
Chart Industries, Inc.
5885 Landerbrook Drive, Suite 150
Cleveland, Ohio 44124
April 30, 2003
To those parties identified on the signature page hereof, who are holders
of claims under the Credit Agreement,
_____________
Chart
Industries, Inc. – Ohio 44124
April 30, 2003
To those parties identified on the signature page hereof, who are holders
of claims under the Credit Agreement, dated as of April 12, 1999, among Chart
Industries, Inc. ("Chart"), a Delaware corporation, certain subsidiaries of
Chart, and The Chase Manhattan Bank (n/k/a JPMorgan Chase Bank), as
Administrative Agent (the "Agent"), National City Bank, as Documentation
_____________
CHART INDUSTRIES, INC. – Credit Agreement, as
such term is defined therein.
Please sign in the space provided below to indicate your agreement and
consent to the terms hereof.
6
{PAGE}
Very truly yours,
CHART INDUSTRIES, INC.
By:
__________________________________
Name:
Title:
Accepted and Agreed to:
Name of Bank Claim Holder:
________________________________
By: ____________________________
Name:
Title:
$_______________________________
Principal Amount of Bank Claims
Registered Holder and Custodial Party:
_____________
dt 1456343
;
Chase Manhattan
As referenced in this Lock-Up Agreements and Plan Term Sheet [Form]:
Chase Manhattan Bank – the Credit Agreement, dated as of April 12, 1999, among Chart
Industries, Inc. ("Chart"), a Delaware corporation, certain subsidiaries of
Chart, and The Chase Manhattan Bank (n/k/a JPMorgan Chase Bank), as
Administrative Agent (the "Agent"), National City Bank, as Documentation Agent,
and the Lenders thereunder (as
_____________
dt 101851
;
|
JPMorgan Chase
As referenced in this Lock-Up Agreements and Plan Term Sheet [Form]:
JPMorgan Chase – a Delaware corporation, certain subsidiaries of
Chart, and The Chase Manhattan Bank (n/k/a JPMorgan Chase Bank), as
Administrative Agent (the "Agent"), National City Bank, as Documentation Agent,
and the Lenders
dt 45948
;
National City
As referenced in this Lock-Up Agreements and Plan Term Sheet [Form]:
National City Bank, – a Delaware corporation, certain subsidiaries of
Chart, and The Chase Manhattan Bank (n/k/a JPMorgan Chase Bank), as
Administrative Agent (the "Agent"), National City Bank, as Documentation Agent,
and the Lenders thereunder (as amended and modified from time to time, the
"Credit Agreement"); the Series 1 Incremental
_____________
dt 103560
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Full Doc
| 2003 |
Selling Agent Agreement
Selling Agent Agreement (61K)
Doc #161450: Click preview link for longer preview.
SELLING AGENT AGREEMENT
THIS SELLING AGENT AGREEMENT (the Agreement) is entered into as of this 3rd day of March, 2003 by and between Microvision, Inc., a Washington corporation (the Company), and William Blair & Company, L.L.C. (the Selling Agent).
RECITALS
WHEREAS, the Selling Agent is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc.
WHEREAS, the Company, pursuant to an engagement letter dated January 30, 2003 (the Engagement Letter), has retained the Selling Agent as its exclusive selling agent to provide assistance with the solicitation of purchasers of common stock of the Company (Common Stock) and, if required by such purchasers and acceptable to the Company, warrants to acquire Common Stock (Warrants), and the Company and the Selling Agent wish to set forth the terms and conditions upon which such services will be provided in connection with a public offering of Common Stock and, if any, Warrants pursuant to a shelf registration of the Company.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties, each intending to be legally bound, hereby agree as follows:
