AGREEMENT OF MERGER ANDMerger Agreement • October 18th, 2006 • Odyne Corp • Services-management consulting services • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on October 17, 2006, by and among TECHNOLOGY INTEGRATION GROUP, INC. a Delaware corporation (“Parent”), PHEV ACQUISITION CORP., a New York corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and ODYNE CORPORATION, a New York corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2006 • Odyne Corp • Services-management consulting services • New York
AGREEMENT, dated as of September 1, 2006, between ODYNE CORPORATION, a New York corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive").
MANUFACTURER’S AGREEMENTManufacturer's Agreement • October 23rd, 2006 • Odyne Corp • Services-management consulting services • New York
THIS AGREEMENT (the “Agreement”) made as of this 20th day of July, 2005, by and between the TOWN OF NORTH HEMPSTEAD (the “Town”), a municipal corporation duly organized and validly existing under the laws of the State of New York (the “State”), with its principal office located at 220 Plandome Road, Manhasset, New York 11030, and ODYNE CORPORATION (the “Manufacturer”), a business corporation duly organized and validly existing under the laws of the State, with its offices located at 89 Cabot Court, Suite L, Hauppauge, New York 11788 (the Town and the Manufacturer are hereinafter referred to, together, as the “Parties”, and individually as a “Party”).
AGREEMENTLegal Services Agreement • December 30th, 2005 • Technology Integration Group, Inc.
AGREEMENT dated this 13 day of December 2005, by and between Technology Integration Group, Inc. (hereinafter “FSI”), a Delaware Corporation, with offices located at 85 Livingston Avenue, Suite 3, Roseland, New Jersey 07068, Cosimo J. Patti, President of FSI and Gary B. Wolff, P.C., counsel to FSI, with offices located at 805 Third Avenue, New York, New York.
AGREEMENTConflict of Interest Agreement • December 30th, 2005 • Technology Integration Group, Inc.
AGREEMENT dated this 13 day of December 2005, by and between Technology Integration Group, Inc. (hereinafter “FSI”), a Delaware Corporation, with offices located at, 85 Livingston Avenue, Suite 3, Roseland, NJ 07068 and Cosimo J. Patti, President of FSI.
SECURITY AGREEMENTSecurity Agreement • October 30th, 2007 • Odyne Corp • Motor vehicle parts & accessories
THIS SECURITY AGREEMENT (the “Agreement”) is made as of _________, 2007 by and between Odyne Corporation (“Odyne Delaware”) ), a Delaware corporation having its chief executive office located at 89 Cabot Drive, Suite L, Hauppauge, New York 11788, Odyne Corporation, a New York corporation and wholly owned subsidiary of Odyne Delaware, having its chief executive office located at 89 Cabot Drive, Suite L, Hauppauge, New York 11788 (“Odyne New York”)(Odyne Delaware and Odyne New York are hereinafter collectively referred to as the “Debtor”), the subscribers listed on Schedule A and the signature page hereto (collectively, the “Subscribers”) and ______________ (the “Secured Party”), as collateral agent for the Subscribers who are holders of certain 10% Senior Secured Convertible Debentures of the Debtor (the “Debentures”) and any subsequent holder(s) of the Debentures assigned in accordance with terms of the Debentures. Capitalized terms used and not otherwise defined herein shall have the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2007 • Odyne Corp • Motor vehicle parts & accessories • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of__________, 2007 (this “Agreement”), is made by and between ODYNE CORPORATION, a Delaware corporation, with headquarters located at 89 Cabot Drive, Suite L, Hauppauge, New York 11788 (the “Company”), and each entity or individual listed on the signature page hereto (each, an “Investor”).
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTProprietary Information and Inventions Agreement • October 23rd, 2006 • Odyne Corp • Services-management consulting services • New York
This Proprietary Information and Inventions Agreement (this “Agreement”) is entered into as of this ___ day of September, 2006 by and between Odyne Corporation (the “Company”) and _______________ (“Employee”).
ContractDebenture Agreement • October 30th, 2007 • Odyne Corp • Motor vehicle parts & accessories • New York
THIS DEBENTURE AND ANY SHARES ACQUIRED UPON THE CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2007 • Odyne Corp • Motor vehicle parts & accessories • New York
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Odyne Corporation (“Odyne” or the “Company”). Matrix USA LLC (the “Placement Agent”) shall serve as the placement agent of Odyne in conducting an offering (the “Offering”) of units (“Units”), each Unit consisting of (i) a 10% Senior Secured Convertible Debenture (“Debenture”), which shall be secured by a first priority lien on Odyne’s assets, and which are convertible into shares of Odyne’s common stock (“Common Stock”), and (ii) a detachable, three-year warrant to purchase shares of Common Stock (“Warrant”) equal to 100% of the principal amount of the Debenture divided by the exercise price of the Warrant, which is $0.75 per share. The purchase price per Unit is $100,000. The Offering is being conducted on a “best efforts - five (5) Units or none” basis with a maximum of thirty five (35) Units being offered. All funds received in the Offering prior to the First closing of the
AGREEMENTCompensation Deferral Agreement • December 30th, 2005 • Technology Integration Group, Inc.
AGREEMENT dated this 13 day of December 2005, by and between Technology Integration Group, Inc. (hereinafter “FSI”), a Delaware Corporation, with offices located at 85 Livingston Avenue, Suite 3, Roseland, NJ 07068 and Cosimo J. Patti, President of FSI.
ODYNE CORPORATIONSecurities Purchase Agreement • March 31st, 2008 • Odyne Corp • Motor vehicle parts & accessories • New York
Reference is made to the Securities Purchase Agreement, dated as of March __, 2008 (the “Purchase Agreement”), by and between Odyne Corporation, a Delaware corporation (the “Company”), and each of the several purchasers named in Exhibit A attached thereto (the “Purchasers”), pursuant to which the Company has agreed to issue and sell to the Purchasers an aggregate of up to 11,666,667 shares of Common Stock and warrants to purchase up to an equivalent number of shares of Common Stock. All capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement and the Warrants (as defined in the Purchase Agreement), respectively.
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2007 • Odyne Corp • Motor vehicle parts & accessories • New York
AGREEMENT, dated as of September 19, 2007, between ODYNE CORPORATION, a Delaware corporation (the “Company”), and ALAN TANNENBAUM (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2008 • Odyne Corp • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of March __, 2008, by and between Odyne Corporation, a Delaware corporation with its principal office at 89 Cabot Court, Suite L, Hauppauge, New York 11788, and all predecessors thereof (collectively, the "Company"), and each of the several purchasers named in Exhibit A attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
