Odimo INC Sample Contracts
EXHIBIT A --------- AGREEMENT OF JOINT FILING ------------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement...Joint Filing Agreement • February 24th, 2005 • Odimo INC • Retail-jewelry stores
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
Standard Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2005 • Odimo INC • Retail-jewelry stores • New York
EXHIBIT B --------- LOCK-UP AGREEMENT OF SOFTBANK CAPITAL PARTNERS LP ------------------------------------------------- December 28, 2004 CIBC World Markets Corp. As Representative of the several Underwriters c/o CIBC World Markets Corp. CIBC World...Lock-Up Agreement • February 24th, 2005 • Odimo INC • Retail-jewelry stores
CIBC World Markets Corp. As Representative of the several Underwriters c/o CIBC World Markets Corp. CIBC World Markets Tower World Financial Center 200 Liberty Street New York, New York 10281
RECITALSIntellectual Property Security Agreement • October 5th, 2004 • Odimo INC • Retail-jewelry stores
BETWEEN MDR FITNESS CORPORATION AS LANDLORD AND DIAMONDDEPOT.COM, INC. AS TENANTLease Agreement • July 16th, 2004 • Odimo INC
UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2005 • Odimo INC • Retail-jewelry stores • New York
EXHIBIT 10.5.10 EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2004 • Odimo INC • Retail-jewelry stores • Florida
RECITALSIndemnification Agreement • January 27th, 2005 • Odimo INC • Retail-jewelry stores • Delaware
Odimo IncorporatedStock Transfer Agreement • January 27th, 2005 • Odimo INC • Retail-jewelry stores
This Certificate that ______________________________________ is hereby issued __________________________________________ fully paid and non-assessable Shares of the Capital Stock of the above named Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.
EXHIBIT 10.8.4 UNCONDITIONAL GUARANTY (Softbank Capital) In consideration of SILICON VALLEY BANK'S ("Bank") loan to ODIMO INCORPORATED, ASHFORD.COM, INC., and D.I.A. MARKETING, INC. (individually and collectively, "Borrower"), under a Loan and...Unconditional Guaranty • September 1st, 2004 • Odimo INC • Retail-jewelry stores • Georgia
BACKGROUNDSecurity Agreement • July 16th, 2004 • Odimo INC • Pennsylvania
EXHIBIT 4.2.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 30, 2004Registration Rights Agreement • July 16th, 2004 • Odimo INC • New York
Exhibit 10.14 SECOND AMENDED AND RESTATED REVOLVING PROMISSORY NOTERevolving Promissory Note • January 10th, 2005 • Odimo INC • Retail-jewelry stores • Georgia
3. If Tenant's possession of the Premises commences on any day other than the first day of the month, Tenant shall occupy the Premises under the terms of this Lease and the pro rata portion of the Rent shall be paid by Tenant; provided, however, that...Commercial Lease • September 1st, 2004 • Odimo INC • Retail-jewelry stores • Florida
RECITALSInvestors' Rights Agreement • July 16th, 2004 • Odimo INC • New York
SECTION THREE LEASE TERMLease Amendment and Extension Agreement • July 16th, 2004 • Odimo INC • Florida
EXHIBIT 10.5.4 EMPLOYMENT CONTRACTEmployment Contract • July 16th, 2004 • Odimo INC • Florida
EXHIBIT 10.5.3 EMPLOYMENT CONTRACTEmployment Contract • July 16th, 2004 • Odimo INC • Florida
SEPARATION AGREEMENTSeparation Agreement • January 18th, 2007 • Odimo INC • Retail-jewelry stores • Florida
Odimo Incorporated, a Delaware corporation (“Company”) and George Grous (“Executive”) hereby enter into this Separation Agreement (“Separation Agreement”) agreeing as follows:
Sales Agreement (2010)Sales Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores
This Sales Agreement (the “Agreement”) is entered into by and between the above parties pursuant to the Contract Law of the People’s Republic of China.
