Diamond One Inc Sample Contracts

EXHIBIT 2
Merger Agreement • March 20th, 2006 • Diamond One Inc • Retail-jewelry stores • Colorado
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INDEMNITY AGREEMENT
Indemnity Agreement • May 31st, 2007 • Puredepth, Inc. • Electronic components, nec • Delaware

This Indemnity Agreement, dated as of July 11, 2006, is made by and between PureDepth, Inc., a Delaware corporation (the “Company”), and _________________________ (the “Indemnitee”).

AMENDMENT NO. 2 TO CONVERTIBLE NOTE PURCHASE AGREEMENT AND SECURITY AGREEMENT
Convertible Note Purchase Agreement and Security Agreement • August 15th, 2008 • Puredepth, Inc. • Electronic components, nec • California

This Amendment No. 2 to Convertible Note Purchase Agreement and Security Agreement is entered into as of August 12, 2008 (this “Amendment”), by and between PureDepth, Inc. (the “Company”) and K One W One Limited (the “Purchaser”).

Secondment Agreement
Secondment Agreement • April 15th, 2009 • Puredepth, Inc. • Electronic components, nec

The parties to this Agreement are Andy Wood (“Employee”) and PureDepth Incorporated Limited (a company duly incorporated in New Zealand), (“PureDepth NZ”).

PATENT AND TECHNOLOGY LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
Patent and Technology License and Technology Transfer Agreement • December 5th, 2007 • Puredepth, Inc. • Electronic components, nec • California

This Patent and Technology License and Technology Transfer Agreement (the “Agreement”) is entered into as of October 13th, 2006 (the “Effective Date”) by and between IGT, a Nevada corporation with principal offices at 9295 Prototype Drive, Reno, Nevada 89521 (“IGT”), and PureDepth Inc., a Delaware corporation with principal offices at 255 Shoreline Drive, Suite 610, Redwood City, California, 94065 (together with its subsidiaries, PureDepth Limited and PureDepth Incorporated Limited, collectively “PureDepth”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2008 • Puredepth, Inc. • Electronic components, nec • California

This Employment Agreement ("Agreement") is made effective as of August 27 2008 (“Effective Date”), by and between PureDepth Inc. (“Company”) and Andy Wood ("Employee”).

PureDepth, Inc. Amendment No. 1 to Employment Agreement Andy Wood
Employment Agreement • April 15th, 2009 • Puredepth, Inc. • Electronic components, nec

PureDepth, Inc. (the “Company”) and Andy Wood (“Employee”) are entering into this Amendment No. 1 (the “Amendment”) to the Employment Agreement made effective as of August 27, 2008 (the “Initial Agreement”), this 20th of February, 2009.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 16th, 2006 • Puredepth, Inc. • Electronic components, nec • California

This Executive Employment Agreement (“Agreement”) is made effective as of November 10, 2006 (“Effective Date”), by and between PureDepth, Inc., a Delaware corporation (“Company”), and Fred Angelopoulos (“Executive”) to establish the terms and conditions of employment.

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 30th, 2008 • Puredepth, Inc. • Electronic components, nec • California

This Convertible Note Purchase Agreement, dated as of February 4, 2008 (this “Agreement”), is entered into by and among PureDepth, Inc., a Delaware corporation, with its headquarters located at 255 Shoreline Drive, Suite 610, Redwood City, CA, (the “Company”) and K One W One Limited, (the “Purchaser”).

PureDepth Incorporated Limited
Variation to Employment Agreement • June 11th, 2008 • Puredepth, Inc. • Electronic components, nec

The purpose of this letter is to record the terms of our agreement regarding your staged resignation as an employee of PureDepth Incorporated Limited ("PDIL").

AMENDMENT OF STOCK OPTION AGREEMENT
Stock Option Agreement • May 31st, 2007 • Puredepth, Inc. • Electronic components, nec • California

THIS AMENDMENT OF STOCK OPTION AGREEMENT is made by and between PureDepth, Inc., a Delaware corporation (the "Company"), and Fred Angelopoulos (the "Optionee").

CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Amendment No. 1 to the Patent and Technology License and Technology Transfer Agreement
Patent and Technology License and Technology Transfer Agreement • October 8th, 2008 • Puredepth, Inc. • Electronic components, nec

This Amendment No. 1 (“Amendment”) is by and between IGT, a Nevada corporation with principal offices at 9295 Prototype Drive, Reno, Nevada, 89521 (“IGT”) and PureDepth Inc., a Delaware corporation with principal offices at 230 Twin Dolphin Drive, Suite D, Redwood City, California, 94065 (together with its subsidiaries PureDepth Limited and PureDepth Incorporated Limited, collectively “PureDepth”) and amends the Patent and Technology License and Technology Transfer Agreement (the “Agreement”) between IGT and PureDepth. The effective date of this Amendment is the date on which the prepaid royalty of $10,000,000 described in item 9 below (referencing Section 4.01) is delivered by IGT to PureDepth.

K ONE W ONE LTD. WAIVER AGREEMENT PureDepth, Inc.
Waiver Agreement • August 8th, 2007 • Puredepth, Inc. • Electronic components, nec • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 30th, 2006 • Diamond One Inc • Retail-jewelry stores
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 30th, 2006 • Diamond One Inc • Retail-jewelry stores
SECURITY AGREEMENT
Security Agreement • April 30th, 2008 • Puredepth, Inc. • Electronic components, nec • California

THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as of February 4, 2008, between PureDepth, Inc., a Delaware corporation (the "Debtor"), and K One W One Limited (the "Purchaser"). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Note(s) (as defined below).

PureDepth, Inc. Amendment to Employment Agreement Jonathan J. McCaman
Employment Agreement • April 30th, 2008 • Puredepth, Inc. • Electronic components, nec

PureDepth, Inc. (“PureDepth” or “Company”) and Jonathan J. McCaman (“Employee”) have entered into this amendment (the “Amendment”) to the employment letter agreement, dated May 7, 2007 (the “Agreement”), this 29 of April, 2008 (the “Effective Date”).

LICENSE AGREEMENT
License Agreement • October 15th, 2007 • Puredepth, Inc. • Electronic components, nec • California

THIS LICENSE AGREEMENT (the “Agreement”) is made by and between PureDepth, Inc., a Delaware corporation, with its principal place of business at 255 Shoreline Drive, Suite 610, Redwood City, CA 94065 together with its subsidiaries (“PureDepth”) and Samsung Electronics Co., Ltd. represented by Samsung Digital Media Business, a Korean corporation, with its principal place of business at 416 Maetan 3-dong, Youngtong-gu, Suwon-si, Gyeonggi-do (“Samsung”). The effective date of this Agreement is the date last signed below by both parties (the “Effective Date”).

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • February 4th, 2009 • Puredepth, Inc. • Electronic components, nec

This Amendment No. 1 to Convertible Promissory Notes is entered into as of February 3, 2009 (this “Agreement”), by and between PureDepth, Inc. (the “Company”) and K One W One Limited (“K1W1”).

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PureDepth, Inc. Amendment No. 2 to Employment Agreement Andv Wood
Employment Agreement • March 5th, 2010 • Puredepth, Inc. • Electronic components, nec

PureDepth, Inc. (the "Company") and Andy Wood ("Employee") are entering into this Amendment No. 2 (the "Second Amendment") to the Employment Agreement made effective as of August 27, 2008 (the "Initial Agreement"), this 3rd of March 2010.

Contract
Warrant Agreement • May 30th, 2006 • Diamond One Inc • Retail-jewelry stores • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED BOTH WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND WITH ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH RE

Amendment No. 1 to the Patent and Technology License and Technology Transfer Agreement
Patent and Technology License and Technology Transfer Agreement • December 12th, 2008 • Puredepth, Inc. • Electronic components, nec

This Amendment No. 1 (“Amendment”) is by and between IGT, a Nevada corporation with principal offices at 9295 Prototype Drive, Reno, Nevada, 89521 (“IGT”) and PureDepth Inc., a Delaware corporation with principal offices at 230 Twin Dolphin Drive, Suite D, Redwood City, California, 94065 (together with its subsidiaries PureDepth Limited and PureDepth Incorporated Limited, collectively “PureDepth”) and amends the Patent and Technology License and Technology Transfer Agreement (the “Agreement”) between IGT and PureDepth. The effective date of this Amendment is the date on which the prepaid royalty of $10,000,000 described in item 9 below (referencing Section 4.01) is delivered by IGT to PureDepth.

