EXHIBIT 10.4 ESCROW AGREEMENT ESCROW AGREEMENT (this "Escrow Agreement") dated as of August 27, 2004, by and among Newport International Group, Inc., a Delaware corporation (the "Company"), Jenkens & Gilchrist Parker Chapin LLP, as escrow agent (the...Escrow Agreement • November 15th, 2004 • Newport International Group Inc • Real estate • New York
EXHIBIT 4.4Common Stock Purchase Warrant • March 2nd, 2005 • Newport International Group Inc • Real estate • Delaware
EXHIBIT 4.1 PROMISSORY NOTEPromissory Note • March 2nd, 2005 • Newport International Group Inc • Real estate
EXHIBIT 10.2Shareholder Agreement • May 10th, 2000 • First Philadelphia Capital Corp
EXHIBIT AEscrow Agreement • March 2nd, 2005 • Newport International Group Inc • Real estate • New York
EXHIBIT 10.9Settlement Agreement • March 2nd, 2005 • Newport International Group Inc • Real estate • New York
ARTICLE 1 PURCHASE AND SALE OF DEBENTURE AND INITIAL WARRANT, ETC.Securities Purchase Agreement • May 15th, 2008 • Spare Backup, Inc. • Services-prepackaged software • California
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 27, 2004, by and among Newport International Group, Inc., a Delaware corporation (the "Company"), and the purchaser...Registration Rights Agreement • November 15th, 2004 • Newport International Group Inc • Real estate • New York
EXHIBIT 4.16Warrant Agreement • August 18th, 2008 • Spare Backup, Inc. • Services-prepackaged software • California
EXHIBIT 4.15Extension Agreement • August 18th, 2008 • Spare Backup, Inc. • Services-prepackaged software • California
ARTICLE I THE MERGERMerger Agreement • February 13th, 2004 • Newport International Group Inc • Real estate • Delaware
EXHIBIT 4.11Warrant to Purchase Common Stock • October 13th, 2005 • Newport International Group Inc • Real estate • California
EXHIBIT 4.5Warrant Agreement • March 2nd, 2005 • Newport International Group Inc • Real estate • New York
EXHIBIT 10.22Put Option Agreement • May 21st, 2007 • Spare Backup, Inc. • Services-prepackaged software
Exhibit 10.10Finders Fee Agreement • March 2nd, 2005 • Newport International Group Inc • Real estate • California
RECITALS:Mutual Termination Agreement • September 6th, 2000 • First Philadelphia Capital Corp • Non-operating establishments • Pennsylvania
EXHIBIT 10.5Employment Agreement • March 2nd, 2005 • Newport International Group Inc • Real estate
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS(R) AND THE FLORIDA BAR CONTRACT FOR SALE AND PURCHASE PARTIES: Universal Asset Recovery, Inc. ("Seller"), and Soloman Lam ("Buyer") hereby agree that Seller shall sell and Buyer shall...Contract for Sale and Purchase • April 16th, 2002 • Newport International Group Inc • Non-operating establishments
EXHIBIT 10.12 VACANT LAND CONTRACT FLORIDA ASSOCIATION OF REALTORS(R) LOT 304 PARTIES AND DESCRIPTION OF PROPERTY 1. SALE AND PURCHASE: BARRY GRUBERG ("Seller") and SOLOMAN LAM ("Buyer") agree to sell and buy on the terms and conditions specified...Vacant Land Contract • April 16th, 2002 • Newport International Group Inc • Non-operating establishments
AGREEMENTCommon Stock and Warrant Purchase Agreement • November 15th, 2004 • Newport International Group Inc • Real estate • New York
EXHIBIT 10.22Subordination Agreement • May 15th, 2008 • Spare Backup, Inc. • Services-prepackaged software • California
MANAGING DEALER WARRANT AGREEMENTManaging Dealer Warrant Agreement • December 6th, 2006 • Spare Backup, Inc. • Real estate • California
THIS MANAGING DEALER WARRANT AGREEMENT (the “Agreement”), dated as of June 21, 2006, is made and entered into by and between NEWPORT INTERNATIONAL GROUP, INC., a Delaware corporation (the “Company”), and BROOKSTREET SECURITIES CORPORATION, a California corporation (“Brookstreet” or the “Warrantholder”).
STANDARD SERVICES AGREEMENT Agreement # ________________Standard Services Agreement • February 12th, 2007 • Spare Backup, Inc. • Services-prepackaged software • California
This Standard Services Agreement (“Agreement”) is entered into as of the first day of June, 2006 (“Effective Date”) by and between Spare Backup, Inc. a California corporation (“Supplier”) and HEWLETT-PACKARD COMPANY, a Delaware corporation (“HP”).
