REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2009, between Celsia Technologies, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CELSIA TECHNOLOGIES, INC.Security Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celsia Technologies, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CEDAR MOUNTAIN DISTRIBUTORS, INC. 1065 West 1150 South Provo, UT 84601 May 12, 2005Escrow Agreement • May 16th, 2005 • Cedar Mountain Distributors Inc • Wholesale-groceries & related products
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 11, 2005, is made by and among iCurie, Inc., a Nevada corporation (the "COMPANY"), the Offering Purchasers, Placement Agents and the...Registration Rights Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • New York
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2010Convertible Security Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Celsia Technologies, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1395 Brickell Avenue, Suite 800, Miami, Florida, 33131, designated as its Original Issue Discount Senior Secured Convertible Debenture due December 31, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
WITNESSETH:Securities Purchase Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • Nevada
COMMON STOCK PURCHASE WARRANT CELSIA TECHNOLOGIES, INC.Securities Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celsia Technologies, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 2.3 PREFERRED STOCK PURCHASE AGREEMENT This PREFERRED STOCK PURCHASE AGREEMENT (together with the schedules and exhibits hereto, this "Agreement"), dated as of July 11, 2005, is made by and among iCurie, Inc., a Nevada corporation (the...Preferred Stock Purchase Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2007 among Celsia Technologies, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
This SECURITY AGREEMENT, dated as of January 28, 2009 (this “Agreement”), is among Celsia Technologies, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Original Issue Discount Convertible Debentures due December 2010, in the original aggregate principal amount of approximately $1,710,526 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
EXHIBIT 10.11 INDEMNIFICATION AGREEMENT OF JEONG-HYUN LEE, PH.D. This Indemnification Agreement (this "AGREEMENT") is made as of July 11, 2005 by Jeong-Hyun Lee, Ph.D., an individual residing in the Republic of Korea ("DR. LEE") to iCurie, Inc., a...Indemnification Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec
and JEONG HYUN LEEService Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • England
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
SUBSIDIARY GUARANTEE, dated as of January 28, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Celsia Technologies, Inc., a Nevada corporation (the “Company”) and the Purchasers.
ICURIE, INC. 2005 STOCK INCENTIVE PLANRestricted Stock Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2009 among Celsia Technologies, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 25, 2007, among Celsia Technologies, Inc., a Nevada corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
RECITALS:Lock-Up/Leak-Out Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec
ARTICLE II REPRESENTATIONS AND WARRANTIESAgreement and Plan of Exchange • February 22nd, 2002 • Cedar Mountain Distributors Inc • Wholesale-groceries & related products • Nevada
ICURIE, INC.Common Stock Warrant Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • New York
SECTION I DEFINITIONSShare Exchange Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • New York
May 20, 2005 Mr. Hakan Wretsell Chief Executive Officer iCurie Labs Holdings, Ltd. 12 Plumtree Court London EC4A 4HT United Kingdom PLACEMENT AGENT AGREEMENT EXTENSION Dear Mr. Wretsell: As you know, iCurie Labs Holdings, Ltd. (the "Company"), Indigo...Placement Agent Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec
As you know, iCurie Labs Holdings, Ltd. (the "Company"), Indigo Securities, LLC ("Indigo") and Axiom Capital Management Inc. ("Axiom" and, severally with Indigo, the "Placement Agent") are parities to a Placement Agent Agreement dated as of March 17, 2005 (the "PAA"). All capitalized terms not defined herein have the meaning ascribed to them in the PAA.
WITNESSETH:Note Cancellation Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec
CONSENT, WAIVER AND AMENDMENTConsent, Waiver and Amendment • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
THIS CONSENT, WAIVER AND AMENDMENT (this “Agreement”), dated as of January 28, 2009, is entered into by and among Celsia Technologies, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Existing Purchase Agreement (as defined below).
ICURIE, INC.Common Stock Warrant Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec • New York
AGREEMENT AND STATEMENT OF WORK August 21, 2007Management Services Agreement • December 7th, 2007 • Celsia Technologies, Inc. • Electronic components, nec
Core partners will work with existing Celsia employees to provide advice, plans, and executional management of those plans. They will travel, as required to appropriate and required.
