EXHIBIT 10.37 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of December 13, 2004 between DCI USA, INC., a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the...Escrow Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
AC1 262713v1 11/06/03 FIRST MORTGAGE NOTE S.V.G. PROPERTIES, L.P., a New Jersey limited partnershipGavella Corp • November 19th, 2003 • Real estate
Exhibit 10.2 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of June 02, 2006, by and among DCI USA, INC., a Delaware corporation (the "Company") and CORNELL CAPITAL PARTNERS, LP, a Delaware...Termination Agreement • August 1st, 2006 • Dci Usa, Inc • Real estate
EXHIBIT 10.32 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of December 13, 2004 by and among DCI USA, INC., a Delaware corporation (the "Company") and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
June 2, 2006Letter Agreement • August 1st, 2006 • Dci Usa, Inc • Real estate
EXHIBIT 10.36 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") dated as of December 13, 2004, between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Pledgee"), and Apros & Chay, Ltd. (the "Pledgor"). BACKGROUND...Stock Pledge Agreement • December 16th, 2004 • Gavella Corp • Real estate
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") dated as of December 13, 2004, between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Pledgee"), and Apros & Chay, Ltd. (the "Pledgor"). BACKGROUND DCI USA, Inc. ("DCI") has entered into a Securities Purchase Agreement dated as of the date hereof (as amended, modified, restated or supplemented from time to time (the "SPA Agreement")) pursuant to which Pledgee provides or will provide certain financial accommodations to DCI. In order to induce Pledgee to provide or continue to provide the financial accommodations described in the SPA Agreement, Pledgor has agreed to pledge and grant a security interest in the collateral described herein to Pledgee on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. All capitalize
Exhibit 10.39 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT ("this Agreement") is executed as of December 31, 2004, among DCI USA, Inc., a Delaware corporation ("DCI USA"); Direct Capital Investments, Ltd., an Israeli company ("Parent"); and...Modification Agreement • January 6th, 2005 • Dci Usa, Inc • Real estate
EXHIBIT 10.34 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 13, 2004, by and between DCI USA, INC., a Delaware corporation (the "Company"), and the BUYER(S) listed on Schedule I...Security Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
ARTICLE I GENERALDci Usa, Inc • March 31st, 2006 • Real estate • New York
EXHIBIT 10.29 DCI USA, INC. PLACEMENT AGENT AGREEMENT Dated as of: December 13, 2004 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, DCI USA, Inc., a Delaware...Agent Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.33 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 13, 2004, by and among DCI USA, INC., a Delaware corporation (the "Company"), and the undersigned investors (each, an...Investor Registration Rights Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
EXHIBIT 10.26 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of December 13, 2004 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and DCI...Equity Distribution Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
SUBSCRIPTION AGREEMENT I. Subscription. Subject to the terms and conditions hereof, the undersigned purchaser, DIRECT CAPITAL INVESTMENTS, LTD. (hereinafter referred to as "DCI") hereby irrevocably subscribes for and agrees to purchase 31,500,000...Subscription Agreement • November 10th, 2004 • Gavella Corp • Real estate
EXHIBIT 10.27 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December 13, 2004 by and between DCI USA, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • December 16th, 2004 • Gavella Corp • Real estate • New Jersey
LOAN ASSIGNMENT AGREEMENT I. PARTIES: The parties to this Loan Assignment Agreement are as follows: Technology Spin Off Systems, LLC, a New York limited liability company (hereinafter referred to as "Assignee"); and DCI USA, INC., a Delaware...Loan Assignment Agreement • September 22nd, 2005 • Dci Usa, Inc • Real estate
EXHIBIT 10.30 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is executed as of December 13, 2004, by and between DCI USA, Inc. ("Lender"), whose address for purposes of this Agreement is 231 Norman Avenue, Brooklyn, New York 11222 and Apros and...Loan Agreement • December 16th, 2004 • Gavella Corp • Real estate • New York
Exhibit 10.02 PROVISIONAL WORKOUT AGREEMENTWorkout Agreement • July 25th, 2000 • Gavella Corp
Exhibit 10.04 APARTMENT MANAGEMENT AGREEMENT THIS AGREEMENT is made as of November 25, 1996, between S.V.G. PROPERTIES, L.P., ("Owner") whose address is 601 Poplar Street, Sharon Hill, Pennsylvania, 19079, and H. James Santoro, Inc.., a Management...Apartment Management Agreement • July 25th, 2000 • Gavella Corp • New Jersey
PURCHASE AGREEMENTPurchase Agreement • December 13th, 2007 • Dci Usa, Inc • Real estate • New York
This PURCHASE AGREEMENT (this “Agreement”) dated November 14, 2007, by and between Jonathan Ilan Ofir (“Ofir”), Jonathan Rigbi (“Rigbi”; collectively the “Sellers”), and TSSS, Inc., a Delaware corporation (the “Purchaser”).
