Jackson Rivers Co Sample Contracts

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ARTICLE I MERGER
Merger Agreement • December 7th, 2005 • Jackson Rivers Co • Services-computer programming, data processing, etc. • California
THE JACKSON RIVERS COMPANY CONVERTIBLE NOTE
Convertible Note • April 17th, 2006 • Jackson Rivers Co • Services-computer programming, data processing, etc.
RECITALS
Stock Purchase Agreement • September 7th, 2005 • Jackson Rivers Co • Services-computer programming, data processing, etc. • California
Contract
Warrant Agreement • January 11th, 2007 • Jackson Rivers Co • Communications services, nec • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 5, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION 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.

ARTICLE I
Merger Agreement • May 23rd, 2006 • Jackson Rivers Co • Communications services, nec • Texas
WITNESSETH:
Intellectual Property Security Agreement • April 6th, 2006 • Jackson Rivers Co • Services-computer programming, data processing, etc. • New York
I DEFINITIONS
Technology License Agreement • June 28th, 2004 • Jackson Rivers Co • Personal credit institutions • New York
CONVERTIBLE NOTE
Convertible Note • May 10th, 2007 • Jackson Rivers Co • Communications services, nec

THE JACKSON RIVERS COMPANY, (OTCBB:JKRI) a Florida corporation (the Company”), for value received hereby promises to pay to the order of VANTAGE POINT CONSULTING and or assignee (“Payee”), the Principal Amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), as per the Fee Agreement executed on November 12, 2005 and incorporated herein as Exhibit A, on or before the Due Date of this Note at the office of the Payee at 550 Greens Parkway, Suite 230, Houston, Texas 77067, with accrued interest payments & principal from the date of issuance of this Note at the rate of eight percent (8.0%) per annum due and payable on or before January 1, 2007 (the “Due Date”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 11th, 2007 • Jackson Rivers Co • Communications services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 5, 2007, by and among The Jackson Rivers Company, a Florida corporation, with headquarters located at 550 Greens Parkway, Suite 320, Houston, TX 77067 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

ESCROW AGREEMENT
Escrow Agreement • October 4th, 2001 • Jackson Rivers Co
SECURITY AGREEMENT
Security Agreement • January 11th, 2007 • Jackson Rivers Co • Communications services, nec • New York

SECURITY AGREEMENT (this “Agreement”), dated as of January 5, 2007, by and among The Jackson Rivers Group, a Florida corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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