EXHIBIT 2.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of the 21st day of June, 2007 by and among Captech Financial Group, Inc., a Florida corporation (the "Company"), John Raby, an individual having an address at...Stock Purchase Agreement • June 22nd, 2007 • Captech Financial Group, Inc • Services-business services, nec • Florida
EXHIBIT 10.1 SHARE PURCHASE AGREEMENT EXHIBIT 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of March 16, 2007, among John Raby (the "Seller"), Captech Financial Group, Inc. (the "Company" or "CTFG"), and...Share Purchase Agreement • March 22nd, 2007 • Captech Financial Group, Inc • Services-business services, nec • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 3rd, 2007 • Captech Financial Group, Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2007, by and among Captech Financial Group, Inc., a Florida corporation, and all predecessors thereto (collectively, the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2007 • Captech Financial Group, Inc • Services-business services, nec • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of August 1, 2007, by and among Captech Financial Group, Inc., a Florida corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
ANDMerger Agreement • June 22nd, 2007 • Captech Financial Group, Inc • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • Boo Koo Holdings, Inc • Bottled & canned soft drinks & carbonated waters • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of April 3, 2008, by and between Boo Koo Holdings, Inc, a Delaware corporation (the "Company"), and Holigan Racing, L.P., a Texas limited partnership (the "Investor").
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 21, 2007 BY AND AMONG BOO KOO BEVERAGES INC., CAPTECH ACQUISITION CORP., AND CAPTECH FINANCIAL GROUP, INC.Merger Agreement • August 3rd, 2007 • Captech Financial Group, Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 21, 2007 (this “Agreement”), by and among Captech Financial Group, Inc., a Florida corporation (“CFG”), Captech Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of CFG (“Merger Sub”), and Boo Koo Beverages, Inc., a Texas corporation (“BBI”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 3rd, 2007 • Captech Financial Group, Inc • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 21st day of June, 2007 by and among Captech Financial Group, Inc., a Florida corporation (the “Company”), John Raby, an individual having an address at 2261 Dailey Street, Superior, Colorado 80027 (the “Stockholder”), and Boo Koo Beverages, Inc., a Texas corporation (“BBI”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 19th, 2007 • Boo Koo Holdings, Inc • Bottled & canned soft drinks & carbonated waters
THIS AGREEMENT AND PLAN OF MERGER, dated November 16, 2007 (the "Agreement"), is between BOO KOO HOLDINGS, INC., a Florida corporation ("Boo Koo Florida"), and BKHI ACQUISITION CORP. ("Boo Koo Delaware") and a wholly-owned subsidiary of Boo Koo Florida. Boo Koo Florida and Boo Koo Delaware are sometimes hereinafter collectively referred to as the "Constituent Corporations."
ContractSenior Secured Convertible Promissory Note • April 15th, 2008 • Boo Koo Holdings, Inc • Bottled & canned soft drinks & carbonated waters • Texas
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
Warrant Number: __Warrant Agreement • July 3rd, 2008 • Boo Koo Holdings, Inc • Bottled & canned soft drinks & carbonated waters • Texas
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
EXHIBIT 10.1 VSTORE TERMS OF AGREEMENT This agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the VSTORE Virtual Storefront Network. As used in this Agreement: * "VSTORE," "we," "us," and "our"...Vstore Terms of Agreement • October 30th, 2002 • E Travel Store Network Inc
5,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 5, 2006 by and among BOO KOO BEVERAGES, INC., as Borrower, ORIX VENTURE FINANCE LLC, as Agent, and ORIX FINANCE CORP., as LenderCredit Agreement • August 3rd, 2007 • Captech Financial Group, Inc • Services-business services, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of July 5, 2006, by and among Boo Koo Beverages, Inc., a Texas corporation (“Borrower”), ORIX Venture Finance LLC, a Delaware limited liability company, as agent (in such capacity, “Agent”) for ORIX Finance Corp. (“ORIX”), a Delaware corporation, as a lender, and each other financial institution from time to time party to this Agreement as a lender (collectively, the “Lenders” and, individually, a “Lender).
