SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2007 • RxElite, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 31, 2007, by and among RxElite, Inc., a Delaware corporation, with headquarters located at 1404 North Main, Suite 200, Meridian, Idaho 83642 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on July 13, 2007, by and among SOUTHRIDGE TECHNOLOGY GROUP, INC., a Delaware corporation (“Parent”), RXELITE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and RXELITE HOLDINGS INC., a Delaware corporation (the “Company”).
Southridge Technology Group, Inc. RxElite Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial InformationMerger Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services
On July 13, 2007, Southridge Technology Group, Inc., a Delaware corporation (“STG”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among STG, RxElite Holdings Inc., a privately held Delaware corporation (“RxElite”), and RxElite Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary of STG (“Acquisition Sub”). Upon closing of the merger transaction contemplated under the Merger Agreement (the “Merger”), Acquisition Sub was merged with and into RxElite, and RxElite, as the surviving corporation, became a wholly-owned subsidiary of STG.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Delaware
SECURITY AGREEMENTSecurity Agreement • December 31st, 2007 • RxElite, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT, dated as of December 31, 2007 (this "Agreement") made by RxElite, Inc., a Delaware corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company, the "Grantors"), in favor of Castlerigg Master Investments Ltd., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
PLEDGE AGREEMENTPledge Agreement • December 31st, 2007 • RxElite, Inc. • Pharmaceutical preparations • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of December 31, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of Castlerigg Master Investments Ltd., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2008 • RxElite, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 2007, by and among RxElite, Inc., a Delaware corporation, with headquarters located at 1404 North Main, Suite 200, Meridian, Idaho 83642 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is dated January 21, 2008 (the “Effective Date”) by and between FineTech, Inc, a wholly owned subsidiary of RxElite, Inc. (the “Company”) and Rick Schindewolf (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is dated January 4th, 2008 (the “Effective Date”) by and between RxElite, Inc., a Delaware corporation (“RxElite”) and Dr. Arie L. Gutman (“Executive”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of May 30, 2008 (this “Agreement”) by and among NPIL Pharma Inc., a Delaware corporation (together with any successor or assigns thereof or any subsequent holder of the Subordinated Obligations referred to below, the “Subordinated Lender”), RXELITE, INC., a Delaware corporation (the “Company”), each subsidiary of the Company listed on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors"; together with the Company and their respective successors and assigns (including any trustee or debtor-in-possession for or of any such Person), being collectively, the “Obligors” and each an “Obligor”), and CASTLERIGG MASTER INVESTMENTS LTD., a British Virgin Islands company, in its capacity as collateral agent (in such capacity, together with any successors or assigns, the “Senior Agent”) for the Senior Creditors under the Senior Transaction Documents (as such terms are defined below).
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
This First Amendment to Warrant Agreement (this “Amendment”) is entered into as of July [ _ ], 2007 by and between Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”) and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco, and its subsidiary, RxElite, are collectively referred to as “Seller”), and the Warrant Holder (as defined below). This Amendment amends that Warrant Agreement (the “Warrant”), dated as of January 19, 2007 by and among RxElite and the Warrant Holder (as defined therein). Capitalized terms not otherwise defined herein shall have the meanings given in the Warrant.
EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENTExclusive Distribution Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
This Exclusive Distribution Agreement (the "Agreement"), effective June 9, 2004 (the "Effective Date"), is between MINRAD, INC., a Delaware corporation with offices at 847 Main Street, Buffalo, New York 14203, USA ("Manufacturer") and RxElite Holdings Inc., a Delaware corporation with offices at 1404 N. Main, Suite 200, Meridian, Idaho 83642 ("Distributor").
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of July 13, 2007, by Southridge Technology Group, Inc., a Delaware corporation (“Assignor”), and STG Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
ASSETS PURCHASE AGREEMENT dated as of January 4th, 2008 by and between RxElite Israel LTD. and FINETECH LABORATORIES LTD.Asset Purchase Agreement • January 10th, 2008 • RxElite, Inc. • Pharmaceutical preparations
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of January 4th, 2008, by and between RxElite Israel Ltd., a limited liability company organized under the laws of the State of Israel (the “Purchaser”), a company fully owned by, RxElite Inc., a Delaware corporation, the sole shareholder of the Purchaser (“RxElite”), and FineTech Laboratories, Ltd., a limited liability company organized under the laws of the State of Israel (the “Seller” or “Finetech” or the “Company”), a company fully owned by Dr. Arie Gutman (“Gutman”).
