Exhibit 99.1 ALLMARINE CONSULTANTS CORPORATION WARRANT AGREEMENT -----------------Warrant Agreement • December 20th, 2005 • Allmarine Consultants CORP • Texas
W I T N E S S E T H: - - - - - - - - - -Marketing Agreement • March 2nd, 2006 • Allmarine Consultants CORP • Water transportation • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2007 • Allmarine Consultants CORP • Water transportation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August __, 2007, by and among Allmarine Consultants Corporation, a Nevada corporation (the “Company”) and each purchaser (each a “Purchaser” and collectively, the “Purchasers”), of securities of the Company pursuant to a Subscription Agreement (as defined below).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2007 • Allmarine Consultants CORP • Water transportation • Texas
This First Amendment to Stock Purchase Agreement (the “Agreement”) dated as of the ___th day of August, 2007, to be effective as of June 15, 2007 (the “Effective Date”) is made and entered into by and between MASTODON VENTURES, INC., a Texas corporation with offices at 600 Congress Ave., Suite 1220, Austin, TX 78701 (“Purchaser”) and ALLMARINE CONSULTANTS CORPORATION, a Nevada corporation with offices at 8601 RR 2222, Bldg. 1, Suite 210, Austin, Texas 78730 (“Seller”).
SECURITY AGREEMENTSecurity Agreement • March 10th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
THIS SECURITY AGREEMENT (the “Security Agreement”) is dated as of March 5, 2008 by and among BAXL Technologies, Inc., a Delaware corporation (the “Debtor” or the “Company”) and the persons listed on Schedule I annexed hereto (the “Secured Parties”).
AGREEMENT AND PLAN OF MERGER As of May 25, 2007 by and among ALLMARINE CONSULTANTS CORPORATION and ALLMARINE ACQUISITION CORPORATION and BAXL TECHNOLOGIES, INC.Merger Agreement • May 29th, 2007 • Allmarine Consultants CORP • Water transportation • New York
This Agreement and Plan of Merger (the "Agreement") is entered into as of May 25, 2007, by and among ALLMARINE CONSULTANTS CORPORATION, a Nevada corporation ("Pubco"), ALLMARINE ACQUISITION CORPORATION, a Delaware corporation, and a wholly-owned subsidiary of Pubco ("AAC”), and BAXL TECHNOLOGIES, INC., a Delaware corporation ("BAXL").
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 26th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
This Intercreditor and Subordination Agreement effective as of the 4th day of June, 2008, (this “Subordination Agreement”) is entered into by and among BAXL Technologies, Inc., a Delaware corporation (“Debtor”), Edward H. Arnold (the “Existing Secured Party”), a holder of certain of the Debtor’s 9% Senior Secured Convertible Promissory Notes (the “Notes”) and Lightwaves Systems, Inc. (the “New Secured Party”) and a holder of certain of the Notes. The Existing Secured Party and the New Secured Party are herein individually referred to as a “Secured Party” and collectively referred to as the “Secured Parties.”
BAXL TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENT As of March 5, 2008Securities Purchase Agreement • March 10th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of this 5th day of March, 2008 (this “Agreement”), between BAXL Technologies, Inc., a Delaware corporation (the “Company”), and each of the persons set forth on Schedule 1 annexed hereto (each, a “Purchaser” and collectively, the “Purchasers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 23rd, 2007 • Allmarine Consultants CORP • Water transportation • Texas
This Stock Purchase Agreement (the “Agreement”) dated as of the 17th day of April, 2007, is made and entered into by and between MASTODON VENTURES, INC., a Texas corporation with offices at 600 Congress Ave., Suite 1220, Austin, TX 78701 (“Purchaser”) and ALLMARINE CONSULTANTS CORPORATION, a Nevada corporation with offices at 8601 RR 2222, Bldg. 1, Suite 210, Austin, Texas 78730 (“Seller”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2007 • Allmarine Consultants CORP • Water transportation • Texas
This First Amendment to Stock Purchase Agreement (the “Agreement”) dated as of the ____th day of August, 2007, to be effective as of June 15, 2007 (the “Effective Date”) is made and entered into by and between MV EQUITY PARTNERS, INC., a Texas corporation with offices at 600 Congress Ave., Suite 1220, Austin, TX 78701 (“Purchaser”) and the individuals identified on Schedule A hereto (each a “Seller” and collectively, the “Sellers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 23rd, 2007 • Allmarine Consultants CORP • Water transportation • Texas
This Stock Purchase Agreement (the “Agreement”) dated as of the 17th day of April, 2007, is made and entered into by and between MV EQUITY PARTNERS, INC., a Texas corporation with offices at 600 Congress Ave., Suite 1220, Austin, TX 78701 (“Purchaser”) and the individuals identified on Schedule A hereto (each a “Seller” and collectively, the “Sellers”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • March 10th, 2008 • BAXL Holdings, Inc. • Communications equipment, nec • New York
This Intercreditor and Subordination Agreement effective as of the 5th day of March, 2008, (this “Subordination Agreement”) is entered into among BAXL Technologies, Inc., a Delaware corporation (“Debtor”), and (i) each entity identified on the signature pages hereof which is a holder of the Debtor’s 10% Amended and Restated Senior Bridge Notes (each, in such capacity, an “Existing Secured Party”, and collectively, the “Existing Secured Parties”), and (ii) each entity identified on the signature pages hereof which is a holder of the Company’s 9% Senior Secured Convertible Promissory Notes (each, in such capacity, a “New Secured Party”, and collectively, the “New Secured Parties”). The Existing Secured Parties and the New Secured Parties are herein individually referred to as a “Secured Party” and collectively referred to as the “Secured Parties.”
