REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 3, 2006, by and among Moventis Capital, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
ContractCommon Shares Purchase Warrant • May 17th, 2007 • Moventis Capital, Inc. • Services-business services, nec • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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.
AGREEMENT FOR STRATEGIC CONSULTING SERVICESStrategic Consulting Services Agreement • February 17th, 2006 • Moventis Capital, Inc. • Services-business services, nec
WHEREAS This agreement, effective November 1, 2005 (Effective Date), is between Online Innovation, Inc. a Delaware corporation (the ‘Company’) with its head office in Richmond, BC and Fortune Capital Management (the ‘Contractor’). The parties agree as follows:
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 17th, 2007 • Moventis Capital, Inc. • Services-business services, nec
MOVENTIS CAPITAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2007 • Moventis Capital, Inc. • Services-business services, nec • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Common Shares Purchase Warrant • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FWP Acquisition Corp. (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 fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moventis Capital, Inc., a Delaware corporation (the “Company”), up to 600,000 (the “Warrant Shares”) of Common Shares, $0.001 par value per share (“Common Shares”). The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with the sale of a promissory note to the Holder.
CONSULTING AGREEMENTConsulting Agreement • September 28th, 2004 • Online Innovation Inc • Services-business services, nec • Florida
THIS CONSULTING AGREEMENT (this "Agreement") is made this 24th day of November 2003, by and between Online Innovation, Inc., having an office at 1118 Homer St., Suite 118, Vancouver, BC, Canada V6B 6L5, hereinafter referred to as "the Client" and Westport Strategic Partners, Inc., having an office at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, Florida 33301, hereinafter referred to as "the Consultant".
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 29th, 2006 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
PTL ACQUISITION CORP., a corporation incorporated under the laws of British Columbia and having its registered office at Suite 304, 1959 – 152nd Street, White Rock, British Columbia, Canada, V4A 9P3
COMMON SHARES PURCHASE WARRANT NO. 2006 – Common Shares $0.001 par value of MOVENTIS CAPITAL, INC.Common Shares Purchase Warrant Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ “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 third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moventis Capital, Inc., a Delaware corporation (the “Company”), up to __________________ (the “Warrant Shares”) of Common Shares, $0.001 par value per share (“Common Shares”). The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with the sale of convertible secured debentures to the Holder.
EXECUTIVE MANAGEMENT CONTACTEmployment Agreement • March 16th, 2007 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
Employment Agreement dated as of the 13th day of March 2007 between Moventis Capital, Inc., Suite 304, 1959 – 152nd Street, White Rock, BC V4A 6P7 (the “Corporation”) and Tom Gill (the “Executive”).
June 05, 2003Common Stock Purchase Agreement • September 26th, 2003 • Online Innovation Inc • Services-business services, nec
Reference is made to that certain Common Stock Purchase Agreement between ONLINE INNOVATION, INC, a Delware corporation (the”Company”) and FUSION CAPITAL FUND II, LLC (“Fusion”) dated as of June 25, 2001 (the “Purchase Agreement”) All capitalized terms used herein that are not defined herein shall have the meanings set forth in the Purchase Agreement.
ACKNOWLEDGEMENT AGREEMENTAcknowledgement Agreement • November 29th, 2006 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
This ACKNOWLEDGEMENT AGREEMENT (“Acknowledgement Agreement”) is entered into as of November ____, 2006 by and among MOVENTIS CAPITAL, INC., a corporation formed under the laws of the State of Delaware (the “Parent”), PTL ACQUISITION CORP., a wholly-owned subsidiary of the Parent organized under the laws of the Province of British Columbia (the “Buyer”), PTL ELECTRONICS LTD., a corporation organized under the laws of the Province of British Columbia (“PTL”), and ALBION SERVICES LTD., DR GRATIO TSANG in trust for THE TSANG FAMILY TRUST, CENTURY I HOLDINGS INC., DAVID MCALPINE, PAUL HEATHCOTE, GUNDYCO ITF MARILYN LEE/ANTHONY LEE and MARILYN LEE (collectively, the “Securityholders”). The Parent, the Buyer, PTL and the Securityholders are referred to collectively herein as the “Parties”.
moventis capital, inc. private placement agreement U.S. EntitiesPrivate Placement Agreement • November 13th, 2006 • Moventis Capital, Inc. • Services-business services, nec
To subscribe for Units to be issued by the Company which are comprised of (i) one share of the Company’s $.001 par value common stock and (ii) a warrant which will enable you to acquire from the Company for a period of six (6) months following the date your subscription is accepted by the Company one share of the Company’s $.001 par value common stock at a purchase price of $.50 per share (a “Warrant”) (the “Units”), you must complete the enclosed Subscription Agreement and the Purchaser Suitability Questionnaire.
