ARTICLE I. DEFINITIONSSecurities Purchase Agreement • July 11th, 2006 • Cdknet Com Inc • Services-business services, nec • New York
WHEREAS:Registration Rights Agreement • April 19th, 2005 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 99.2 ------------ SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 30, 2006 (this "Agreement"), among CDKNet.com, Inc., a Delaware corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the...Security Agreement • July 11th, 2006 • Cdknet Com Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2014 • Arkados Group, Inc. • Services-business services, nec • New Jersey
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October ____, 2013, by and between ARKADOS GROUP, INC., a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Company”), and Richmake International Limited, a Samoa corporation with principal address at Offshore Chambers, P.O. Box 217, Apia Samoa (the “Buyer”).
EXHIBIT 10.1 ------------ SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement") is dated as of this 25th day of January, 2005 between CDKnet.com, Inc., a Delaware corporation ("CDK") and Summit Trading Limited, an international business...Settlement Agreement • January 25th, 2005 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 10.2 ------------ NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION...Cdknet Com Inc • April 19th, 2005 • Services-business services, nec
EXHIBIT 10.19 ------------- EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 23, 2004 (the "Effective Date"), by and between CDKnet.com, Inc., a Delaware corporation (the "Company"), and Oleg Logvinov (the "Executive"). W I...Employment Agreement • September 17th, 2004 • Cdknet Com Inc • Services-business services, nec • New Jersey
ASIA PIONEER LIMITED SUBSCRIPTION AGREEMENT IN RELATION TO SHARES IN ASIA PIONEER LIMITED -----------------------------------------------------------Agreement • March 6th, 2000 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 4.2 ----------- NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Cdknet Com Inc • January 4th, 2006 • Services-business services, nec
EXHIBIT 4.3 ----------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 30, 2006, among CDKNet.com, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • July 11th, 2006 • Cdknet Com Inc • Services-business services, nec
EXHIBIT 4.2 ----------- NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Cdknet Com Inc • July 11th, 2006 • Services-business services, nec
AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 17th, 2004 • Cdknet Com Inc • Services-business services, nec
EXHIBIT 4.3 ----------- THIS SUBSCRIPTION AGREEMENT is made the ___ day of December, 2000, BETWEEN: (1) the CDKnet.com, Inc., a company incorporated in the state of Delaware, the United States of America, with an office at 250 West 57th Street, New...Subscription Agreement • January 17th, 2001 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 99.3 ------------ SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of December 28, 2005 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the...Cdknet Com Inc • January 4th, 2006 • Services-business services, nec • New York
EXHIBIT 10.17.2 --------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 21, 2004 by and among CDKnet.com, Inc., a Delaware corporation ("Company"); and the holders of the Company's Common...Registration Rights Agreement • September 17th, 2004 • Cdknet Com Inc • Services-business services, nec • Delaware
WITNESSETH ----------Consulting Agreement • September 17th, 2004 • Cdknet Com Inc • Services-business services, nec • New Jersey
ARTICLE I EXERCISE --------Cdknet Com Inc • August 1st, 2000 • Services-business services, nec • New York
EXHIBIT 10.9 ASSIGNMENT AGREEMENT This Assignment Agreement (the "Assignment"), dated this 3rd day of June, 1998, is made between Robert L. Kelly (the "Assignor"), and Technology Horizons Corp,, a Delaware corporation (the "Assignee"). NOW, THEREFORE,...Assignment Agreement • October 7th, 1999 • Cdknet Com Inc
Ex. 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, effective as of August 1, 1999 between CDKnet, LLC, a New York limited liability company, having a place of business at 250 West 57th Street, New York, New York 10019 ("Employer"), and Shai Bar...Employment Agreement • October 7th, 1999 • Cdknet Com Inc • New York
STOCKHOLDERS AGREEMENTStockholders Agreement • October 7th, 1999 • Cdknet Com Inc
ASSIGNMENT ----------Cdknet Com Inc • January 17th, 2001 • Services-business services, nec
During the period from October 10, 2000 through the execution date of this assignment, Steven A. Horowitz, Chairman of the Board, Chief Executive Officer, Secretary and Chief Financial Officer of the Assignor ("Horowitz") and Dan Rock Limited Partnership, a New York Limited Partnership with offices at 370 Madison Avenue, Cedarhurst, New York ("Dan Roc"), have made loans to the Assignor and to ValueFlash.com, Inc. ("Vflash") , a majority owned subsidiary of the Assignor, in the aggregate principal amount of $450,000 and both Horowitz and Dan Roc contemplate making additional loans to the Assignor and/or Vflash (collectively the "Financing"). As an inducement to enter into the Financing, Assignor hereby (i) irrevocable assigns to Horowitz an option to purchase up to Eight Hundred Thousand (800,000) shares of common stock of ValueFlash.com, Inc., expiring January 27, 2005, at the exercise price of $1.50; and (ii) irrevocably assigns to Dan Roc an option to purchase up to Two Hundred Thous
