Fiic Holdings Sample Contracts

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RECITALS:
Asset Purchase Agreement • November 14th, 2001 • Nicklebys Com Inc • Colorado
FIIC, INC. 2005 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN STOCK OPTION AGREEMENT (EXECUTIVE)
Stock Option Agreement • May 17th, 2007 • Fiic Holdings • Services-business services, nec • California
LOCK-UP AGREEMENT
Lock-Up Agreement • February 12th, 2002 • Nicklebys Com Inc • Services-business services, nec • Colorado
FIIC, INC. 2005 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN
Restricted Stock Award Agreement • May 17th, 2007 • Fiic Holdings • Services-business services, nec • California
INDUSTRIAL LEASE
Industrial Lease • February 12th, 2002 • Nicklebys Com Inc • Services-business services, nec
CONSIGNOR: CONSIGNEE:
Consignment Agreement • November 14th, 2001 • Nicklebys Com Inc
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY ---------------------------------------------
Stock Purchase Agreement • November 14th, 2001 • Nicklebys Com Inc • Colorado
RECITALS:
Stock Purchase and Exchange Agreement • November 14th, 2001 • Nicklebys Com Inc • Colorado
Exhibit 10.15 [LETTERHEAD OF FEDERATED INVESTORS INSURANCE CORPORATION] CONSULTING AGREEMENT Effective February 1, 2005, for services rendered, James W. France will be due to a consulting fee of $7,000.00 per month. This will be in effect until such...
Consulting Agreement • May 17th, 2007 • Fiic Holdings • Services-business services, nec

Effective February 1, 2005, for services rendered, James W. France will be due to a consulting fee of $7,000.00 per month. This will be in effect until such time as FIIC, Inc. receives sufficient funding to pay this person his normal salary as to be outlined in his respective employment agreement.

FIIC, INC. AND RESTRICTED STOCK PLAN STOCK OPTION AGREEMENT (SUPER EXECUTIVE)
Stock Option Agreement • April 11th, 2006 • Fiic Holdings • Services-business services, nec • California

This AGREEMENT is made effective as of the ___day of ___________, 20___ (the “Option Grant Date”), by and between FIIC, Inc., a Delaware corporation (the “Company”) and ________________ (the “Optionee”).

CONSIGNMENT AGREEMENT
Consignment Agreement • November 14th, 2001 • Nicklebys Com Inc • Colorado
FIIC, INC. AND RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT (EXECUTIVE)
Restricted Stock Award Agreement • April 11th, 2006 • Fiic Holdings • Services-business services, nec • California

WHEREAS, the Company has established the 2005 Stock Option, Deferred Stock and Restricted Stock Plan (the "Plan") effective as of April 25, 2005, and

AGREEMENT AND PLAN OF MERGER OF NICKLEBYS.COM, INC. (A COLORADO CORPORATION) WITH AND INTO FIIC HOLDINGS, INC. (A DELAWARE CORPORATION)
Merger Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated this 28th day of February 2006, by and between NICKLEBYS.COM, INC., a Colorado corporation (“NBYS”) and FIIC HOLDINGS, INC., a Delaware corporation (“FHI”), is made with respect to the following facts.

DATABASE ACCESS AND CONTENT LICENSE, HOSTING AND SUPPORT AGREEMENT
Database Access and Content License Agreement • May 17th, 2007 • Fiic Holdings • Services-business services, nec • Ohio

This Database Access and Content License Agreement (“Agreement”) is made and entered into as of this ____ day of March, 2005 (the “Effective Date”) by and between FIIC Research and Development LLC, an Ohio Limited Liability Company, with its principal place of business located at 1585 Bethel Road, Columbus, Ohio 43220 (“Licensor”), and FIIC, Inc., an Delaware corporation, with its principal place of business located at 1585 Bethel Road, Columbus, Ohio 43220 (“Licensee”), with reference to the following facts and circumstances:

