REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 28, 2003, by and between Cal Bay International, Inc., a company organized under the laws of State of Nevada, with its...Registration Rights Agreement • June 27th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
RECITALSEscrow Agreement • June 27th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
CONSULTING AGREEMENTConsulting Agreement • August 29th, 2002 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks
INVESTMENT AGREEMENT -------------------- INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of April 1, 2003 by and between Cal Bay International, Inc., a Nevada corporation (the "COMPANY"), and Dutchess Private Equities Fund, L.P., a Delaware limited...Investment Agreement • June 27th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
CAL-BAY INTERNATIONAL, INC. PLACEMENT AGENT AGREEMENT Dated as of: June 16, 2003. The undersigned, Cal-Bay International, Inc., (the "COMPANY"), hereby agrees with Oftring & Company, Inc. (the "PLACEMENTAGENT") and Dutchess Private Equities Fund,...Placement Agent Agreement • October 15th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
CONSULTING AGREEMENTConsulting Agreement • February 11th, 2004 • Cal Bay International Inc • Wholesale-professional & commercial equipment & supplies
CONSULTING AGREEMENT This Agreement ("Agreement") is made and entered into as of the day of August 23,2002 between Cal-Bay International Inc. ("Company") and Darko Mrakuzic, and Harvey Carmichael("Consultant"). WITNESSETH: WHEREAS, the Consultant is...Consulting Agreement • August 29th, 2002 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • California
Cal-Bay International, Inc. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 24th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
The undersigned, Cal-Bay International, Inc., a Nevada corporation (the "COMPANY"), hereby agrees with Charleston Capital Corporation (the "PLACEMENT AGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as follows:
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE...Warrant Agreement • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
INVESTMENT AGREEMENTInvestment Agreement • December 24th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of December 22, 2003 by and between Cal-Bay International, Inc., a Nevada corporation (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership (the “Investor”).
WTC Inc. Domestic Sales Representative AgreementDomestic Sales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Texas
This agreement is entered into at Bozeman, Montana by and between WTC Inc., a Montana Corporation, hereinafter referred to as "WTC" or "Company", and
BALDWIN ENVIRONMENTAL, INC. SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Nevada
Baldwin Environmental, Inc. a Nevada Corporation, whose mailing address is 895 E. Patriot Blvd. #107, Reno, Nevada 89511 (hereinafter referred to as Baldwin) hereby appoints:
MIE, Inc.Sales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks
THERMO ENVIRONMENTAL INSTRUMENTS INC. Sales Representation AgreementSales Representation Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
This Agreement, effective this 1st day of September, 2000, by and between THERMO ENVIRONMENTAL INSTRUMENTS INC., hereinafter referred to as the "Manufacturer", and Cal-Bay Controls, hereinafter referred to as the "Representative" agree to as follows:
MEECO INC. US SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Pennsylvania
This agreement made this 5th day of Feb, 2001, by and between MEECO, Inc., hereinafter referred to as "MEECO". and CAL BAY CONTROLS, hereafter referred to as "Representative," in which the parties mutually agree as follows:
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Georgia
THIS AGREEMENT, made and entered into January 1st 2001 between Specac Inc, 500 Technology Court, Smyrna, GA 30082 ("Specac") and Cal-Bay Controls ("the Sales Representative").
THERM ANDERSEN INSTRUMENTS INC. SALES REPRESENTATIVE AGREEMENT (UNITED STATES)Sales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Georgia
This Agreement, effective this first day of January 15, 2 001, by and between THERMO ANDERSEN INSTRUMENTS INC., hereinafter referred to as the "Manufacturer" and Cal-Bay Controls, a corporation organized under the laws of California, hereinafter referred to as the "Representative". agree to as follows:
Product Development and Marketing AgreementProduct Development and Marketing Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • California
This Product Development and Marketing Agreement ("Agreement") is made and effective this July 17, 2001 by and between Advanced Environmental Technology Inc. ("AET"), a Delaware Corporation located at 32872 Bluffside Drive, Dana Point, California 92629 and Cal-Bay Controls Inc. ("CBC"), a Nevada Corporation located at 1582 Parkway Loop, Suite G, Tustin, California 92780.
ENERGY AND ENVIRONMENTAL MEASUREMENT CORPORATION MANUFACTURER'S REPRESENTATIVE AGREEMENT FORManufacturer's Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Montana
This agreement (hereinafter referred to as "Agreement") is made by and between Energy and Environmental Measurement Corporation, a Montana corporation, which has its headquarters at 1744 Mullowney Lane, Billings, Montana, 59102, hereinafter referred to as "EEMC" and Cal Bay Controls, an independent contractor with headquarters at 1582 Parkway Loop, #G, Tustin, California 92780(hereinafter referred to as "You" and "Your ).
AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 8th day of March, 2001, by and between Var- Jazz Entertainment, Inc., a Nevada corporation ("Var-Jazz") and Cal-Bay Controls, Inc., a...Reorganization Agreement • June 18th, 2001 • Cal Bay Internatinoal Inc • Nevada
LETTERHEAD] December 18, 2000 Cal Bay ControlsExclusive Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks
KEMTEK ANALYTICAL, INC. SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • New Mexico
This Agreement, made and entered into effective as of August 25th, 2000 between Kemtek Analytical, Inc., 2425 Ridgecrest Dr. SE, Albuquerque, NM 87108 ("KTA") and Bob Thompson d.b.a. Cal-Bay Controls, 1582 Parkway Loop, #G, Tustin, CA 92780 ("Sales Representative").
CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2005 • Cal Bay International Inc • Wholesale-professional & commercial equipment & supplies • California
This Consulting Agreement (“Agreement”) is to be effective as of the 16th day of February 2005, by and between Cal-Bay International, Inc. (“Company”), whose mailing address is: Box 502548, San Diego, California 92150-2548 and Stephanie M. Burruss (“Consultant”), an individual, having her principal mailing address at 4054 Avenida Brisa, Rancho, Santa Fe, California 92109?
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks
THIS CONSULTING AGREEMENT is entered into between Cal Bay International, Inc., a Nevada Corporation (the "Company"), and Cletha A. Walstrand (the "Consultant"), effective this 7th day of January, 2003.
INTERCREDITOR AGREEMENT This Intercreditor Agreement (this "Agreement") is made and entered into as of this 14th day of March, 2006 by and between Professional Traders Fund, LLC ("PTF") and Professional Offshore Opportunity Fund Limited ("POOF")....Intercreditor Agreement • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks
THIS CONSULTING AGREEMENT is entered into between Cal Bay International, Inc., a Nevada Corporation (the "Company"), and Trey Meehan, (the "Consultant"), effective this 7th day of January, 2003.
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • California
This Agreement ("Agreement") is made and entered into as of the 7th day of January, 2003 between Cal-Bay International Inc. ("Company") and Harvey Carmichael ("Consultant").
ARTICLE I TERMS OF PAYMENTSenior Secured Convertible Promissory Note • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of the 14th day of March, 2006 (this "Agreement") by and among CAL-BAY INTERNATIONAL, INC. a Nevada corporation (the "Corporation"), PROFESSIONAL TRADERS FUND, LLC and PROFESSIONAL...Registration Rights Agreement • March 21st, 2006 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • New York
NUMA CORPORATION MANUFACTURES REPRESENTATIVE AGREEMENTManufacturing Agreement • October 12th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Florida
THIS AGREEMENT made this 16t" day of January 2001 by and between NUMA CORPORATION, a corporation incorporated under the laws of the State of Florida, having its principle office at 2290 C.R. 427N, Unit 136, Longwood, Florida 32750, hereinafter referred to as Manufacture and Cal-Bay Controls, a corporation under the laws of the State of California, having it principle office at 1582 Parkway Loop Suite G, Tustin California 92780hereinafter referred to as Representative as follows.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 24th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of December 22 2003, by and between Cal-Bay International, Inc., a corporation organized under the laws of State of Nevada, with its principal executive office at with its principal executive office at 1582 Parkway Loop, Suite G, Tustin, CA 92780 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Investor”).
CONSULTANT COMPENSATION AGREEMENTConsultant Compensation Agreement • September 3rd, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Nevada
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 29th day of August, 2003, among Cal-Bay International, Inc., a Nevada corporation ("Cal-Bay"); and Cletha A. Walstrand (“Consultant”).
ContractAsset Purchase Agreement • September 14th, 2007 • Cal-Bay International Inc • Wholesale-professional & commercial equipment & supplies • Georgia
ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into this 11th day of September 2007, by and between LENOX CORP, LTD, a Georgia corporation ("Purchaser") and CAL-BAY INTERNATIONAL, INC, a Nevada corporation ("Seller"). RECITALS A. Seller is in the business of developing, marketing, managing, selling and distributing Real Estate (the "Business"). Seller desires to sell to Purchaser all of Seller's assets used in or relating to the Business. B. All of the assets Seller uses in or which relate to the Business consist of the following, which shall hereinafter collectively be designated the "Assets": (i) Accounts Receivable. all accounts receivable of Seller as of September 11, 2007, identified in and that will be the subject of the Bill of Sale. (ii) Inventory. the items of inventory identified in and that will be the subject of the Bill of Sale. (iii) Tangible Personal Property. the items of
CONSULTING AGREEMENTConsulting Agreement • January 9th, 2003 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks
THIS CONSULTING AGREEMENT is entered into between Cal Bay International, Inc., a Nevada Corporation (the "Company"), and Dante Panella, (the "Consultant"), effective this 7th day of January, 2003.
NUMA CORPORATION MANUFACTURES REPRESENTATIVE AGREEMENTManufactures Representative Agreement • November 13th, 2001 • Cal Bay International Inc • Phonograph records & prerecorded audio tapes & disks • Florida
THIS AGREEMENT made this 16t" day of January 2001 by and between NUMA CORPORATION, a corporation incorporated under the laws of the State of Florida, having its principle office at 2290 C.R. 427N, Unit 136, Longwood, Florida 32750, hereinafter referred to as Manufacture and Cal-Bay Controls, a corporation under the laws of the State of California, having it principle office at 1582 Parkway Loop Suite G, Tustin California 92780hereinafter referred to as Representative as follows.