RECITALSMarketing and Reseller Agreement • November 9th, 2005 • Newport International Group Inc • Real estate • California
Exhibit 10.5 SECOND AMENDMENT TO LAND SALES CONTRACT BETWEEN BIGHAM FARMS INC. AND SOLOMAN LAM THIS SECOND AMENDMENT TO LAND SALES CONTRACT (the "Second Amendment"), is dated as of this 18th day of October, 2001, by and between Bigham Farms Inc....Land Sales Contract • December 5th, 2001 • Newport International Group Inc • Non-operating establishments
EXHIBIT 99.0 CONSULTING AGREEMENT This agreement is entered into on this 17th day of August, 2000 by and between FS Capital Markets Group Inc., a Delaware corporation (hereinafter referred to as "FSCMG"), and Conservation Anglers Manufacturing, Inc.,...Consulting Agreement • January 11th, 2001 • Conservation Anglers MFG Inc • Non-operating establishments • Pennsylvania
EXHIBIT 10.8 CONTRACT FOR SALE AND PURCHASE PARTIES: BIGHAM HIDE COMPANY, INC. ("Seller"), of P.O. Box 188, Coleman, FL 35521 (Phone) 352-748-1831 and SOLOMAN LAM and/or Assigns ("Buyer"), of 11863 Wimbledon Circle, Wellington, FL 33414 (Phone)...Contract for Sale and Purchase • April 16th, 2002 • Newport International Group Inc • Non-operating establishments
EXHIBIT 4.3 INVESTOR WARRANT TO PURCHASE COMMON STOCK OF GRASS ROOTS COMMUNICATIONS, INC. This is to certify that ____________________________ (the "Holder") is entitled, subject to then terms and conditions hereinafter set forth, to purchase...Investor Warrant • March 2nd, 2005 • Newport International Group Inc • Real estate
WARRANT TO PURCHASE COMMON STOCK OF NEWPORT INTERNATIONAL GROUP, INC. (Void after Termination Date, as defined below)Warrant Agreement • June 1st, 2006 • Newport International Group Inc • Real estate • New York
This certifies that, for value received, Langley Park Investment Trust, P.L.C. (“Holder”) is entitled, subject to the terms and conditions set forth below, at any time or from time to time after the date last executed below (the “Effective Date”) and before the Termination Date (as defined below), to purchase from Newport International Group, Inc. (the “Company”), 3,000,000 shares of common stock of the Company (the “Common Shares”) at an exercise price per share of $1.00 (the “Exercise Price”), subject to the Share Sale Restrictions defined below. The number, character and Exercise Price of such Common Shares are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued pursuant to Section 1.1 of that certain Repurchase Agreement entered into between Holder and Company contemporaneously with this Warrant (the “Repurchase Agreement”).
OFFICE LEASEOffice Lease • March 2nd, 2005 • Newport International Group Inc • Real estate • California
SETTLEMENT AGREEMENTSettlement Agreement • December 15th, 2005 • Newport International Group Inc • Real estate • California
This Settlement Agreement (“Agreement”) is made as of the “Effective Date” defined below, by and between, on the one hand, Newport International Group, Inc. (“Newport”) and, on the other hand, Robinson Reed, Inc. (“Robinson Reed”) and First Capital Holdings International, Inc. (“First Capital”) (collectively “Stockholders”).
2 /SL/Addendum to Contract for Sale and Purchase • April 16th, 2002 • Newport International Group Inc • Non-operating establishments
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • June 1st, 2006 • Newport International Group Inc • Real estate • New York
THIS AMENDMENT TO ESCROW AGREEMENT, dated as of May 26, 2006, amends the Escrow Agreement dated as of July 6, 2004 (“Escrow Agreement”) between Newport International Group, Inc. (“Newport”), Gottbetter & Partners, LLP (“Gottbetter”) and Langley Park Investment Trust, PLC (“Langley”), as follows:
Spare Backup, Inc. Confidential Private Offering Memorandum TOTAL OFFERING (40 Units) OFFERING PRICE $50,000 PER UNIT Each Unit consists of (i) a $25,000 - $50,000 of 312,500 - 416,667 shares of Spare Backup, Inc. Common stock) and (ii) a Common Stock...Confidential Private Offering Memorandum • May 24th, 2010 • Spare Backup, Inc. • Services-prepackaged software
THE UNITS OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND ARE, THEREFORE, HIGHLY SPECULATIVE IN NATURE AND SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. IN ANALYZING THIS OFFERING, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISK FACTORS AND THE SPECULATIVE FACTORS INHERENT IN AND AFFECTING BOTH OUR BUSINESS AND THE VALUE OF OUR SECURITIES. IN ADDITION TO THE OTHER INFORMATION IN THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM, THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE UNITS OFFERED BY THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM.
RECITALSAcquisition Agreement • November 6th, 2000 • First Philadelphia Capital Corp • Non-operating establishments • Pennsylvania