AGREEMENT AND PLAN OF MERGER BY AND AMONG FIIC, INC., A DELAWARE CORPORATION, ON THE ONE HAND AND NICKLEBYS.COM, INC. A COLORADO CORPORATION, NICKLEBYS ACQUISITION CORP., A NEVADA CORPORATION, SCOTT THORNOCK, AN INDIVIDUAL, BRUCE CAPRA, AN INDIVIDUAL,...
Merger Agreement • July 20th, 2005 • Nicklebys Com Inc • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of July 19, 2005, by and among FIIC, Inc., a Delaware corporation (“FIIC”), on the one hand, and Nicklebys.com, Inc., a publicly traded Colorado corporation (“NBYS”), Nicklebys Acquisition Corp., a Nevada corporation and wholly owned subsidiary of NBYS (“Merger Sub”), Scott Thornock, an individual stockholder of NBYS (“Thornock”), Bruce Capra, an individual stockholder of NBYS (“Capra”), Paul Zueger, an individual stockholder of NBYS (“Zueger”), Michael Tanner, an individual stockholder of NBYS (“Tanner”) and James Watson, an individual stockholder of NBYS (“Watson,” and with Thornock, Capra, Zueger and Tanner, the “NBYS Stockholders”), on the other hand.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec • Kansas

This Securities Purchase Agreement (the “Agreement”) is made and entered into on February 28, 2006 by and between Nicklebys.com, Inc., a corporation organized under the laws of the State of Colorado, with its principal place of business currently located at 3179 South Peoria Court, Aurora, Colorado, (the “Company”), and Oceanus Value Fund, L.P. (the “Buyer”). The Company presently intends to reincorporate in the State of Delaware, relocate its principal place of business and change its name to FIIC Holdings, Inc.

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec

This Amendment to Securities Purchase Agreement (the “Amendment”) is made and entered into on February 28, 2006 by and between Nicklebys.com, Inc. (the “Company”), and Oceanus Value Fund, L.P. (the “Buyer”) with respect to the following facts and circumstances:

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Exhibit 10.14 SUB-LEASE AGREEMENT As of this date, February 1, 2005, FIIC, Inc. agrees to pay Manex Financial Management, Inc. the amount of $5,000 per month for rent and overhead expenditures for the use of office space at 1585 bethel Road, Columbus,...
Sub-Lease Agreement • May 17th, 2007 • Fiic Holdings • Services-business services, nec

As of this date, February 1, 2005, FIIC, Inc. agrees to pay Manex Financial Management, Inc. the amount of $5,000 per month for rent and overhead expenditures for the use of office space at 1585 bethel Road, Columbus, Ohio 43220.

REGISTRATION RIGHTS AGREEMEN T
Registration Rights Agreement • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec

This Registration Rights Agreement (the "Agreement") is made and entered into o n by and between Nicklebys .com, Inc., a Colorado corporation (the "Company"), and Oceanus Value Fund, L.P . (the "Buyer") .

RECITALS
Database Access and Content License Agreement • May 17th, 2007 • Fiic Holdings • Services-business services, nec
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER DATED JULY 19, 2005
Agreement and Plan of Merger • November 1st, 2005 • Nicklebys Com Inc • Services-business services, nec

This AMENDMENT NO. 1 amends the Agreement and Plan of Merger dated July 19, 2005 (the “Agreement”) by and among FIIC, Inc., a Delaware corporation (“FIIC”), on the one hand, and Nicklebys.com, Inc., a publicly traded Colorado corporation (“NBYS”), Nicklebys Acquisition Corp., a Nevada corporation and wholly owned subsidiary of NBYS (“Merger Sub”), Scott Thornock, an individual stockholder of NBYS (“Thornock”), Bruce Capra, an individual stockholder of NBYS (“Capra”), Paul Zueger, an individual stockholder of NBYS (“Zueger”), Michael Tanner, an individual stockholder of NBYS (“Tanner”) and James Watson, an individual stockholder of NBYS (“Watson,” and with Thornock, Capra, Zueger and Tanner, the “NBYS Stockholders”), on the other hand. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

FORM OF ESCROW AGREEMENT
Escrow Agreement • May 5th, 2006 • Fiic Holdings • Services-business services, nec

Simultaneously with the making of this Agreement, Lender and Debtor have entered into a Convertible Promissory Note (the Note) by which______________ will lend to Debtor the loan amount: _______________ _______________ _______________

Contract
Unsecured Convertible Promissory Note • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

FORM OF SUBSCRIPTION AGREEMENT FIIC HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • May 5th, 2006 • Fiic Holdings • Services-business services, nec

The undersigned hereby executes this Subscription Agreement (the “Subscription”) and applies to purchase the Convertible Promissory Note(s) (“Note(s)”) of FIIC HOLDINGS, INC., a Delaware Corporation (the “Company”), set forth on the last page hereof. The Loan amount of ___________ Thousand dollars ($___,000) is being made in connection with the certain Notes hereby subscribed, for and will be paid by delivering to the Company a check payable to “FIIC Holdings, Inc.”

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