CONSULTANT AGREEMENTConsultant Agreement • September 28th, 2004 • Online Innovation Inc • Services-business services, nec • New York
This Agreement is made and entered into as of the 9th day of January, 2004 between Online Innovation, Inc. (the "Company") and CEOcast, Inc. ("Consultant").
MOVENTIS CAPITAL, INC.Subscription Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec
The following Subscription Agreement is for Units (as defined herein) of a three-year convertible secured debenture ("Debenture") in the Company, which will bear an interest rate (“Rate”) of 10% per annum, paid semi-annually, which may be increased to a maximum of 14% in the event the Company issues debt at a higher interest rate to a senior lender under certain circumstances. The Debenture shall be convertible into Common Shares of the Company at the option of the holder, and contains warrant coverage as further provided herein. The Company's obligations under the Debentures are secured by a grant, subject to certain limitations, of a security interest in certain assets of the Company.
Consultant AgreementConsultant Agreement • September 28th, 2004 • Online Innovation Inc • Services-business services, nec • New York
This Agreement is made and entered into as of the 23rd day of February, 2004, between Online Innovation, Inc. (the "Company) incorporated in the State of Delaware with an office located at 1118 Homer Street, Suite 118, Vancouver, British Columbia Canada, and The R.H. Barsom Company Inc. (the "Consultant"), incorporated in the State of New York with an office located at 324 East 77th St. New York, New York, USA.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 16th, 2006 • Moventis Capital, Inc. • Services-business services, nec
PTL Acquisition Corp. (the “Debtor”) mortgages and charges in favour of Albion Services Ltd., The Tsang Family Trust, Century Electronics, Anthony Lee, Paul Heathcote, David McAlpine and Marylin Lee (the “Secured Party”), and grants to the Secured Party a security interest in, all of the Debtor’s present and after-acquired personal property, including all inventory, equipment and fixtures, all contracts, accounts and other intangibles, and all securities, instruments, chattel paper, money and documents of title, and also all of the Debtor’s present and after-acquired real property and other assets and undertaking, (collectively, the “Charged Property”) to secure payment and performance of all present and future debts, liabilities and other obligations of the Debtor to the Secured Party (collectively, the “Secured Obligations”).
ContractDebenture • May 16th, 2006 • Moventis Capital, Inc. • Services-business services, nec
THIS DEBENTURE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Convertible Secured Debenture AgreementConvertible Secured Debenture Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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.
ContractConvertible Secured Debenture • May 17th, 2007 • Moventis Capital, Inc. • Services-business services, nec • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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.
PROMISSORY NOTEPromissory Note • October 23rd, 2006 • Moventis Capital, Inc. • Services-business services, nec
MOVENTIS CAPITAL, INC.Convertible Secured Debenture • May 17th, 2007 • Moventis Capital, Inc. • Services-business services, nec • Delaware
The following Subscription Agreement is for Units (as defined herein) of a three-year convertible secured debenture ("Debenture") in the Company, which will bear an interest rate (“Rate”) of 10% per annum, paid semi-annually, which may be increased to a maximum of 14% in the event the Company issues debt at a higher interest rate to a senior lender under certain circumstances. The Debenture shall be convertible into Common Shares of the Company at the option of the holder, and contains warrant coverage as further provided herein. The Company's obligations under the Debentures are secured by a grant, subject to certain limitations, of a security interest in certain assets of the Company.
ACKNOWLEDGEMENT AGREEMENTAcknowledgement Agreement • February 20th, 2007 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
This ACKNOWLEDGEMENT AGREEMENT (“Acknowledgement Agreement”) is entered into as of December 18, 2006 by and among MOVENTIS CAPITAL, INC., a corporation formed under the laws of the State of Delaware (“Moventis”), and STEVE PASQUAN “Lender”)
THE SHAREHOLDERS OF PTL ELECTRONICS LTD. – and – MOVENTIS CAPITAL, INC. – and – PTL ACQUISTION CORP. – and – PTL ELECTRONICS LTD. AGREEMENT FOR THE PURCHASE OF SHARES OF PTL ELECTRONICS LTD. DATED AS OF May 8, 2006Share Purchase Agreement • May 16th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Alberta
ALBION SERVICES LTD., a corporation incorporated under the laws of the British Virgin Islands and having an office at 20th Floor, Eastern Central Plaza, 3 Yiu Hing Road, Shaukeiwan, Hong Kong
OFFICE LEASE BETWEEN AND ONLINE INNOVATION, INC.Office Lease • February 17th, 2006 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