Exhibit 10.13 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement is entered into as of January 7, 2005, by and between ODIMO INCORPORATED., a corporation organized and in good standing in the State of Delaware ("Company"),...Loan Modification Agreement • January 10th, 2005 • Odimo INC • Retail-jewelry stores
3,125,000 Shares ODIMO INCORPORATED Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2005 • Odimo INC • Retail-jewelry stores • New York
Odimo Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 3,125,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase on one occasion up to an additional 468,750 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
RECITALSSupply Agreement • July 16th, 2004 • Odimo INC • New York
SHARE EXCHANGE AGREEMENT by and among Standard Crushed Stone Industry Limited (“SCSI”), a Cayman Islands company and Republic Rock United Industry Limited, a British Virgin Islands company and sole shareholder of SCSI, on the one hand; and Odimo...Share Exchange Agreement • November 1st, 2010 • Odimo INC • Retail-jewelry stores • Delaware
This Share Exchange Agreement, dated as of October 29, 2010 (this “Agreement”), is made and entered into by and among Standard Crushed Stone Industry Limited, an exempted company incorporated in the Cayman Islands (“SCSI”), and Republic Rock United Industry Limited, a British Virgin Islands company and the sole shareholder of SCSI (the “SCSI Shareholder”)Shareholder, on the one hand; and Odimo Incorporated, a Delaware corporation (“Odimo”), and Elao, LLC, a Florida limited liability company and substantial shareholder of Odimo (the “Odimo Stockholder”), on the other hand.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated November 10, 2010, and is entered into in Yun County, Hubei Province, People’s Republic of China (“PRC” or “China”) by and among Great Mountain Information Consulting Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Hubei Jinlong Cement Co., Ltd. (“Jinlong”). Jinlong is made a party to this Agreement for the purpose of acknowledging the Agreement.
MODIFICATION AND SETTLEMENT AGREEMENTModification and Settlement Agreement • November 14th, 2006 • Odimo INC • Retail-jewelry stores
WHEREAS, IBB and Odimo desire to avoid litigation, and seek to resolve all matters in controversy, disputes, and causes of action between the Parties in dealing with the original Commercial Lease Agreement (hereinafter referred to as the “Lease”) dated and effective as of January 1, 2006.
TERMINATION AGREEMENTTermination Agreement • January 18th, 2007 • Odimo INC • Retail-jewelry stores • Florida
Odimo Incorporated, a Delaware corporation (“Company”) and Amerisa Kornblum (“Executive”) hereby enter into this Termination Agreement (“Termination Agreement”) agreeing as follows:
RECITALSAmendment and Reaffirmation of Guaranty • January 10th, 2005 • Odimo INC • Retail-jewelry stores
OPTION AGREEMENTOption Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores
This Option Agreement (this “Agreement”) is dated November 10, 2010, and is entered into in Yun County, Hubei Province, People’s Republic of China (“PRC” or “China”) by and among Great Mountain Information Consulting Co., Ltd. (“Party A”); Hubei Jinlong Cement Co., Ltd. (“Party B”); and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders” or “Party C”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO EMPLOYMENT CONTRACTEmployment Contract • May 12th, 2006 • Odimo INC • Retail-jewelry stores
THIS AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT (“Amendment”) is made and entered into as of May 11, 2006, by and among Odimo Incorporated, a Delaware corporation (“Odimo”) and Jeffrey Kornblum (“Employee”).
Sales AgreementSales Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores
This Sales Agreement (the “Agreement”) is entered into by and between the above parties pursuant to the Contract Law of the People’s Republic of China.
BACKGROUNDLicensing Agreements • July 16th, 2004 • Odimo INC • Pennsylvania
Sales Agreement (2010)Sales Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores
This Sales Agreement (the “Agreement”) is entered into by and between the above parties pursuant to the Contract Law of the People’s Republic of China.
EXHIBIT 10.3.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE...Subordinated Secured Promissory Note • July 16th, 2004 • Odimo INC • Pennsylvania
TERMINATION AGREEMENTTermination Agreement • March 31st, 2006 • Odimo INC • Retail-jewelry stores • New York
THIS TERMINATION AGREEMENT (the “Agreement”) is entered into this 29th day of March 2006 by and between Odimo Incorporated, a Delaware corporation (the “Company”), and SDG Marketing, Inc., a British Virgin Island corporation (“SDG”).