1. Appointment of Selling Agent.
The Company hereby appoints the Selling Agent, and, on the basis of the Companys representations, warranties and covenants contained herein and subject to the terms and conditions set forth herein, the Selling Agent hereby accepts such appointment, as the exclusive agent of the Company for the purpose of using its reasonable best efforts to solicit offers to purchase shares of Common Stock (the Shares) and Warrants, if any, having an aggregate public offering price of up to $12,600,000 (Twelve Million Six Hundred Thousand Dollars) in a public offering (the Offering) pursuant to the Companys Registration Statement on Form S-3 (File No. 333-102244), which was declared effective by the Securities and Exchange Commission (the Commission) on February 12, 2003, and the Prospectus (as hereinafter defined). References herein to the term Registration Statement as of any date shall mean such effective registration statement, as amended or supplemented to such date, including all information and documents incorporated by reference therein as of such date. The term Prospectus as used herein shall mean the prospectus forming a part of the Registration Statement and the prospectus supplement relating to the Shares and, if applicable, Warrants and Warrant Shares, in the form first filed pursuant to Rule 424(b) under the Securities Act, as amended (the Securities Act), as further amended or supplemented at the relevant time, and shall include all information and documents incorporated by reference in such prospectus. The Selling Agent agrees that it will not contact any potential investor regarding a possible investment in the Shares without the prior written consent of the Company. The Selling Agent shall communicate to the Company each reasonable offer or indication of interest received by it to purchase Shares and Warrants. The Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer in whole or in part. In soliciting
161450
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Microvision
As referenced in this Selling Agent Agreement:
Microvision, Inc. – htm EX-1.2
Exhibit 1.2
SELLING AGENT AGREEMENT
THIS SELLING AGENT AGREEMENT (the Agreement) is entered into as of this 3rd day of March, 2003 by and between Microvision, Inc. , a Washington corporation (the Company), and William Blair & Company, L.L.C. (the Selling Agent).
RECITALS
WHEREAS, the Selling Agent is a broker-dealer registered with the Securities
_____________
Microvision, Inc. – with this Agreement, notices may be given by personal delivery, facsimile or overnight courier, effective upon receipt, to the following addresses and facsimiles for each party:
17
To the Company:
Microvision, Inc.
19910 North Creek Parkway
Bothell, Washington 98011
Facsimile No.: (425) 415-6600
Attention: Chief Executive Officer
Attention: General Counsel
With a copy to
Ropes & Gray
One International Place
_____________
MICROVISION, INC. – or used in the construction or interpretation of this Agreement.
19
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.
MICROVISION, INC.
By:
/s/ Richard Rutkowski
Name:
Richard Rutkowski
Title:
Chief Executive Officer
WILLIAM BLAIR & COMPANY, L.L.C.
By:
/s/ James P. Hickey
Name:
James P. Hickey
Title:
Principal
_____________
dt 1469088
;
Microvision
As referenced in this Selling Agent Agreement:
Microvision, Inc. – htm EX-1.2
Exhibit 1.2
SELLING AGENT AGREEMENT
THIS SELLING AGENT AGREEMENT (the Agreement) is entered into as of this 3rd day of March, 2003 by and between Microvision, Inc. , a Washington corporation (the Company), and William Blair & Company, L.L.C. (the Selling Agent).
RECITALS
WHEREAS, the Selling Agent is a broker-dealer registered with the Securities
_____________
Microvision, Inc. – with this Agreement, notices may be given by personal delivery, facsimile or overnight courier, effective upon receipt, to the following addresses and facsimiles for each party:
17
To the Company:
Microvision, Inc.
19910 North Creek Parkway
Bothell, Washington 98011
Facsimile No.: (425) 415-6600
Attention: Chief Executive Officer
Attention: General Counsel
With a copy to
Ropes & Gray
One International Place
_____________
MICROVISION, INC. – or used in the construction or interpretation of this Agreement.
19
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.
MICROVISION, INC.
By:
/s/ Richard Rutkowski
Name:
Richard Rutkowski
Title:
Chief Executive Officer
WILLIAM BLAIR & COMPANY, L.L.C.
By:
/s/ James P. Hickey
Name:
James P. Hickey
Title:
Principal
_____________
dt 1469111
;
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Katten Muchin
As referenced in this Selling Agent Agreement:
Katten Muchin – second letter to be dated the Closing Date, each in the form heretofore approved by Katten Muchin Zavis Rosenman, counsel for the Selling Agent.
