Precom Technology Inc Sample Contracts

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RECITALS
Share Exchange Agreement • March 22nd, 2002 • Precom Technology Inc • Retail-record & prerecorded tape stores • Florida
SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2007 • Marmion Industries Corp • Steam & air-conditioning supply • Massachusetts

Convertible Debentures (the “Debentures”) of Marmion Industries Corp., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act.

RECITALS
Distribution Agreement • January 27th, 2006 • Marmion Industries Corp • Steam & air-conditioning supply
DEBENTURE REGISTRATION RIGHTS AGREEMENT
Debenture Registration Rights Agreement • March 26th, 2007 • Marmion Industries Corp • Steam & air-conditioning supply • Massachusetts

THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2007, by and between Marmion Industries Corp., a Nevada corporation (the “Company”), and Dutchess Private Equities Fund, LTD, a Cayman Islands exempted company (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.

SECURITY AGREEMENT
Security Agreement • March 26th, 2007 • Marmion Industries Corp • Steam & air-conditioning supply

THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 22nd day of March, 2007, by MARMION INDUSTRIES CORP., a Nevada corporation, having a mailing address at 9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (the “Company”), MARMION INVESTMENTS, INC. a Texas corporation, (dba Marmion Air Service) having a mailing address at 9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (“Marmion Investments” together with the Company, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).

RECITALS
Stock Subscription Agreement • April 15th, 2002 • Precom Technology Inc • Retail-record & prerecorded tape stores • Florida
RECITALS
Registration and Lock-Up Agreement • May 20th, 2002 • Precom Technology Inc • Retail-record & prerecorded tape stores • Florida
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 27th, 2001 • Precom Technology Inc • Retail-record & prerecorded tape stores • Florida

This Share Exchange Agreement ("Agreement") between PreCom Technology, Inc., a Florida corporation ("PRECOM"), GroupNow, Inc., a Delaware corporation ("GNOW") and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of GNOW, is entered into as of June 4, 2001.

RECITALS
Share Exchange Agreement • June 19th, 2002 • Precom Technology Inc • Retail-record & prerecorded tape stores • Florida
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Annex B. Consulting Agreement with Greenwich Financial CONSULTING AGREEMENT June __, 2001 Greenwich Financial Group Gentlemen:
Consulting Agreement • August 24th, 2001 • Precom Technology Inc • Retail-record & prerecorded tape stores

This letter sets forth the arrangements, terms and conditions pursuant to which Greenwich Financial (the "Consultant"), has been retained to serve as a financial consultant and advisor to GroupNow, Inc. (the "Company") on a non-exclusive basis for a period of 12 months, commencing as of ____, 2001. The undersigned hereby agrees to the following terms and conditions:

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