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT LIMITED PARTNERSHIP AGREEMENT, dated the 1st day of November, 1994 and effective by agreement of the undersigned as of the 1st day of January, 1993, by and between Santoro, Van Dervort &...Limited Partnership Agreement • September 12th, 2000 • Gavella Corp • Services-business services, nec • Pennsylvania
RECITALSModification and Consent Agreement • December 3rd, 2004 • Gavella Corp • Real estate
STOCK OPTION AGREEMENTStock Option Agreement • February 1st, 2007 • Dci Usa, Inc • Real estate
THIS AGREEMENT, made as of this day of February, 2007, by DCI USA, Inc., a Delaware corporation (hereinafter called the “Company”), with Alon Segev (hereinafter called the “Holder”):
EXHIBIT 10.03Tank Agreement • July 25th, 2000 • Gavella Corp • Delaware
APARTMENT MANAGEMENT AGREEMENT THIS AGREEMENT is made as of November 7, 2003, between S.V.G. PROPERTIES, L.P., ("Owner") whose address is 601 Poplar Street, Sharon Hill, Pennsylvania, 19079, Spring Village Holdings, Inc. as General Partner and...Apartment Management Agreement • March 30th, 2004 • Gavella Corp • Real estate • New Jersey
Amendment No. 1 to the Purchase and Strategic Relationship Agreement Dated January 31, 2007 Between And SENERGY, LTD.Purchase and Strategic Relationship Agreement • February 1st, 2007 • Dci Usa, Inc • Real estate
WHEREAS, the Purchase and Strategic Relationship Agreement (the “Agreement”) received all necessary approvals and was executed on January 28, 2007; however, the parties having agreed that the Agreement should be revised in certain sections to correct minor errors and to clarify the intentions of the parties, the Agreement is amended as follows:
VOTING AGREEMENT This Voting Agreement (the "Agreement") is entered into effective as of the 9th day of November, 2004, by and among Gavella Corp., a Delaware corporation ("Gavella"), Bartram Holdings, Inc., a Delaware corporation ("Bartram") and...Voting Agreement • November 10th, 2004 • Gavella Corp • Real estate • New Jersey
PERSONAL GUARANTYPersonal Guaranty • November 19th, 2007 • Dci Usa, Inc • Real estate • New York
Exhibit 10.21 Assignment of Obligations Under Promissory Note and Indemnification Agreement This Assignment of Obligations Under Promissory Note and Indemnification Agreement ("Assignment and Indemnification Agreement") is executed this 29th day of...Indemnification Agreement • December 3rd, 2004 • Gavella Corp • Real estate
DISTRIBUTION AGREEMENT This Agreement (the "Agreement") is entered into effective as of the 9th day of November, 2004, by and among Gavella Corp. ("Gavella") and Bartram Holdings, Inc. ("Bartram"). Gavella and Bartram desire to enter into this...Distribution Agreement • November 10th, 2004 • Gavella Corp • Real estate • New Jersey
Exhibit 10.20 Assignment of Obligations Under Promissory Note and Indemnification Agreement This Assignment of Obligations Under Promissory Note and Indemnification Agreement ("Assignment and Indemnification Agreement") is executed this 29th day of...Indemnification Agreement • December 3rd, 2004 • Gavella Corp • Real estate
Exhibit 10.01 AGREEMENT AND PLAN FOR CORPORATE SEPARATION 1 Date of Agreement. The date of this Agreement is the 21st day of July, 2000. 2 Parties. 2.1 APTA HOLDINGS, INC., a Delaware corporation, with addresses at 215 West Main Street, Maple Shade,...Agreement and Plan • July 25th, 2000 • Gavella Corp
AMENDMENT TO THE PURCHASE AGREEMENTPurchase Agreement • February 11th, 2008 • Dci Usa, Inc • Real estate • New York
THIS AMENDMENT TO THE PURCHASE AGREEMENT is made and entered into as of February 8, 2008 (this “Amendment”) by and between Jonathan Ilan Ofir (“Ofir”), Jonathan Rigbi (“Rigbi”; and together with Ofir, the “Sellers”), and TSSS, Inc., a Delaware corporation (the “Purchaser”).
LOAN AGREEMENTLoan Agreement • December 18th, 2007 • Dci Usa, Inc • Real estate • New York
THIS AGREEMENT is entered into this 28 day of November, 2007, by and between World Group Shipping Ltd. , whose address is 3 Hayetzira St, Ramat Gan, Israel, (“Lender”)
EXHIBIT 10.35 COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS THIS COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS is made and entered into the 13th day of December, 2004 by DCI USA, INC, a Delaware corporation (the "Assignor"), in favor of CORNELL CAPITAL...Gavella Corp • December 16th, 2004 • Real estate • New Jersey
February 1, 2005 Mr. Adam Ofek President DCI USA, INC. 231 Norman Avenue Brooklyn, NY 11222 Re: Letter Agreement Dear Mr. Ofek, This letter confirms certain agreements between the undersigned parties. Our agreement is as follows: The obligations of...Dci Usa, Inc • February 14th, 2005 • Real estate
The obligations of DCI USA, Inc. (the "DCI") pursuant to the Investor Registration Rights Agreement (the "Investor Registration Rights Agreement") between Cornell Capital Partners, LP ("Cornell Capital") and DCI, dated December 13, 2004, shall terminate provided that DCI registers with the Securities and Exchange Commission as a Business Development Company, pursuant to the Investment Company Act of 1940, within thirty days of the date hereof. After such election and approval of the shareholders of DCI in accordance with SEC rules and regulations, DCI will issue to Cornell Capital, upon conversion of the Convertible Debentures, shares of DCI's common stock pursuant to the exemption from the registration requirements provided by Regulation E promulgated under the Securities Act of 1933 together with an opinion of Seward and Kissel, LLP satisfactory to Cornell Capital that such shares to be issued will not be restricted shares or contain restrictive legends. The forgoing is conditional o
