SECURITY AGREEMENTSecurity Agreement • October 24th, 2011 • TurkPower Corp • Services-management consulting services • New York
THIS SECURITY AGREEMENT (this “Agreement”), is entered into and made as of August 22, 2011, TurkPower Corporation, a Delaware corporation and Turkpower Enerrji Sanayi ve Ticaret Anonim Sirketi, a 99% owned subsidiary, and any of their respective subsidiaries (collectively, the “Company”) to Chase Financing Inc. (together with its permitted successors and assigns, the “Secured Party”).
ContractWarrant Agreement • October 24th, 2011 • TurkPower Corp • Services-management consulting services • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND THEN ONLY SUBJECT TO THE APPLICABLE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.
TURKPOWER CORPORATION STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • August 29th, 2011 • TurkPower Corp • Services-management consulting services • Delaware
THIS [INCENTIVE] STOCK OPTION AWARD AGREEMENT (“Award Agreement”) is made by and between TurkPower Corporation, a Delaware corporation (the “Company”), and [______________] (“Participant”) as of August [__], 2011(the “Date of Grant”).
AGREEMENT AND PLAN OF SECURITIES EXCHANGE BY AND AMONG TURKPOWER CORPORATION, BEST ACQUISITION COMPANY and BEST, LLC DATED: DECEMBER __ 18, 2011Agreement and Plan of Securities Exchange • December 23rd, 2011 • TurkPower Corp • Services-management consulting services • Delaware
THIS AGREEMENT AND PLAN OF SECURITIES EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 20th day of December, 2011, by and among TurkPower Corporation, a Delaware corporation (the “Company”), Best Acquisition Company, a company yet to be formed by the Company (“Acquisition Sub”), BEST LLC, a company organized under the laws of the Russian Federation (“BEST”) and equityholders of BEST set forth on the signature page hereof (the “BEST Holders”) (the Company, BEST and the BEST Holders are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”).
SHARE PURCHASE AGREEMENT Introduction Transferee Nalan Oral and Selçuk Oral (hereinafter referred as “Transferee”) TransferorsShare Purchase Agreement • August 29th, 2011 • TurkPower Corp • Services-management consulting services • Delaware
Shareholders of Turkpower Corporation where its registered address is at Hundred Park Avenue, NewYork, NY 10017/USA (“TPC” or “Company”) which shall include, at closing, TPC’s current operations, associated assets and trademarks, from the existing shareholders of the Company.
SHARE PURCHASE AGREEMENT datedShare Purchase Agreement • August 29th, 2011 • TurkPower Corp • Services-management consulting services • Istanbul
On one side, Avrasya Yapı Yatırım Hizmetleri A.Ş. where its registered address is at Hidiv Kasrı Cad.no 57;Çubuklu/Beykoz/İstanbul/Turkey (hereinafter referred as “Avrasya” or “Seller”)
TURKPOWER CORPORATION SHAREHOLDERS AGREEMENTShareholder Agreement • August 29th, 2011 • TurkPower Corp • Services-management consulting services • Delaware
TURKPOWER CORPORATION STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • August 29th, 2011 • TurkPower Corp • Services-management consulting services • Delaware
THIS [INCENTIVE] STOCK OPTION AWARD AGREEMENT (“Award Agreement”) is made by and between TurkPower Corporation, a Delaware corporation (the “Company”), and [______________] (“Participant”) as of [_________], 20__ (the “Date of Grant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2011 • TurkPower Corp • Services-management consulting services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 22, 2011, by and among TurkPower Corporation, a Delaware corporation and its subsidiaries (collectively, the “Company”), and the undersigned investors and its designees and assignees (each, an “Investor” and collectively, the “Investors”).