ContractLoan and Security Agreement • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF MAY ___, 2008, AMONG NPIL PHARMA INC., RXELITE, INC. AND CASTLERIGG MASTER INVESTMENTS LTD.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2009, by and between Piramal Healthcare, Inc. (“Purchaser”), a Delaware corporation and a direct wholly-owned subsidiary of Piramal Healthcare Limited, an Indian public limited company, and RxElite, Inc., a Delaware corporation (“Seller”).
AGREEMENTCompensation Deferral Agreement • December 22nd, 2005 • Southridge Technology Group, Inc.
AGREEMENT dated this 18 day of November 2005, by and between Southridge Technology Group, Inc. (hereinafter “STG”), a Delaware Corporation, with offices located at 90 Grove Street, Ridgefield, CT 06877 and Joseph M. Garzi, President of STG.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 13, 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) International Capital Advisory Inc. (the “Buyer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of _____, 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) the investors listed on Exhibit A hereto (the “Buyers”).
FIRST AMENDED AND RESTATED CONVERSION AGREEMENT Between Holders of Series A Preferred Stock of RxElite Holdings Inc., on the One Hand, And RxElite Holdings Inc., on the Other HandConversion Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Idaho
This First Amended and Restated Conversion Agreement (“Agreement”) is dated as of April 26, 2007 and amends and restates that certain Conversion Agreement dated as of October 17, 2006 (the “Original Agreement”) between RxElite Holdings Inc. (the “Company”) and each of the persons who were holders (“Holders”) of Series A Preferred Stock of the Company, par value $0.01 per share (“Preferred Stock”) as at October 17, 2006;
AGREEMENTShareholder Agreement • February 10th, 2006 • Southridge Technology Group, Inc. • Services-computer programming services
AGREEMENT dated this 21st day of January 2006, by and between Southridge Technology Group, Inc. (hereinafter “STG”), a Delaware Corporation, with offices located at 90 Grove Street, Ridgefield, CT 06877 and Sunodia Partners LP, STG’s Principal Shareholder.
AMENDED AND RESTATED ADVISORY CONSULTING AGREEMENT Dated as of July 13, 2007Advisory Consulting Agreement • October 11th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services
This Amended and Restated Advisory Consulting Agreement (this “Agreement”) amends and restates the prior Advisory Consulting Agreement, dated as of September 18, 2006, by and between in its entirety RxElite (“RxElite” or the “Company”) and International Capital Advisory Inc. (“ICA”).
AGREEMENTLegal Services Agreement • December 22nd, 2005 • Southridge Technology Group, Inc.
AGREEMENT dated this 18 day of November 2005, by and between Southridge Technology Group, Inc. (hereinafter “STG”), a Delaware Corporation, with offices located at 90 Grove Street, Ridgefield, CT 06877, Joseph M. Garzi, President of STG and Gary B. Wolff, P.C., counsel to STG, with offices located at 805 Third Avenue, New York, New York.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
WHEREAS, this Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of July 13, 2007, by and among (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire through a wholly-owned subsidiary all of the issued and outstanding capital stock (the “Acquisition”) of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as the “Company”), (ii) RxElite and (iii) the Holders signatory hereto;
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
This First Amendment to Stock Purchase Agreement (this “Amendment”) is entered into as of July [ _ ], 2007 by and between Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”) and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco, and its subsidiary, RxElite, are collectively referred to as “Seller”), and the Buyers (as defined below). This Amendment amends that Stock Purchase Agreement (the “Agreement”), dated as of January 19, 2007 by and among RxElite and the persons and entities listed on Exhibit A thereto (each a “Buyer” and collectively, the “Buyers”). Capitalized terms not otherwise defined herein shall have the meanings given in the Agreement.