(iv) Such further certificates and documents as
Katten Muchin – with the provisions hereof only if they are satisfactory to the Selling Agent and to Katten Muchin Zavis Rosenman, counsel for the Selling Agent, which approval shall not be unreasonably withheld.
Katten Muchin – Chicago, Illinois 60606
Facsimile No.: (312) 368-9418
Attention: Legal Department
With a copy to:
Katten Muchin Zavis Rosenman
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
Facsimile No.: (312)
dt 37596
;
William Blair & Company, L.L.C.
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| 2003 |
Placement Agent Agreement
Placement Agent Agreement (59K)
Doc #184084: Click preview link for longer preview.
SMARTIRE SYSTEMS INC.
PLACEMENT AGENT AGREEMENT
Dated as of: February 19, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, NY 10022
Ladies and Gentlemen:
The undersigned, SmarTire Systems Inc., a Yukon corporation (the "Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor") as follows:
1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Line of . . .
184084
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SmarTire
As referenced in this Placement Agent Agreement:
SMARTIRE SYSTEMS INC. –
_
EX-10 7 smtpaa.htm
SMARTIRE SYSTEMS INC.
PLACEMENT AGENT AGREEMENT
Dated as of: February 19, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, NY 10022
Ladies and Gentlemen:
The undersigned, SmarTire
_____________
SmarTire Systems Inc. – SYSTEMS INC.
PLACEMENT AGENT AGREEMENT
Dated as of: February 19, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, NY 10022
Ladies and Gentlemen:
The undersigned, SmarTire Systems Inc. , a Yukon corporation (the "Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "
_____________
SmarTire Systems Inc. – Equities, Ltd.
14 East 60th Street, Suite 701
New York, New York 10022
Attention: John Steinmetz, President
Telephone: (212) 355-6755
Facsimile: (212) 355-6727
If to the Company, to:
SmarTire Systems Inc.
Suite 150-13151 Vanier Place
Richmond, British Columbia
Canada V6V 2J1
Attention: President
Telephone: (604) 276-9884
Facsimile: (604) 276-2353
With a copy to:
Clark, Wilson
Barristers and
_____________
SMARTIRE SYSTEMS INC. – any other provision of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
COMPANY:
SMARTIRE SYSTEMS INC.
By:/s/ signed
Name:
Title:
PLACEMENT AGENT:
TN CAPITAL EQUITIES, LTD.
By:/s/ John Steinmetz
Name: John Steinmetz
Title: President
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
_____________
SMARTIRE SYSTEMS INC. – Portfolio Manager
SCHEDULE A
OUTSTANDING OBLIGATIONS TO ISSUE SECURITIES
Outstanding Obligations to Issue Securities as of the Date Hereof.
Warrants 6,959,746
Options 2,359,900
SCHEDULE B
To: SMARTIRE SYSTEMS INC.
ACKNOWLEDGEMENT AND DIRECTION
WHERAS:
The undersigned has agreed to acquire certain securities (the "Securities") of SmarTire Systems Inc. (the "Issuer"); and
The Issuer is relying on an exemption from
_____________
dt 1306643
;
|
TRW
As referenced in this Placement Agent Agreement:
TRW Inc – claims, security interests and defects of any material nature whatsoever, other than those set forth in the Offering Materials, the security granted to TRW Inc ., and liens for taxes not yet due and payable the Company's filings with Securities and Exchange Commission (the "SEC Documents").
(v)
_____________
TRW Inc – affect the Placement Agent's compensation, as determined by the National Association of Securities Dealers, Inc.
(xi) Except for the security granted to TRW Inc ., the Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, the
_____________
dt 123499
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Full Doc
| 2005 |
Subscription Agreement
Subscription Agreement (62K)
Doc #1112606: Click preview link for longer preview.
Subscription Agreement-8.31.05
Exhibit 10.52
INVISA,
Inc.
Shares
of Series B Convertible Preferred Stock and Common Stock
Warrants
SUBSCRIPTION
AGREEMENT
August
31, 2005
M.A.G.