RECITALS:Share Transfer Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec
HANSEN GRAY & COMPANY, INC REVENUE SHARE AGREEMENTRevenue Share Agreement • October 6th, 2005 • iCURIE, INC. • Electronic components, nec
AMENDMENT TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 1st, 2007 • Celsia Technologies, Inc. • Electronic components, nec
THIS AMENDMENT TO PLACEMENT AGENT AGREEMENT (this “Amendment”) is made and entered into as of the 25th day of May, 2007, by and among Celsia Technologies, Inc., a Nevada corporation (the “Company”), Axiom Capital Management, Inc. (“Axiom”) and Indigo Securities, Inc. (“Indigo” and together with Axiom, the “Co-Placement Agents”).
COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • November 14th, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
THIS CERTIFIES that, for value received, AMF Capital, Inc. (“AMF” or “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. New York City Time on the date that is five years after the date hereof (the “Termination Date”), but not thereafter, to subscribe for and purchase from Celsia Technologies, Inc., a Nevada corporation, (the “Company”), 1,000,000 shares (such shares the “Warrant Shares”) of common stock, par value $0.001, of the Company (“Common Stock”), at an exercise price of $.88 per share (the “Exercise Price”). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued pursuant to that certain Settlement Agreement and Release dated as of July 18, 2007 by and between the Company and AMF.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • May 7th, 2007 • Celsia Technologies, Inc. • Electronic components, nec • New York
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of February, 2007, by and among Celsia Technologies, Inc., a Nevada corporation (the “Company”), Hakan Wretsell (“Wretsell”), Michael Karpheden (“Karpheden”), Axiom Capital Management, Inc. (the “Agent”) and each other person or entity listed as a Purchaser on Schedule 1 attached to this Agreement, as such Schedule I shall be revised from time to time (the “Purchasers”). Wretsell and Karpheden are sometimes collectively referred to herein as the “Executive Officers” and individually as an “Executive Officer.”
DATED JANUARY 21, 2009 TRUST AGREEMENT Among CELSIA TECHNOLOGIES, INC. CELSIA TECHNOLOGIES TAIWAN, INC. and CHINATRUST COMMERCIAL BANK, LTD., as TrusteeTrust Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec
WHEREAS, the Settlors desire to engage the Trustee to hold the title and interest in the Trust Assets for the Beneficiaries to secure Celsia USA’s performance of the Contractual Obligations pursuant to this Agreement during the Trust Period; and
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • February 12th, 2009 • Celsia Technologies, Inc. • Electronic components, nec • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of January 28, 2009, by and between the holders of the Celsia Technologies, Inc. 8% Secured Convertible Debentures due December 31, 2010 (the “Existing Creditors”) and the New Creditors (as defined below), (the Existing Creditors and the New Creditors are collectively referred to as the “Creditors”).
AGREEMENTService Agreement • November 1st, 2006 • iCURIE, INC. • Electronic components, nec
THIS AGREEMENT is made and entered into this 18th day of August, 2006, by and between Celsia Technologies Korea Inc., a corporation organized under the laws of the Republic of Korea having its registered office at #1101 Ace Techno Tower 8 cha, 191-7 Guro-dong, Guro-gu, Seoul, (“Celsia Korea”), Celsia Technologies UK Limited, a corporation organized under the laws of the United Kingdom (“Celsia UK”), and iCurie, Inc., a corporation organized under the laws of Nevada, US (“Celsia US”) (Celsia Korea, Celsia UK and Celsia US shall be collective referred to as the "Company"); and Dr. Jeong Hyun Lee, a Korean citizen who has provided service to the Company and whose address is 475-1 Gwachundong, Gwachun Shi (hereinafter "Dr. Lee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2006 • iCURIE, INC. • Electronic components, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2005, is made by and among iCurie, Inc., a Nevada corporation (the “Company”), the Purchasers and Placement Agents (each as defined below).
SECURITY AGREEMENTSecurity Agreement • May 7th, 2007 • Celsia Technologies, Inc. • Electronic components, nec
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of February, 2007, by and among Celsia Technologies, Inc., a Nevada corporation (the “Company”), Celsia Technologies UK Limited, a company formed under the laws of England and Wales (“Celsia UK”), Axiom Capital Management, Inc. (the “Agent”) and each other person or entity listed as a Secured Party on Schedule 1 attached to this Agreement, as such Schedule I shall be revised from time to time (the “Purchasers” and together with the Agent the “Secured Party”).
