REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 26, 2005 by and between NUWAVE TECHNOLOGIES INC., a Delaware corporation, with its principal office located at 1416 Morris Avenue Union, New Jersey...Registration Rights Agreement • January 27th, 2005 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
Exhibit 10.57 Warrant Agreement, dated March 13, 2000, between NUWAVE Technologies, Inc. and American Stock Transfer & Trust Company. WARRANT AGREEMENT By and Between NUWAVE TECHNOLOGIES, INC., a Delaware corporationWarrant Agreement • March 30th, 2000 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.31 OPTION AGREEMENT ---------------- AGREEMENT, dated as of April 30, 2001, by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and RICHARD E. EKSTRACT (the "Optionee"). W I T N E S S E T H -------------------...Option Agreement • April 16th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENTSecurities Purchase Agreement • September 23rd, 2003 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
Recitals:Termination Agreement • January 27th, 2005 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment
Exhibit 10.43 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE REOFFERED, SOLD,...Warrant Agreement • April 14th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.2 ESCROW AGREEMENT ESCROW AGREEMENT, dated May 7, 1998, between NUWAVE TECHNOLOGIES, INC., a Delaware corporation, with an address at One Passaic Avenue, Fairfield, New Jersey 07004 (the "Company"), JANSSEN-MEYERS ASSOCIATES, L.P., with an...Escrow Agreement • June 11th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • February 18th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 10.43 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April ___, 2002 by and between NUWAVE TECHNOLOGIES, INC., , a Delaware corporation, with its principal office located at 1 Passaic Avenue...Registration Rights Agreement • April 29th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 10.59 Form of Subscription Agreement. SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2000 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
NUWAVE TECHNOLOGIES INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 27th, 2005 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.2 AGREEMENT OF SALE THIS AGREEMENT (the "Agreement"), made as of this 1st day of July, 2004, by and between LEHIGH ACQUISITION CORPORATION, a New Jersey corporation having an address at 1416 Morris Avenue, Suite 207, Union, New Jersey...Agreement of Sale • November 22nd, 2004 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
EXHIBIT 10.7 SUBSCRIPTION AGREEMENT NUWAVE Technologies, Inc. One Passaic Avenue Fairfield, New Jersey 07004 Ladies and Gentlemen: 1. Subscription. ------------ (a) The undersigned, intending to be legally bound, hereby irrevocably subscribes to...Subscription Agreement • June 11th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.3 WARRANT AGREEMENT By and Between NUWAVE TECHNOLOGIES, INC., a Delaware corporationWarrant Agreement • June 11th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ARTICLE I. STOCK PURCHASE AND DELIVERY OF THE SHARESStock Purchase Agreement • April 16th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of June 1, 2004 (the "Effective Date") by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and GEORGE KANAKIS (the "Employee"). RECITALS:...Employment Agreement • February 4th, 2005 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
FIRST AMENDMENT TO RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment
STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 26th day of January 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NUWAVE TECHNOLOGIES INC., a corporation...Standby Equity Distribution Agreement • January 27th, 2005 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.1 NUWAVE TECHNOLOGIES, INC. Private Placement of not less than 25 Units and not more than 70 Units PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 11th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
OPTION AGREEMENT AGREEMENT, dated as of August 14, 2001, by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and ANDREW CHAN (the "Optionee"). W I T N E S S E T H ------------------- WHEREAS, in consideration of the...Option Agreement • April 16th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
ARTICLE I. CERTAIN DEFINITIONSEquity Line of Credit Agreement • May 24th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
