REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated January 16, 2001 (this "AGREEMENT") by and between The Auxer Group, Inc., a Delaware corporation, with principal executive offices located at 12 Andrews Drive, West Paterson, New Jersey...Registration Rights Agreement • March 28th, 2001 • Auxer Group Inc • Blank checks • New York
CONSULTING AGREEMENT This Consulting Agreement, dated as of March 2, 2001, is between Mark Johnson, a resident of the State of Maryland ("Consultant") and Auxer Group Inc., a Delaware corporation with its usual place of business in (the "Corporation")...Consulting Agreement • March 28th, 2001 • Auxer Group Inc • Blank checks • Maryland
ARTICLE 1 DEFINITIONSAuxer Group Inc • March 28th, 2001 • Blank checks • New York
SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated January 16, 2001 (this "AGREEMENT") by and between The Auxer Group, Inc., a Delaware corporation, with principal executive offices located at 12 Andrews Drive, West Paterson, New Jersey...Securities Purchase Agreement • March 28th, 2001 • Auxer Group Inc • Blank checks • New York
ACQUISITION AGREEMENT OF HARVEY-WESTBURY CORP. BY INDUSTRIES, INC.Acquisition Agreement • April 6th, 2001 • Auxer Group Inc • Blank checks
JOINT VENTURE AGREEMENT BETWEENJoint Venture Agreement • April 6th, 2001 • Auxer Group Inc • Blank checks • New Jersey
VIVA INTERNATIONAL, INC / CARR HOLDING, LLC. Contract Number VIVA/CH24092004-3 THIS AGREEMENT (hereafter the "AGREEMENT") is entered in this 16 day of November, 2004 by and between; Viva International, Inc. a Delaware Corporation, formed under the...Agreement • November 23rd, 2004 • Viva International Inc • Blank checks • Michigan
Viva International, Inc. a Delaware Corporation, formed under the laws of Delaware, having corporate offices at 954 Business Park Drive, Suite 2, Traverse City, Michigan 49686, IRS EIN # 22-3537927, hereafter the SELLER,
Viva International, Inc. / Adventure Group Holdings Corp. Contract Number VAC18062004-1 THIS AGREEMENT ("AGREEMENT") is entered in this 22 day of July, 2004, by and between; Viva International, Inc. (VIVA), a Delaware corporation, formed under the...Viva International Inc • September 17th, 2004 • Blank checks • Florida
AGREEMENTAgreement • April 6th, 2001 • Auxer Group Inc • Blank checks • Indiana
RECITALSAcquisition Agreement and Plan of Reorganization • April 6th, 2001 • Auxer Group Inc • Blank checks • Utah
CONSULTING AND MARKETING LICENSE AGREEMENTConsulting and Marketing License Agreement • March 28th, 2001 • Auxer Group Inc • Blank checks • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 6th, 2001 • Auxer Group Inc • Blank checks • New Jersey
EXHIBIT 4.5 CONSULTING AGREEMENT This Agreement is made as of this May 1, 2000 by and between The Auxer Group, Inc., ("the Company") a corporation duly organized and existing under the laws of New Jersey, with offices at 12 Andrews Drive, West...Consulting Agreement • May 25th, 2000 • Auxer Group Inc • Blank checks • New Jersey
BETWEENEmployment Agreement • July 25th, 2001 • Auxer Group Inc • Blank checks • New Jersey
EXHIBIT 10.3 - CARQUEST PRODUCTS, INC. LICENSE AGREEMENT -------------------------------------------------------- AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this 10th day of October 1998, by and between CARQUEST Products,...Agreement • April 11th, 2000 • Auxer Group Inc • Blank checks • Indiana
EMPLOYEE PARTIAL SETTLEMENT AGREEMENTEmployee Partial Settlement Agreement • December 3rd, 2004 • Viva International Inc • Blank checks • Michigan
EXHIBIT 4.1 CONSULTING AGREEMENT This Agreement is made as of this May 23, 2000, by and between The Auxer Group, Inc., ("the Company") a corporation duly organized and existing under the laws of New Jersey, with offices at 12 Andrews Drive, West...Consulting Agreement • June 21st, 2000 • Auxer Group Inc • Blank checks • New Jersey
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and among CLIFTON TELECARD, INC. a Delaware CorporationAsset Purchase Agreement • October 11th, 2000 • Auxer Group Inc • Blank checks • New Jersey
CONSULTANT PARTIAL SETTLEMENT AGREEMENTConsultant Partial Settlement Agreement • December 3rd, 2004 • Viva International Inc • Blank checks • Michigan
This Consultant Partial Settlement Agreement (hereafter the "AGREEMENT") is entered into this 28th day of October2004 by and between:
EXHIBIT 10.10 - EMPLOYMENT AGREEMENT FOR ERNEST DESAYE JR. ------------------------------------------------------- EMPLOYMENT AGREEMENT BETWEEN A SUBSIDIARY CORPORATION TO BE FORMED BY THE AUXER GROUP, INC. AND ERNEST R. DESAYE, JR. AGREEMENT dated...Employment Agreement • April 11th, 2000 • Auxer Group Inc • Blank checks • New Jersey
EXHIBIT 10.5 - AGREEMENT AND PLAN OF ACQUISITION BETWEEN AUXER INDUSTRIES, INC. AND UNIVERSAL FILTRATION INDUSTRIES, INC. ----------------------------------------------------------- This agreement and plan of acquisition (the "Agreement") dated...- Agreement • April 11th, 2000 • Auxer Group Inc • Blank checks • New Jersey
EXHIBIT 10.7 - PMR AND ASSOCIATES INVESTOR RELATION AGREEMENT DATED JANUARY 4, 1999. ------------------------------------------------------------Auxer Group Inc • April 11th, 2000 • Blank checks
EMPLOYMENT AGREEMENT BETWEEN THE AUXER GROUP, INC. AND RONALD SHAVEREmployment Agreement • May 23rd, 2000 • Auxer Group Inc • Blank checks • New Jersey
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • May 23rd, 2007 • River Hawk Aviation Inc • Air transportation, scheduled • Michigan
This Employment Services Agreement (“Agreement”), effective May 22, 2007, is made by and between Calvin Humphrey (“Executive”) and River Hawk Aviation, Inc. a Nevada corporation (“Company”).
