AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WENTWORTH I, INC.Merger Agreement • November 1st, 2005 • Wentworth I Inc • Blank checks • Delaware
RECITALSEscrow Agreement • June 13th, 2001 • Wentworth I Inc • Blank checks • Colorado
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WENTWORTH I, INC.Merger Agreement • January 13th, 2006 • Wentworth I Inc • Blank checks • Delaware
ContractWarrant Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Nevada
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.
PLACEMENT AGREEMENT February 6, 2006Placement Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Colorado
Aero Grow International, Inc. (“Company”) proposes to offer, offer for sale and sell up to 2,400,000 Units at an offering price of $5.00 per Unit, to accredited investors. The offering of the Units (“Offering”) is being made on a best efforts, $5,000,000 minimum (“Minimum Amount”) $12,000,000 maximum (“Maximum Amount”) basis. Each Unit shall consist of one share of Common Stock and one Warrant. Each Warrant is exercisable for one share of Common Stock at an exercise price of $6.25 per share. Each Warrant will be non-redeemable and will be exercisable for five years from the closing of this Offering. There will be only one closing of this Offering.
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Nevada
Employment Agreement (the “Agreement”), dated as of March 1, 2006, by and between AeroGrow International, Inc., a Nevada corporation (the “Company”), and Mitchell B. Rubin (“Employee”).
RECITALSEscrow Agreement • July 13th, 2001 • Wentworth I Inc • Blank checks • Colorado
RESPOND2 PRODUCTION AGREEMENTProduction Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Oregon
This Agreement is effective the 3rd day of October, 2005, by and between Respond2, Inc., an Oregon Corporation, (hereinafter called Respond2) and AeroGrow International, Inc., a Nevada Corporation (hereinafter called Purchaser).
LEASE AMENDMENT OF APRIL 1, 2005Lease Amendment • March 2nd, 2006 • Wentworth I Inc • Blank checks
THIS LEASE, effective on October 1, 2003, is entered into by and between United Professional Management, Inc., authorized agent for the owner, hereinafter called Landlord, and AeroGrow International Inc., a Nevada corporation, hereinafter called Tenant.
ContractWarrant Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Colorado
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ("WARRANT SHARES") MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, PLEDGEE, TRANSFEREE OR ENDORSEE HEREOF OR THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED THE WARRANT OR ANY WARRANT SHARES FOR ANY PURPOSE, UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITIES SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND COUNSEL ARE REASONABLY ACCEPTABLE TO THE COMPANY. THIS COMPANY'S SUBSCRIPTION A
STOCK OPTION AGREEMENT RELATING TO THE AEROGROW INTERNATIONAL, INC.Stock Option Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Colorado
This Stock Option Agreement dated as of this ______ day of ______________ 2005 ("Option Agreement") is between AeroGrow International, Inc., a Nevada corporation (the "Company"), and ______________________ (the "Optionee").
Letter of AgreementRental Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks
This will suffice to cover our major points of agreement. Please have Mike transfer these agreement points to your standard lease:
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE ENTITIES SHOULD CONSULT LEGAL COUNSEL BEFORE SIGNING BUSINESS LEASEBusiness Lease • March 2nd, 2006 • Wentworth I Inc • Blank checks
This lease, dated December 8, 2004, is between DMN Partnership by Investors Independent Trust Company, Agent, as Landlord, and Aerogrow International, as Tenant.
RECITALSEscrow Agreement • August 8th, 2001 • Wentworth I Inc • Blank checks • Colorado
MANUFACTURING AGREEMENTManufacturing Agreement • March 2nd, 2006 • Wentworth I Inc • Blank checks • Colorado
AeroGrow will pay SP for the Tooling upon approval of the Tooling by AeroGrow's employees or designated agents. Payment will be made in the form of shares or stocks of AeroGrow ("Shares"). AeroGrow undertakes to SP that the Shares will be offered on a United States Stock Exchange for a price of not less than USD1.00 per share at the time of its Initial Public Offering. AeroGrow shall pay SP for SP's portion of the Tooling by issuing, transferring or allotting (at the sole cost and expense of AeroGrow) a quantity of the Shares to SP at the agreed valuation of USD0.50 per share, so that the quantity of the Shares thereby issued, allotted or transferred to SP will be equivalent to the cost divided by an unit sum of USD0.50. For example, 310,000 Shares at the currently projected Initial Public Offering value of USD1.00 each will be issued, allotted or transferred to SP in the event of SP's portion of the cost being finalized at USD155,000.00. Both the number of Shares and the Purchase Pric