BACKGROUND ----------Escrow Agreement • April 29th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
March 3, 1998 The Board of Directors NuWave Technologies, Inc. One Passaic Avenue Fairfield, NJ 07004 Attn: Mr. Gerald Zarin, Chairman/President/CEO Dear Mr. Zarin: This letter, when executed by the parties hereto, will constitute an agreement between...Consulting Agreement • March 25th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ARTICLE I. STOCK PURCHASE AND DELIVERY OF THE SHARESStock Purchase Agreement • July 11th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
Unaudited Pro Forma Financial StatementsPurchase Agreement • December 13th, 2006 • Emerge Capital Corp. • Real estate
On September 30, 2006, Turnaround Partners, Inc. (the “Company” or “Registrant”) entered into that certain Purchase Agreement (the “ Agreement”) with Kipling Holdings, Inc. (“Kipling”) and Timothy J. Connolly, an individual (the “ Selling Shareholder”, and together with the Registrant and Kipling, the “Parties”) and immediately prior to the Agreement, owner of one hundred percent (100%) of the total issued and outstanding capital stock of Kipling (the “Shares”). Pursuant to the Agreement, the Registrant purchased from the Selling Shareholder, and the Selling Shareholder sold to the Registrant, the Shares in exchange for (a) the assumption by the Registrant of all of the liabilities of the Company, (b) the Registrant expanding those certain Existing Anti-Dilution Rights (as such term is defined in the Agreement) held by the Selling Shareholder in the Registrant's Series B convertible preferred stock (the “ Series B Preferred”) post closing and (c) a nominal cash amount equal to the dire
EXHIBIT 10.44 December 3, 1997 Mr. Gerald Zarin Chairman, President & CEO NUWAVE TECHNOLOGIES INC. One Passaic Avenue Fairfield, NJ 07004 Dear Mr. Zarin: This letter agreement is between NUWAVE TECHNOLOGIES INC. ("Company") and Lippert/Heilshorn &...Consulting Agreement • April 2nd, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
AGREEMENTDefinitive Agreement • April 16th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
PRIVATE SECURITIES SUBSCRIPTION AGREEMENT Between PROFUTURES SPECIAL EQUITIES FUND, L.P. And NUWAVE TECHNOLOGIES, INC. Dated as of February 6, 1998Private Securities Subscription Agreement • February 18th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
ASSIGNMENT AND AMENDMENT AGREEMENT This Assignment and Amendment Agreement (the "Agreement") is made and entered into as of January 26, 2005 by and among STONE STREET ASSET MANAGEMENT, LLC, a Nevada limited liability corporation (the "Assignor"),...Assignment and Amendment Agreement • January 27th, 2005 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment
ARTICLE I. STOCK PURCHASE AND DELIVERY OF THE SHARES AND THE WARRANTSStock Purchase Agreement • April 16th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this 11th day of November, 2005 by and among CORPORATE STRATEGIES, INC. and assigns ("CSI"), ROBERT FARRELL ("Farrell") and JOSEPH DONOHUE ("Donahue")....Stock Purchase Agreement • January 30th, 2006 • Emerge Capital Corp • Real estate • New Jersey
AGREEMENT dated as of February 1, 1999 between NUWAVE TECHNOLOGIES, INC. ("Company"), a Delaware corporation having offices at One Passaic Avenue, Fairfield, New Jersey 07004, and TERK TECHNOLOGIES CORP. ("Terk"), a New York corporation having offices...Intellectual Property License Agreement • April 15th, 1999 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 10.56 Placement Agency Agreement, dated as of February 14, 2000, between Janssen-Meyers Associates, L.P. and NUWAVE Technologies, Inc. NUWAVE TECHNOLOGIES, INC. Private Placement of not less than 30 Units and not more than 60 Units PLACEMENT...Placement Agency Agreement • March 30th, 2000 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York
ARTICLE I. OBLIGATIONS OF THE CORPORATIONSelling Stockholders Agreement • July 11th, 2002 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.41 COMPONENT PURCHASE AGREEMENT By and between: Thomson Consumer Electronics, Inc., a company organized under the laws of Delaware with a principle place of business at 10330 North Meridian Street, Indianapolis, Indiana 46290, hereinafter...Component Purchase Agreement • March 25th, 1998 • Nuwave Technologies Inc • Radio & tv broadcasting & communications equipment • Indiana
