Exhibit 10.4 AGREEMENT AND PLAN OF MERGER between CHATSWORTH ACQUISITION CORPORATION, a Delaware corporation ("Chatsworth"), and AMERICOM USA, INC., a Delaware corporation doing business as TeleSpace ("AmeriCom"), Chatsworth and AmeriCom being...Merger Agreement • October 13th, 2000 • Americom Usa Inc • Blank checks • Delaware
Exhibit 10.6 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of 26th day of February, 1999, among AMERICOM USA, INC. (the "Parent Corporation"), RMC Diversified Associates...Agreement and Plan of Reorganization • October 13th, 2000 • Americom Usa Inc • Blank checks • Delaware
Exhibit 10-3 SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement") is dated as of August 3, 2000 and entered into by and among AMERICOM USA, INC., a Delaware corporation (the "Company"), the other Persons listed on the signature pages hereof...Security Agreement • August 31st, 2000 • Americom Usa Inc • Blank checks • New York
THIS AGREEMENT dated as at the 15th day of July, 1998 BETWEEN: KELKE INVESTMENTS LTD., a corporation incorporated under the laws of the Turks and Caicos Islands, B.W.I. (hereinafter called the "Exchanger") PARTY OF THE FIRST PART, -and- AMERICOM USA....Share Exchange Agreement • September 28th, 1999 • Americom Usa Inc • Blank checks • California
AmeriCom USA, Inc. 1303 Grand Avenue Suite 221 Arroyo Grande CA 93420 (805) 473-4022Memorandum of Understanding • July 19th, 1999 • Americom Usa Inc • Blank checks
Exhibit 10.15 STOCKHOLDERS' AGREEMENT This STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of August 1, 2000, by and among AmeriCom USA, Inc., a Delaware corporation (the "Corporation"), Robert M. Cezar and those other stockholders and beneficial...Stockholders' Agreement • October 13th, 2000 • Americom Usa Inc • Blank checks • New York
ARTICLE I AMENDMENT TO MERGER AGREEMENTAgreement and Plan of Reorganization • February 23rd, 1999 • Americom Usa Inc • Blank checks
Exhibit 10.22 BASIC LEASE INFORMATION Lease Date: For identification purposes only, the date of this Lease is April 9, 1999 Landlord: PRUNEYARD ASSOCIATES, LLC a California limited liability company Tenant: AmeriCom USA, Inc. a Delaware corporation...Lease Agreement • October 13th, 2000 • Americom Usa Inc • Blank checks
EXHIBIT AMerger Agreement • July 26th, 1999 • Americom Usa Inc • Blank checks • California
Exhibit 10.21 OFFICE BUILDING LEASE J & C Associates I, a Delaware LLC, hereinafter called Landlord, hereby leases unto Americomusa, Inc., a Delaware corporation, hereinafter called Tenant on this 12th day of August, 1999, those certain premises known...Office Building Lease • October 13th, 2000 • Americom Usa Inc • Blank checks
Chatsworth Acquisition Corporation 1504 R Street, NW Washington, D.C. December 15, 1997 Cassidy & Associates 1504 R Street, N.W. Washington, D.C. 20009 Re: Lock Up Agreement with Chatsworth Acquisition Corporation Gentlemen: As part of the sale of the...Lock Up Agreement • February 11th, 1998 • Chatsworth Acquisition Corp
As part of the sale of the shares of Common Stock of Chatsworth Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger or acquisition by the Company and the Company is no longer classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.
Exhibit 10.13 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT is made as of the 28th day of June, 2000 by and between AmeriCom USA, Inc., a corporation formed and existing under the laws of the State of Delaware, having an office and principal...Intellectual Property License Agreement • October 13th, 2000 • Americom Usa Inc • Blank checks • Delaware
Exhibit 10.11 This Representation Agreement is made as at this 7 day of February 2000 BETWEEN: INTEREP INTERACTIVE, INC., a corporation incorporated under the laws of Delaware ("Hereinafter called Interep") -and- AMERICOM USA, INC., a corporation...Representation Agreement • October 13th, 2000 • Americom Usa Inc • Blank checks • California
THIS AGREEMENT dated as at the 16th day of November, 1998. BETWEEN: STRAIT VENTURE, INC., a corporation incorporated under the laws of the British Virgin Island. (hereinafter called the "Exchanger") PARTY OF THE FIRST PART, -and- AMERICOM USA, INC., a...Shareholder Agreement • September 28th, 1999 • Americom Usa Inc • Blank checks • California
1) The development of the System Documentation, and the coding, debugging and acceptance testing of the Licensed Software shall be done in accordance with the timing set forth in the Detailed Specifications. (2) Developer and the Company shall report...Software Development Agreement • February 18th, 1999 • Americom Usa Inc • Blank checks • California
Exhibit 10.7 Internet Services and Co-Location Agreement Please read this Internet Services and Co-Location Agreement (this "Agreement") carefully before signing, since by signing this Agreement, you consent to all of its terms and conditions. This...Internet Services and Co-Location Agreement • October 13th, 2000 • Americom Usa Inc • Blank checks • California
THIS AGREEMENT dated as at the 15th day of July, 1998. BETWEEN: ROBERT M. CEZAR, of Arroyo Grande, California, U.S.A. (hereinafter called the "Exchanger") PARTY OF THE FIRST PART, -and- AMERICOM USA, INC., a corporation incorporated under the laws of...Shareholder Agreement • September 28th, 1999 • Americom Usa Inc • Blank checks • California
THIS AGREEMENT dated as at the 15th day of July, 1998. BETWEEN: CRAIG D. MACHADO, of Pismo Beach, California, U.S.A. (hereinafter called the "Exchanger") PARTY OF THE FIRST PART, -and- AMERICOM USA, INC., a corporation incorporated under the laws of...Share Exchange Agreement • September 28th, 1999 • Americom Usa Inc • Blank checks • California
Exhibit 10.20 COMMERCIAL LEASE This lease is made between RICHARD R. RAMIREZ of Santa Maria, CA. herein called Lessor, and AMERICOM USA, INC., of ARROYO GRANDE, CA., herein called Lessee. Lessee hereby offers to lease from Lessor the premises situated...Commercial Lease • October 13th, 2000 • Americom Usa Inc • Blank checks
AMERICOM LTD., a corporation incorporated under the laws of Turks and Caicos, BWI (hereinafter called the "Seller"), PARTY OF THE FIRST PART; - and - AMERICOM U.S.A., INC., a corporation incorporated under the laws of the State of Delaware,in the...Agreement of Purchase and Sale and Exclusive Licensing of Technology • May 17th, 1999 • Americom Usa Inc • Blank checks • California
MERGER AND RECAPITALIZATION AGREEMENT AND PLAN OF REORGANIZATIONMerger and Recapitalization Agreement • October 12th, 1999 • Americom Usa Inc • Blank checks • California
Exhibit 10.1 STERLING NATIONAL BANK GENERAL LOAN AND SECURITY AGREEMENT In consideration of financial accommodations heretofore extended or to be extended or continued to undersigned or to others at the request of, or upon the guarantee of...Loan and Security Agreement • August 31st, 2000 • Americom Usa Inc • Blank checks • New York
RECITALSAgreement to Terminate Stock Options and Warrants • October 13th, 2000 • Americom Usa Inc • Blank checks • Delaware
