Exhibit 10.2 ------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT dated as of March 1, 2003, by and among HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"), GEM GLOBAL YIELD FUND, a...Registration Rights Agreement • March 13th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
EXHIBIT 2.1 ----------- ACQUISITION AGREEMENT --------------------- AGREEMENT dated as of February 28, 2003, by and among HERITAGE WORLDWIDE, INC., a Delaware corporation ("HWWI"), the persons and/or entities listed on Exhibit A attached hereto and...Acquisition Agreement • March 13th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
Simultaneously with the execution and delivery of this Agreement, the Purchaser and the Company have entered into a Convertible Debenture Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), which ------------------ Purchase...Registration Rights Agreement • May 28th, 2004 • Heritage Worldwide Inc • Non-operating establishments • New York
EXHIBIT 4.2 Letterhead of Jackson Steinem, Inc. February 9, 2004 Mr. Jean Claude Mas Heritage Worldwide, Inc. 337 Avenue de Bruxelles 83507 La Seyne-Sur- Mer, France RE: Proposed Reorganization ------------------------ Dear Mr Mas: This letter...Letter Agreement • March 25th, 2004 • Heritage Worldwide Inc • Non-operating establishments
This letter agreement serves as the agreement between the Heritage Worldwide, Inc. (the "Company") and Jackson Steinem, Inc. ("JSI") regarding compensation for non-legal services provided by JSI to the Company, including but not limited to services in connection with the Company's proposed reorganization transaction (the "Reorganization"). For JSI's services to date, the Company shall duly issue and deliver, or cause to deliver, to JSI 25,000 shares of the Company's common stock at a value of $1.00 per share.
Exhibit 10.1 ------------- STOCKHOLDERS' AGREEMENT ----------------------- STOCKHOLDERS' AGREEMENT dated as of March 1, 2003, by and among HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"), GEM Global Yield Fund ("GEM"), a Nevis, West...Stockholders' Agreement • March 13th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • November 12th, 2003 • Heritage Worldwide Inc • Non-operating establishments
Exhibit 99.2 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT dated as of March 1, 2003, by and among HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"), GEM Global Yield Fund ("GEM"), a Nevis, West Indies entity, each of the other...Stockholders' Agreement • March 11th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
TABLE OF CONTENTS ------------------- ARTICLE I CERTAIN DEFINITIONS 1 ----------- ---------------------------------------------------------- 1.1 Certain Definitions 1 ---- ------------------------------------------------------------- ARTICLE II...Convertible Debenture Purchase Agreement • November 12th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
EXHIBIT 10.1 DEBENTURE PURCHASE AGREEMENT DEBENTURE PURCHASE AGREEMENT (this "Agreement"), dated as of September 9, 2005, by and among EUROFORTUNE HOLDING, S.A., a Luxembourg company, ("Buyer"), HEM MUTUAL ASSURANCE LLC, a Colorado limited liability...Debenture Purchase Agreement • September 15th, 2005 • Heritage Worldwide Inc • Non-operating establishments • New York
OFMerger Agreement • November 19th, 2001 • Heritage Worldwide Inc • Non-operating establishments
AGREEMENT OF MERGER made and entered into this 24th day of August, 2001, by and between Heritage Productions, Inc., a corporation of the State of Louisiana, and approved by a resolution adopted by its Board of Directors, and Heritage Worldwide, Inc., a corporation of the State of Delaware, and approved by a resolution adopted by its Board of Directors.
Exhibit 10.3 ------------- WARRANT ESCROW AGREEMENT ------------------------ ESCROW AGREEMENT dated as of March 1, 2003, by and among GEM GLOBAL YIELD FUND, a Nevis, West Indies entity ("GEM"), HERITAGE WORLDWIDE, INC., a Delaware corporation...Warrant Escrow Agreement • March 13th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
EXHIBIT 10.2 ISSUANCE AGREEMENT ISSUANCE AGREEMENT (this "Agreement"), dated as of September 9, 2005, between EUROFORTUNE HOLDING, S.A., a Luxembourg company ("Buyer"), and HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"). R E C I T A...Issuance Agreement • September 15th, 2005 • Heritage Worldwide Inc • Non-operating establishments • New York
EXHIBIT 4.1 [Letterhead of Gottbetter & Partners, LLP] February 26, 2004 Mr. Jean Claude Mas Heritage Worldwide, Inc. 337 Avenue de Bruxelles 83507 La Seyne-Sur-Mer, France RE: RETAINER AGREEMENT Dear Mr. Mas: Please accept this letter as confirmation...Retainer Agreement • March 25th, 2004 • Heritage Worldwide Inc • Non-operating establishments
Please accept this letter as confirmation that Heritage Worldwide, Inc. (the "Company"), has agreed to this retainer agreement (the "Retainer") between the Company and Gottbetter & Partners, LLP ("G&P"). The Retainer is to take effect as of even date herewith. The Retainer, which we understand was approved by the Company's Board of Directors, is for the Company to pay part of its outstanding bill for legal services with shares of the Company's common stock, $.001 par value.
RECITALSNon-Exclusive Distribution Agreement • October 4th, 2004 • Heritage Worldwide Inc • Non-operating establishments • Delaware
ARTICLE I CERTAIN DEFINITIONS 1 ----------- ---------------------------------------------------------- -- 1.1 Certain Definitions 1 ----------- ---------------------------------------------------------- -- ARTICLE II PURCHASE AND SALE OF CONVERTIBLE...Senior Convertible Debenture Purchase Agreement • May 28th, 2004 • Heritage Worldwide Inc • Non-operating establishments • New York
EXHIBIT 10.4 ESCROW TRANSFER AGREEMENT ESCROW TRANSFER AGREEMENT (this "Agreement"), dated as of September 9, 2005, between EUROFORTUNE HOLDING, S.A., a Luxembourg company ("Buyer"), HEM MUTUAL ASSURANCE LLC, a Colorado limited liability company...Escrow Transfer Agreement • September 15th, 2005 • Heritage Worldwide Inc • Non-operating establishments • New York
Exhibit 10.15 EMPLOYMENT CONTRACT FOR AN INDETERMINATE DURATION Concluded between the undersigned: POLY IMPLANT PROSTHESES P.I.P. S.A. with an authorized capital of 3,628,800 Euros, registered with the Toulon stock exchange under number B 382 473 254...Employment Contract • October 4th, 2004 • Heritage Worldwide Inc • Non-operating establishments
RECITALSAgreement and Plan of Reincorporation • November 19th, 2001 • Heritage Worldwide Inc • Non-operating establishments
Exhibit 10.5 ------------- RESTRICTED STOCK ESCROW AGREEMENT --------------------------------- RESTRICTED STOCK ESCROW AGREEMENT dated as of March 1, 2003, by and among GEM GLOBAL YIELD FUND, a Nevis, West Indies entity ("GEM"), HERITAGE WORLDWIDE,...Restricted Stock Escrow Agreement • March 13th, 2003 • Heritage Worldwide Inc • Non-operating establishments • New York
