Right to Purchase 33,332 Shares of Common Stock, $.0001 par value per shareWarrant Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
Exhibit 10.19 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of April 16, 2003, by and among Torbay Holdings, Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
Exhibit 10.36 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL...Warrant Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
EXHIBIT 10.9 SECURITY AGREEMENTSecurity Agreement • May 16th, 2002 • Torbay Holdings Inc • Blank checks • New York
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 15, 2002, by and among Torbay Holdings, Inc., a Delaware corporation, with its headquarters located at 4 Mulford Place, Suite 2G, Hempstead,...Registration Rights Agreement • May 16th, 2002 • Torbay Holdings Inc • Blank checks • New York
EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 15, 2002, by and among Torbay Holdings, Inc., a Delaware corporation, with headquarters located at 4 Mulford Place, Suite 2G, Hempstead, New...Securities Purchase Agreement • May 16th, 2002 • Torbay Holdings Inc • Blank checks • New York
Exhibit 10.17 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 16, 2003, by and among Torbay Holdings, Inc., a Delaware corporation, with headquarters located at 4 Mulford Place, Suite 2G, Hempstead,...Securities Purchase Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 16, 2003, by and among Torbay Holdings, Inc., a Delaware corporation, with its headquarters located at 4 Mulford Place, Suite 2G,...Registration Rights Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
Exhibit 10.43 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL...Warrant Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
EXHIBIT 10.14 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 15,...Warrant Agreement • September 18th, 2002 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
EXHIBIT 10.7 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 15,...Warrant Agreement • May 16th, 2002 • Torbay Holdings Inc • Blank checks • New York
OFWarrant Agreement • February 11th, 2005 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
Torbay Acquisition Corporation 1504 R Street, NW Washington, D.C. June 9, 1998Lock Up Agreement • February 19th, 1999 • Torbay Acquisition Corp
As part of the sale of the shares of Common Stock of Torbay 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 10.20 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of April 16, 2003, among Torbay Holdings, Inc., a Delaware corporation (the "Company"), William Thomas Large (the "Pledgor"), AJW Partners, LLC, a...Guaranty and Pledge Agreement • July 30th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
January 12, 2006 Board of Directors Torbay Holdings, Inc. 140 Old Country Road, Suite 205 Mineola, New Yorl 11501 Re: Consulting Agreement, dated as of December 2, 2005, by and between Terry Archer and Torbay Holdings, Inc....Consulting Agreement • January 13th, 2006 • Torbay Holdings Inc • Refrigeration & service industry machinery
We have acted as counsel for Torbay Holdings, Inc., a Delaware corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to 3,000,000 shares of the Company's Common Stock, par value $.0001 per share (the "Common Stock"), which shares of Common Stock are issuable by the Company pursuant to a Consulting Agreement, dated as of December 2, 2005, by and between the Terry Archer and the Company (the "Plan").
SHARE PURCHASE AGREEMENT Between: Torbay Holdings Inc (THI) 4 Mulford Place, Suite 2G Hempstead NY, 11550 Registered Office: 1504 R Street NW, Washington, DC 20009 AND: Douglaston Investments Limited (DIL) Grand Bahamas, its surviving Corporate Body...Share Purchase Agreement • May 12th, 2000 • Torbay Holdings Inc • Blank checks
AGREEMENT AND PLAN OF MERGER between TORBAY ACQUISITION CORPORATION, a Delaware corporation ("TAC"), and TORBAY HOLDINGS, INC., a Delaware corporation ("THC"), TAC and THC being sometimes referred to herein as the "Constituent Corporations," and each...Merger Agreement • November 12th, 1999 • Torbay Holdings Inc • Blank checks • Delaware
EXHIBIT 4.1 CONSULTING AND SERVICES AGREEMENT --------------------------------- THIS AGREEMENT is dated February 6, 2003, by and between Sally Ann Craig (T/A Grantsearch) of The Quinta, Beechfield Road, Alderley Edge, Cheshire, SK9 7AU, United Kingdom...Consulting and Services Agreement • February 12th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
WARRANTWarrant Agreement • June 5th, 2009 • ICC Worldwide, Inc. • Computer & office equipment
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT.
ContractConvertible Note Agreement • December 22nd, 2008 • ICC Worldwide, Inc. • Computer & office equipment • Florida
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 5, 2005, between The Nutmeg Group, L.L.C., a US Virgin Islands limited liability company ("Holder"), and Torbay Holdings, Inc. (the "Company"). WHEREAS, on August 19,...Registration Rights Agreement • May 9th, 2005 • Torbay Holdings Inc • Refrigeration & service industry machinery • Illinois
Torbay Acquisition Corporation 1504 R Street, NW Washington, D.C. June 9, 1998Lock Up Agreement • February 19th, 1999 • Torbay Acquisition Corp
As part of the sale of the shares of Common Stock of Torbay 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.
