Vubotics Inc Sample Contracts

AGREEMENT
Consultant Agreement • March 29th, 2001 • Halifax International Inc • Gold and silver ores • Maryland
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WITNESSETH:
Employment Agreement • April 15th, 2002 • Halifax International Inc • Gold and silver ores • Georgia
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • August 28th, 2006 • Vubotics Inc • Gold and silver ores • Nevada

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 21, 2006, by and among VUBOTICS, INC., a Nevada corporation (the “Company”), with headquarters located at 5555 Glenridge Connector, Suite 200, Atlanta, Georgia 30342, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:

SECURITY AGREEMENT
Security Agreement • September 4th, 2007 • Vubotics Inc • Services-prepackaged software • Georgia

THIS AGREEMENT is made as of August 28, 2007 between VUBOTICS, INC., as debtor, a Georgia corporation (“Debtor”), and JAY WEIL, as collateral agent (“Collateral Agent”) for the secured parties (“Secured Parties”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof among Debtor, Collateral Agent and Secured Parties.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2006 • Vubotics Inc • Gold and silver ores • Nevada

This REGISTRATION RIGHTS AGREEMENT is made as of August 21, 2006, by and among VUBOTICS, INC., a Nevada corporation (the ”Company”), with headquarters located at 5555 Glenridge Connector, Atlanta, Georgia 30342, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) set forth on Schedule 1 hereof, with regard to the following:

VUBOTICS, INC. COMMON STOCK WARRANT
Common Stock and Warrant Purchase Agreement • August 28th, 2006 • Vubotics Inc • Gold and silver ores • New York

VUBOTICS, INC., a Nevada corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in Common Stock and Purchase Agreement, dated as of August 21, 2006, by and among the Company and the Purchasers listed on Schedule 1 thereto), and terminating on the fifth anniversary of such date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, $.001 par value per Share (the “Common Stock”), at an exercise price per Share equal to SIXTY CENTS ($.60) (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • October 14th, 2005 • Halifax International Inc • Gold and silver ores • Georgia
VUBOTICS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 4th, 2007 • Vubotics Inc • Services-prepackaged software • Georgia

This REGISTRATION RIGHTS AGREEMENT is made as of August 28, 2007, by and among VUBOTICS, INC., a Georgia corporation (the “Company”), with headquarters located at 235 Peachtree Street NE, Suite 1725, Atlanta, Georgia 30303, and the purchasers (collectively, the “Purchasers” and each a “Purchaser”) who are parties to that certain Securities Purchase Agreement dated as of August 28, 2007 (the “Purchase Agreement”), with regard to the following:

SECURITIES PURCHASE AGREEMENT among VUBOTICS, INC. as Issuer JAY WEIL as Collateral Agent and THE ADDITIONAL PERSONS LISTED ON THE SIGNATURE PAGES HERETO as Purchasers August 28, 2007
Securities Purchase Agreement • September 4th, 2007 • Vubotics Inc • Services-prepackaged software • Georgia

THIS AGREEMENT is made as of August 28, 2007 among VUBOTICS, INC., a Georgia corporation (“Issuer”), Jay Weil, as collateral agent for the purchasers (“Collateral Agent”), and the additional persons listed on the signature pages (“Purchasers”).

VUBOTICS, INC. FORM OF SENIOR, SECURED, CONVERTIBLE PROMISSORY NOTE
Security Agreement • September 4th, 2007 • Vubotics Inc • Services-prepackaged software

FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, VuBotics, Inc., a Georgia corporation (“Issuer”), hereby promises to pay to the order of , a (together with its permitted successors and assigns, “Holder”), the principal sum of UNITED STATED DOLLARS (U.S. $ ) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of August 28, 2007 among Issuer, payee and certain other parties. Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.

VUBOTICS, INC. FORM OF COMMON STOCK PURCHASE WARRANT
Security Agreement • September 4th, 2007 • Vubotics Inc • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , a (the “Holder”), is entitled, upon the terms and conditions herein, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on , 2012 (the “Termination Date”), to subscribe for and purchase from VuBotics, Inc., a Georgia corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock under this Warrant will be equal to the Exercise Price as set forth in Section 2(b).

VUBOTICS, INC. COMMON STOCK PURCHASE WARRANT
Securities Agreement • November 14th, 2007 • Vubotics Inc • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , a (the “Holder”), is entitled, upon the terms and conditions herein, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on , 2012 (the “Termination Date”), to subscribe for and purchase from VuBotics, Inc., a Georgia corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock under this Warrant will be equal to the Exercise Price as set forth in Section 2(b).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 13th, 2007 • Vubotics Inc • Services-prepackaged software

THIS AGREEMENT AND PLAN OF MERGER, dated December 15, 2006 (the “Agreement”), is between Vubotics, Inc., a Nevada corporation (“Vubotics Nevada”), and Vubotics Georgia, Inc., a Georgia corporation (“Vubotics Georgia”), a wholly-owned subsidiary of Vubotics Nevada. Vubotics Nevada and Vubotics Georgia are sometimes hereinafter collectively referred to as the “Constituent Corporations.”

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