Capital, LLC
Mercator
Momentum Fund III, LP
Monarch
Pointe Fund, Ltd.
Asset
Managers International, Ltd.
555
South
Flower Street, Suite 4200
Los
Angeles, California 90071
Ladies
and Gentlemen:
. . .
1112606
|
Invisa
As referenced in this Subscription Agreement:
INVISA,
Inc. – Invisa Inc
EX-10.52
4
subscription_agreement.htm
SUBSCRIPTION AGREEMENT-8.31.05
Subscription Agreement-8.31.05
Exhibit 10.52
INVISA,
Inc.
Shares
of Series B Convertible Preferred Stock and Common Stock
Warrants
SUBSCRIPTION
AGREEMENT
August
31, 2005
M.A.G.
Capital, LLC
Mercator
Momentum Fund III, LP
_____________
Invisa,
Inc. – G.
Capital, LLC
Mercator
Momentum Fund III, LP
Monarch
Pointe Fund, Ltd.
Asset
Managers International, Ltd.
555
South
Flower Street, Suite 4200
Los
Angeles, California 90071
Ladies
and Gentlemen:
Invisa,
Inc. a Nevada corporation (the
“Company”), hereby confirms its agreement with the
entities set forth on the signature page hereto (collectively, the
“Purchasers”) and M.A.
_____________
Invisa,
Inc. – addresses set forth below,
or
(ii) if to a Purchaser or MAG, to the address set forth for such party on the
signature page hereto.
If
to the
Company:
Invisa,
Inc.
6935
15th Street East
Sarasota,
Florida 34243
Attention:
Ed King, CFO
Telephone:
941-355-9361
Facsimile:
941-355-9373
with
a
copy to:
Barry
I.
Grossman, Esq.
Ellenoff
_____________
INVISA,
INC. – the space provided below for that purpose, whereupon
this
Agreement shall constitute a binding agreement among the Company, the Purchasers
and MAG.
Very
truly yours,
INVISA,
INC.
By:
/s/ Stephen
A. Michael
Stephen A. Michael
Acting
President
17
_____________
INVISA, INC. – 000
1,750,000
150,000
2,500,000
18
Schedule
A
Direct
and Indirect Subsidiaries of INVISA, INC.
&#
_____________
dt 1484176
;
Invisa
As referenced in this Subscription Agreement:
INVISA,
Inc. – Invisa Inc
EX-10.52
4
subscription_agreement.htm
SUBSCRIPTION AGREEMENT-8.31.05
Subscription Agreement-8.31.05
Exhibit 10.52
INVISA,
Inc.
Shares
of Series B Convertible Preferred Stock and Common Stock
Warrants
SUBSCRIPTION
AGREEMENT
August
31, 2005
M.A.G.
Capital, LLC
Mercator
Momentum Fund III, LP
_____________
Invisa,
Inc. – G.
Capital, LLC
Mercator
Momentum Fund III, LP
Monarch
Pointe Fund, Ltd.
Asset
Managers International, Ltd.
555
South
Flower Street, Suite 4200
Los
Angeles, California 90071
Ladies
and Gentlemen:
Invisa,
Inc. a Nevada corporation (the
“Company”), hereby confirms its agreement with the
entities set forth on the signature page hereto (collectively, the
“Purchasers”) and M.A.
_____________
Invisa,
Inc. – addresses set forth below,
or
(ii) if to a Purchaser or MAG, to the address set forth for such party on the
signature page hereto.
If
to the
Company:
Invisa,
Inc.
6935
15th Street East
Sarasota,
Florida 34243
Attention:
Ed King, CFO
Telephone:
941-355-9361
Facsimile:
941-355-9373
with
a
copy to:
Barry
I.
Grossman, Esq.
Ellenoff
_____________
INVISA,
INC. – the space provided below for that purpose, whereupon
this
Agreement shall constitute a binding agreement among the Company, the Purchasers
and MAG.
Very
truly yours,
INVISA,
INC.
By:
/s/ Stephen
A. Michael
Stephen A. Michael
Acting
President
17
_____________
INVISA, INC. – 000
1,750,000
150,000
|