Consultancy Agreement Between Torbay Holdings, Inc. Suite 205 Mineola NY 11501 And Scott Frickson (Consultant) 11614 Dawn St Eagle River, AK 99577-7861 For services relating to the development of Federal Government Military business: - A total of 1...Consultancy Agreement • May 2nd, 2007 • Torbay Holdings Inc • Computer & office equipment
FOURTH AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 23rd, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This Fourth Amendment (“Fourth Amendment”) is made as of this 15th day of January, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the “Issuer” or the “Company”) and THE BLACK DIAMOND FUND, LLLP, a Minnesota limited liability limited partnership (the “Buyer”).
First Amendment to September 26, 2007 Superseding Note (Superseding May 11, 2007 Note)Superseding Note • January 6th, 2009 • ICC Worldwide, Inc. • Computer & office equipment
This first amendment (“First Amendment”) to the September 26, 2007 Superseding Note (“Note”) is made by and between ICC Worldwide, Inc. (formerly, Torbay Holdings, Inc. and hereinafter referred to as “ICCWW”) and Nutmeg/Mercury LLLP (“Nutmeg/Mercury”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as ascribed to them in the Note.
THE NUTMEG GROUP, L.L.C. Northbrook, Illinois 60062Promissory Note • January 6th, 2009 • ICC Worldwide, Inc. • Computer & office equipment • California
This will confirm our agreement that The Nutmeg Group, L.L.C., as agent for and on behalf of Nutmeg MiniFund, LLLP (“Nutmeg”) is simultaneously herewith sending to StockTrans, Inc. Attn: Laura Skorny, 44 W. Lancaster Ave., Ardmore, Pennsylvania 19003 for cancellation certificates representing an aggregate of 19,696,389 shares of common stock (the “Shares”) of ICC Worldwide, Inc. (“ICCWW”) together with signed stock powers transferring the Shares to ICCWW. In consideration for the transfer and cancellation of the Shares, ICCWW is simultaneously herewith issuing to Nutmeg a Promissory Note dated the date hereof in the principal amount of $442,502.75 in the form of Exhibit A attached hereto. The parties further agree as follows:
RECITALS:Redemption and Settlement Agreement • February 18th, 2004 • Torbay Holdings Inc • Refrigeration & service industry machinery • New York
FIFTH AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This Fifth Amendment (“Fourth Amendment”) is made as of this 9th day of July, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the “Issuer” or the “Company”) and THE ADAMAS FUND, LLLP (formerly THE BLACK DIAMOND FUND, LLLP), a Minnesota limited liability limited partnership (the “Buyer”).
FIRST ADDENDUM TO PROMISSORY NOTEPromissory Note • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This First Addendum to the Promissory Note dated January 15, 2008 is made as of this 9th day of July, 2008, by and between ICC WORLDWIDE, Inc., a Delaware Corporation (“Maker”) and THE ADAMAS FUND, LLLP (formerly The Black Diamond Fund, LLLP), a Minnesota limited liability, limited partnership (“Holder”).
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This First Amendment (“First Amendment”) is made as of this 9th day of July, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the “Issuer” or the “Company”) and The Melanie S. Altholtz Irrevocable Trust which is located at 1800 Second St, Ste 758, Sarasota, FL 34236 (“Buyer”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 27th, 2007 • Torbay Holdings Inc • Computer & office equipment • Delaware
This Share Exchange Agreement (the “AGREEMENT”) dated as of the 20th day of August 2007, is by and amongst TORBAY HOLDINGS, INC., a Delaware corporation (hereinafter referred to as the “Corporation” or “Torbay”), and CARMINE CASTELLANO, an individual, and ALFRED SETTINO, an individual, (collectively, the “Company Shareholders”).
EXHIBIT 10.16 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 2 to Securities Purchase Agreement, dated as of December 9, 2002, shall serve to amend the Securities Purchase Agreement (the "Agreement"), dated as of May 15, 2002, as...Securities Purchase Agreement • December 17th, 2002 • Torbay Holdings Inc • Refrigeration & service industry machinery
EXHIBIT 10.11 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to Securities Purchase Agreement, dated as of August 21, 2002, shall serve to amend the Securities Purchase Agreement (the "Agreement"), dated as of May 15, 2002, by...Securities Purchase Agreement • September 18th, 2002 • Torbay Holdings Inc • Refrigeration & service industry machinery
THIRD AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 17th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This Third Amendment (“Third Amendment”) is made as of this 13th day of December, 2007, by and between ICC WORLDWIDE, INC. (formerly Torbay Holdings, Inc.) a Delaware corporation (the “Issuer” or the “Company”) and THE BLACK DIAMOND FUND, LLLP, a Minnesota limited liability limited partnership (the “Buyer”).
EXHIBIT 4.2 CONSULTING AND SERVICES AGREEMENT --------------------------------- THIS AGREEMENT is dated February 5, 2003, by and between Warren Heminger of 410 Catalonia Ave, Coral Gables, Florida 33134 ("Consultant"), and Torbay Holdings, Inc., a...Consulting and Services Agreement • February 12th, 2003 • Torbay Holdings Inc • Refrigeration & service industry machinery • Florida