PUREDEPTH, INC. AMENDMENT OF STOCK OPTION AGREEMENT
Stock Option Agreement • May 31st, 2007 • Puredepth, Inc. • Electronic components, nec • California

THIS AMENDMENT OF STOCK OPTION AGREEMENT is made by and between PureDepth„ Inc., a Delaware corporation (the "Company"), and David Hancock (the "Optionee").

FULL SERVICE OFFICE LEASE LEASE SUMMARY PROVISIONS
Full Service Office Lease • May 30th, 2008 • Puredepth, Inc. • Electronic components, nec

This Lease, dated for identification purposes May 14, 2008, is made by and between Landlord and Tenant, and incorporates the Lease Summary Provisions specified on page iii, Exhibit “A” (Site Plan), Exhibit “A-1” (Floor Plan), Exhibit “B” (Tenant Improvements), Exhibit “C” (Parking), Exhibit “D” (Rules and Regulations), [and the First Addednum], all of which are attached hereto.

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement • July 26th, 2007 • Puredepth, Inc. • Electronic components, nec
SUB-LEASE TERMINATION AGREEMENT AND RELEASE
Sub-Lease Termination Agreement • April 7th, 2009 • Puredepth, Inc. • Electronic components, nec • California

This Sub-Lease Termination Agreement and Release ("Agreement") is entered into as of February 19, 2009, by and between PureDepth, Inc., a Delaware corporation ("Sublessor”) and Precise Software Solutions, Inc., a Delaware corporation ("Sublessee”).

Amendment No. 1 to Exclusive Sales and Distribution License Between PureDepth, Inc. and SANYO Electric System Solutions Co., Ltd. April 24, 2008
Exclusive Sales and Distribution License • September 15th, 2008 • Puredepth, Inc. • Electronic components, nec

WHEREAS, the parties wish to amend the terms of the Exclusive Sales and Distribution License, including the schedules thereto (the “Agreement”) between PureDepth, Inc. (“PureDepth”) and SANYO Sales and Marketing Corporation and SANYO Electric System Solutions Co., Ltd. (Collectively, “Sanyo”) in order to establish a set date on the Term in lieu of connecting to an approval by the Japanese government;

July 23, 2007
Employment Agreement • August 29th, 2007 • Puredepth, Inc. • Electronic components, nec • California

PureDepth, Inc. is pleased to confirm the terms of your employment as provided in the offer letter of May 7, 2007. Please confirm your acceptance by execution of a counterpart copy of this letter agreement where indicated below.

AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • August 28th, 2009 • Puredepth, Inc. • Electronic components, nec

This Amendment No. 2 to Convertible Promissory Notes is entered into as of August 25, 2009 (this “Amendment”), by and between PureDepth, Inc. (the “Company”) and K One W One Limited (“K1W1”).

Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933.] AGREEMENT
Confidentiality Agreement • May 30th, 2006 • Diamond One Inc • Retail-jewelry stores • New York

This Agreement is entered into on this May 16, 2005 (the “Effective Date”), by and among DRS Electronic Systems, Inc. (hereinafter “DRS ESI”), a company with a principal business location at 200 Professional Drive, Gaithersburg, MD 20879, DRS Laurel Technologies (hereinafter “DRS LT”), a company with a principal business location at 246 Airport Road, Johnstown, PA 15904, and Pure Depth, Inc. (hereinafter “PureDepth”), a company with a principal business location at 303 Twin Dolphin Drive, 6th Floor, Suite 4, Redwood City, CA 94065. DRS ESI and DRS LT may hereafter be collectively referred to as “DRS,” and DRS and PureDepth may hereafter be referred to collectively as the “Parties” or individually as a “Party.”

September 14, 2007
Employment Agreement • September 19th, 2007 • Puredepth, Inc. • Electronic components, nec • California

PureDepth, Inc. (the “Company”) is pleased to extend you (hereinafter, “Employee”) the following offer of employment, on the terms set forth in this letter agreement (the “Agreement”), effective upon your acceptance by execution of a counterpart copy of this Agreement where indicated below (the “Effective Date”).

MASTER LICENSE AGREEMENT
Master License Agreement • May 30th, 2006 • Diamond One Inc • Retail-jewelry stores

The Licensor wishes to grant an exclusive license to the Licensee to use the Intellectual Property on the terms and conditions set out in this Agreement.

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