EXHIBIT 6.0 - FINOVA CAPITAL CORPORATION AGREEMENT AND AMENDMENT -------------------------------------------------------- SECURITY AGREEMENT dated January, 1997 between HARVEY WESTBURY CORP. a corporation organized and existing under the laws of the...Corporation Agreement • April 11th, 2000 • Auxer Group Inc • Blank checks
AGREEMENT OF BUSINESS COMBINATION BY EXCHANGE OF ASSETS FOR STOCKAgreement of Business Combination • April 6th, 2001 • Auxer Group Inc • Blank checks • New Jersey
EMPLOYMENT AGREEMENT BETWEEN THE AUXER GROUP, INC. AND EUGENE CHIARAMONTE, JR.Employment Agreement • May 25th, 2000 • Auxer Group Inc • Blank checks • New Jersey
EXHIBIT 2.1 CONTRACT FOR THE SALE OF GOODS (Includes Grant of Purchase Money Security Interest) THIS CONTRACT FOR THE SALE OF GOODS (the "Agreement") is made and entered into as of this 10th day of August, 2000 ("Effective Date") by and between Chasin...Auxer Group Inc • September 8th, 2000 • Blank checks
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 28th, 2007 • River Hawk Aviation Inc • Air transportation, scheduled • Michigan
THIS FIRST AMENDMENT to the Agreement and Plan of Merger by and among River Hawk Aviation, Inc., a corporation formed under the laws of the State of Nevada (“River Hawk”), Profile Aviation Center, Inc., a corporation formed under the laws of the State of North Carolina (“Profile Aviation”), PAC Acquisition Corp., a corporation formed under the laws of the State of North Carolina and a wholly owned subsidiary of River Hawk (the “PAC Merger Sub”), Profile Services, Inc., a corporation formed under the laws of the State of Delaware (“Profile Services”), and PS Acquisition Corp., a corporation formed under the laws of the State of Delaware and a wholly owned subsidiary of River Hawk (the “PS Merger Sub”)(Profile Aviation and Profile Services shall collectively be referred herein as “Profile”) dated May 23, 2007 (the “Agreement”), entered into this 24th day of August 2007, amends the Agreement as follows (the “Amendment”):
SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENTThe Asset Purchase Agreement • August 30th, 2007 • River Hawk Aviation Inc • Air transportation, scheduled • Michigan
THIS SECOND AMENDMENT to the Asset Purchase Agreement by and among River Hawk Aviation, Inc., a closely held Delaware corporation (“Seller” or the “Company”) and Calvin Humphrey, a resident of Texas (“Humphrey” or the “Shareholder”) on the one hand, and River Hawk Aviation, Inc., f/k/a Viva International, Inc., a Nevada corporation, on the other hand (“Buyer”) dated September 19, 2006, as amended January 10, 2007 (the “Agreement”), entered into this 29th day of August, 2007, amends the Agreement as follows (the “2nd Amendment”):
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 25th, 2007 • River Hawk Aviation Inc • Air transportation, scheduled • Nevada
This Agreement and Plan Of Merger (the “Agreement”) dated as of May ___, 2007, by and among River Hawk Aviation, Inc., a corporation formed under the laws of the State of Nevada (“River Hawk”), Profile Aviation Center, Inc., a corporation formed under the laws of the State of North Carolina (“Profile Aviation”), PAC Acquisition Corp., a corporation newly formed under the laws of the State of North Carolina and a wholly owned subsidiary of River Hawk (the “PAC Merger Sub”), Profile Services, Inc., a corporation formed under the laws of the State of Delaware (“Profile Services”), and PS Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of River Hawk (the “PS Merger Sub”). Profile Aviation, the PAC Merger Sub, Profile Services, the PS Merger Sub and River Hawk are individually referred to herein as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENTThe Asset Purchase Agreement • January 12th, 2007 • Viva International Inc • Air transportation, scheduled • Michigan
THIS FIRST AMENDMENT to the Asset Purchase Agreement by and among River Hawk Aviation, Inc., a closely held Nevada corporation (“Seller” or the “Company”); and Calvin Humphrey, a resident of Texas (“Humphrey” or the “Shareholder”); and Viva International, Inc. a Nevada corporation (“Buyer”) dated September 19, 2006 (the “Agreement”), entered into this 10th of January 2007, amends the Agreement as follows (the “Amendment”):
EMPLOYMENT AGREEMENT BETWEEN THE AUXER GROUP, INC. AND EUGENE CHIARAMONTE, JR.Employment Agreement • April 6th, 2001 • Auxer Group Inc • Blank checks • New Jersey
CONTRACT FOR THE SALE OF GOODS (Includes Grant of Purchase Money Security Interest)Auxer Group Inc • April 6th, 2001 • Blank checks • California
August 24, 2006Engagement Agreement • August 25th, 2006 • Viva International Inc • Air transportation, scheduled
This Engagement Agreement (the “Agreement”) confirms the principal terms under which Viva International Inc. (the “Company”) agrees to engage The Otto Law Group, PLLC (“Otto Law”). Under this Agreement, Otto Law will assist the Company with various matters, including, without limitation, the following:
