EXHIBIT A PSY-ED STOCKHOLDER SHARE EXCHANGE SUBSCRIPTION AGREEMENT AND ACCREDITED AND NON-ACCREDITED INVESTOR QUESTIONNAIRES Pursuant to Section 4 (2) and Rule 506 of the Securities Act of 1933 Subscription Agreement and Accredited and Non-Accredited...Subscription Agreement • January 20th, 2004 • East Coast Airlines Inc • Air transportation, scheduled • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2007 • Ep Global Communications Inc • Air transportation, scheduled • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of October 11, 2007, by and between EP Global Communications, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 551 Main Street, Johnstown, PA 15901 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
LastNumChoice14LastSchemeChoiceGeneral Numbering (1a)Option0TrueFalseOption1Tru eFalseOption2TrueFalseOption3TrueFalseOption4TrueFalseOption5TrueFalseWarrant Agreement • October 20th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 23, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
INVESTMENT AGREEMENTInvestment Agreement • October 11th, 2007 • Ep Global Communications Inc • Air transportation, scheduled • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of October 11, 2007 by and between EP Global Communications, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2005, by and among EP Global Communications, Inc., a Delaware corporation with its headquarters located at c/o Exceptional Parent, 551 Main Street, Johnstown, PA 15901 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2005, by and among EP Global Communications, Inc., a Delaware corporation, with headquarters located at c/o Exceptional Parent, 551 Main Street, Johnstown, PA 15901 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
AGREEMENT BETWEEN VEMICS INC AND EP GLOBAL COMMUNICATIONS, INC.Marketing Agreement • December 13th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • New Jersey
This AGREEMENT, consisting of the terms and conditions set forth below and the attached exhibits, each of which is incorporated into and made a part hereof by this reference ( ''Agreement''), is entered into as of November 3, 2005, (the ''Effective Date''), by and between Vemics, Inc a Nevada corporation (''VEMICS''), having its principal place of business at 65 East Route 4, River Edge, New Jersey 07661 and EP Global Communications Inc, a Delaware corporation having its principal place of business at 65 East Route 4, Riveredge, New Jersey (''EP GLOBAL'').
RECAPITALIZATION AGREEMENTRecapitalization Agreement • January 13th, 2009 • Ep Global Communications Inc • Air transportation, scheduled • New York
This Recapitalization Agreement (this “Agreement”) is entered into as of the 14th day of November, 2008, by and among EP Global Communications, Inc., a Delaware corporation (the “Company”), and each of the holders listed on the schedules hereto (each, a “Holder” and, collectively, the “Holders”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • New Jersey
This Employment Agreement (hereinafter referred to as “Agreement”) is made as of June 1, 2005, between EP Global Communications, Inc., a/k/a Exceptional Parent, a Delaware Corporation (hereinafter referred to as “EPGL” or “EP” or the “Company”), and Joseph M. Valenzano, Jr., residing at 6 Pickwick Lane, Woodcliff Lake, New Jersey 07677 (hereinafter referred to as “Employee” or “Executive”).
Demand Loan AgreementDemand Loan Agreement • October 20th, 2005 • Ep Global Communications Inc • Air transportation, scheduled
THIS AGREEMENT dated August 31, 2005 between Joseph M. Valenzano Jr., of Six Pickwick Lane Woodcliff Lakes New Jersey (the “Lender”) and EP Global Communications Inc., of 551 Main Street Johnstown, PA 15901 (the "Borrower").
LICENSE AGREEMENTLicense Agreement • October 20th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • Massachusetts
THIS AGREEMENT is made and entered into this the 1st day of October, 2005 by and between EBSCO Publishing, Inc., whose principal place of business is at 10 Estes Street, Ipswich, Massachusetts, 01938-0682, USA (“EP”) and EP Global Communications, Inc a/k/a Exceptional Parent Magazine (“EPM” or “Licensor”), whose principal place of business is at 551 Main Street, Johnstown, Pennsylvania 15901 (“Licensor”).
SHARE ACQUISITION AGREEMENT EAST COAST AIRLINES, INC.Share Acquisition Agreement • January 20th, 2004 • East Coast Airlines Inc • Air transportation, scheduled • Delaware
CIRCULATION SERVICES AGREEMENTCirculation Services Agreement • December 30th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • Florida
corporation located at 2937 SW Avenue, Suite 301, Miami, Florida, 33133 “ProCirc”) for circulation services to be provided by ProCirc for the publication entitled Exceptional Parent Magazine in exchange for the full consideration described below and subject to the terms and conditions contained herein.
PRODUCTION AND DISTRIBUTION AGREEMENTProduction and Distribution Agreement • December 30th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • Minnesota
THIS PRODUCTION AND DISTRIBUTION AGREEMENT (The “Agreement”) is entered into as of the 26th day of October, 2005 by and between Child Neurology Education and Research Foundation, a Minnesota nonprofit corporation doing business as Child Neurology Foundation (“CNF”) and EP Foundation for Education, Inc., a nonprofit corporation, (“EPFE”) and EP Global Communication, Inc., a corporation doing business as Exceptional Parent (“EPG”). CNF, EPFE and EPG shall be known collectively as the “parties” and individually as a “party.”
Ten Industrial Way East, Suite 2, Eatontown, NJ 07724 (732 544-8111 Fax(732) 544-8788 E-mail tax@wgpc.netAgreement With Sec Regarding Form 8-K • February 6th, 2006 • Ep Global Communications Inc • Air transportation, scheduled
STOCK OPTION AGREEMENTStock Option Agreement • October 20th, 2005 • Ep Global Communications Inc • Air transportation, scheduled • New York
THIS AGREEMENT is made and entered into on October1, 2005 by and between EP Global Communications, Inc a Pennsylvania corporation (hereinafter "the Company") and Gerald A. Amato (hereinafter "the Optionee"), a consultant to the Company.