EXHIBIT 10.40 ------------- WPP DOTCOM HOLDINGS (TWELVE) LLC c/o WPP Group USA, Inc. 309 West 49th Street New York, New York 10019 June 29, 2000 ValueFlash.com, Inc. 250 West 57th Street, Suite 1101 New York, NY 10019 Attention: Mr. Shai Bar-Lavi, CEO...Letter Agreement • August 1st, 2000 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 10.1 ------------ CONSULTING AGREEMENT THIS AGREEMENT dated October 20, 2004 is between CDKnet.com, Inc., a corporation organized under laws of the State of Delaware, whose address is 948 US Highway 22, North Plainfield, NJ 07060, (hereinafter...Consulting Agreement • October 22nd, 2004 • Cdknet Com Inc • Services-business services, nec • New York
RECITALSSecurities Purchase Agreement • January 23rd, 2006 • Cdknet Com Inc • Services-business services, nec
COMMON STOCK PURCHASE WARRANT To Purchase ______ Shares of Common Stock of ARKADOS GROUP, INC.Arkados Group, Inc. • August 11th, 2008 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the December 28, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arkados Group, Inc. (formerly CDKNet.com, Inc.), a Delaware corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 99.1 ------------ AMENDMENT AGREEMENT ------------------- THIS AMENDMENT AGREEMENT (this "Amendment") is entered into as August 18, 2006 by and among CDKNET.COM, Inc., a Delaware corporation (the "Company") and each of the other parties set...Amendment Agreement • August 24th, 2006 • Cdknet Com Inc • Services-business services, nec • New Brunswick
Exhibit 10.14 EMPLOYMENT AGREEMENT EMPLOYEE AGREEMENT, effective as of August 1, 1999 between CDKnet, LLC, a New York limited liability company, having a place of business at 250 West 57th Street, New York, New York 10019 ("Employer"), and Tom Ross,...Employment Agreement • November 26th, 1999 • Cdknet Com Inc • Services-business services, nec • New York
March 31, 2006 VIA EMAIL --------- Bushido Capital Master Fund, L.P. Gamma Opportunities Capital Partners, LP Class A Gamma Opportunities Capital Partners, LP Class C Re: Extension, Waiver and Amendment under Transaction Documents...Cdknet Com Inc • April 6th, 2006 • Services-business services, nec
EXHIBIT 10.2 ------------ CONSULTING AGREEMENT THIS AGREEMENT, made as of the 22nd day of January, 2003, by and between C. Dean McLain residing at 38207 N.E. Gerber Road, Yacold, WA 98675 and Robert M. Rubin, residing at 25 Highland Boulevard, Dix...Consulting Agreement • February 14th, 2003 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 99.3 ------------ SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of June 30, 2006 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the...Assumption Agreement • July 11th, 2006 • Cdknet Com Inc • Services-business services, nec • New York
AMENDMENT NUMBER 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 23rd, 2006 • Cdknet Com Inc • Services-business services, nec
STOCKHOLDER SHARES PERCENTAGES ------------------------------------------------------------------------ Steven A. Horowitz 2,095,221 12.177% ------------------------------------------------------------------------ Gary Segal 913,251 5.307%...Exhibit 99 • December 21st, 1999 • Cdknet Com Inc • Services-business services, nec
AGREEMENT AND PLAN OF MERGER BY AND AMONG CDKNET.COM, INC., CDK MERGER CORP., and MILETOS, INC.; And ANDREAS TYPALDOS, as REPRESENTATIVE OF CERTAIN STOCKHOLDERS OF MILETOS, INC.Agreement and Plan of Merger • September 17th, 2004 • Cdknet Com Inc • Services-business services, nec • New York
EXHIBIT 10.18 ------------- This Agreement (the "Agreement") is entered between PETERSON'S, a division of International Thomson Publishing, Inc., a Delaware corporation having its principal place of business located at 202 Carnegie Center, Princeton,...Agreement • December 21st, 1999 • Cdknet Com Inc • Services-business services, nec • New York
6% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 28, 2008Arkados Group, Inc. • August 11th, 2008 • Services-business services, nec • New York
THIS SECURED DEBENTURE is one of a series of duly authorized and issued 6% Secured Convertible Debentures of Arkados Group, Inc. (formerly CDKNet.com, Inc.), a Delaware corporation, having a principal place of business at 220 Old New Brunswick Road, 2nd Floor, Piscataway, NJ 08854 (the “Company”), designated as its 6% Secured Convertible Debenture, due December 28, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”). The obligations represented by this Debenture are secured by and the holder hereof is entitled to the benefits of a security interest in the assets of the Company contained in the Security Agreement..