ContractSecured Promissory Note • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS SECURED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF MAY ___, 2008, AMONG NPIL PHARMA INC., RXELITE, INC. AND CASTLERIGG MASTER INVESTMENTS LTD.
AMENDMENT AND WAIVERAmendment and Waiver • June 5th, 2008 • RxElite, Inc. • Pharmaceutical preparations
This AMENDMENT AND WAIVER (this “Amendment”), dated as of May 30, 2008, is made by and between RxElite, Inc., a Delaware corporation (the “Company”), and Castlerigg Master Investments Ltd., a British Virgin Islands company (the “Holder” or “Castlerigg”). The Company and the Holder are, collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Senior Secured Convertible Note, issued by the Company to the Holder on December 31, 2007 in the principal amount of $10,500,000, as may have been previously amended (the “Note”), pursuant to that certain Securities Purchase Agreement dated as of December 31, 2007 by and between the Company and the Holder (the “Securities Purchase Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Idaho
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 19, 2007, by and between RxElite Holdings Inc. (“Seller”), and the investors listed on Exhibit A hereto (the “Buyers”).
Contract for Technology Support ServicesTechnology Support Services • May 9th, 2006 • Southridge Technology Group, Inc. • Services-computer programming services
Petals Decorative Accents, LLC hereby known as “the client” contracts for 20 retainer units of service per week, including reasonable expenses approved by the client, at an hourly rate of $65.00 per hour to be used between January 5th, 2004 and January 9th, 2005. Billing will be billed weekly in advance in the amount of $1,300 per week. This position will include work provided by a network administrator. In the event a higher level technician is required to do WAN work, project management or other related work not in this scope a different rate will apply. Other services are available as outlined in Attachment A at a different rate. This contract will run for 12 months for a total of $67,600. In the event the client terminates the contract prior to January 9th, 2005 for any reason the client will be responsible for the amount in full less the amount paid to date. Travel expense incurred due to travel outside a 30 mile radius from Danbury shall be billed appropriately.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July [__], 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) the investors listed on Exhibit A attached hereto (the “Buyers”).
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • Delaware
This Assignment, Assumption and Release Agreement (this “Agreement”) is made as of January 27, 2009, by and among RxElite, Inc., a Delaware corporation (“Assignor”), RxElite Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Assignor (“Assignee”), and Piramal Healthcare Inc. (“Lender”).
RxELITE, INC. 2007 INCENTIVE STOCK PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 14th, 2008 • RxElite, Inc. • Pharmaceutical preparations • Idaho
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.
PARTNERSHIP AGREEMENTPartnership Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Delaware
This Partnership Agreement ("Agreement") is entered into as of the 7th day of November, 2006 ("Effective Date") by and between RxElite, Inc. ("RxElite"), a Delaware corporation, whose principal place of business is 1404 North Main, Suite 200, Meridian, ID 83642 and Core Tech Solutions, Inc. ("Core Tech"), a New Jersey corporation, whose principal place of business is 50 Lake Dr., East Windsor, NJ 08520.
ASSIGNMENT AND ASSUMPTION OF ASSIGNED CONTRACTS AGREEMENTAssignment and Assumption of Assigned Contracts Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • Delaware
THIS ASSIGNMENT AND ASSUMPTION OF ASSIGNED CONTRACTS AGREEMENT (this “Agreement”) by and between RxElite Holdings, Inc., a Delaware corporation (the “Acquired Company”), and RxElite, Inc., a Delaware corporation (“Seller”) is effective immediately prior to the closing of the transactions contemplated by the Purchase Agreement (as defined below).
CONSENT AND RELEASE AGREEMENTConsent and Release Agreement • January 29th, 2009 • RxElite, Inc. • Pharmaceutical preparations • New York
This Consent and Release Agreement (this “Agreement”) is entered into as of January 27, 2009, by and among RxElite, Inc., a Delaware corporation (the “Company”), RxElite Holdings, Inc., a Delaware corporation (the “Acquired Company”), Castlerigg Master Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (the “Lender”), and Piramal Healthcare, Inc., a Delaware corporation (“Purchaser”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in that certain Securities Purchase Agreement, dated as of December 31, 2007, by and between the Company and the Lender, as amended through the date hereof (the “Securities Purchase Agreement”).
