AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2007 (the “Agreement”), between International Food and Wine Consultants, Inc., a Nevada corporation (the “Corporation”), and International Food and Wine Consultants, Inc., a Delaware corporation (the “Subsidiary”).
Employment AgreementEmployment Agreement • September 4th, 2007 • G8wave Holdings, Inc. • Services-educational services • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into effective as of August 27, 2007 (the “Effective Date”), by and between g8wave Holdings, Inc., a Delaware corporation whose executive office is located at 126 Brookline Avenue, 2nd Floor, Boston, MA 02215 (the “Company”), and William E. Duke, Jr. (the “Executive”), an individual residing at 33 Olde Colony Drive, Shrewsbury, MA 01545. The Company and the Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”
FORM OF RESTRICTED STOCK AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive PlanRestricted Stock Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2008 • G8wave Holdings, Inc. • Services-educational services • Massachusetts
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2008 (the “Effective Date”) by and between g8wave Holdings, Inc., a Delaware corporation (“Holdings” or the “Seller”), and Bradley M. Mindich, an individual (the “Purchaser”). PMCG Management Company, LLC (“PMCG”) is also a party to this Agreement solely for the purposes of Article VIII hereof.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 13, 2007, is made by and between International Food and Wine Consultants, Inc., a Delaware corporation (“Seller”), and Mary Beth Clark (the “Buyer”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive PlanForm of Restricted Stock Unit Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
FORM OF LOCK-UP LETTER AGREEMENTLetter Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services
The undersigned officers and directors of G8Wave, Inc., a Delaware corporation (the “Company”), understand that you (“You”) have entered into a Subscription Agreement (the “Subscription Agreement”) for the purchase of shares of common stock, par value $0.001 per share (“Common Stock”), of g8wave Holdings, Inc., a Delaware corporation (“Holdings”), in a private offering of up to 200 units of Holdings, each unit consisting of 16,666 shares of Common Stock and a warrant to purchase 8,333 shares of Common Stock at $2.25 per share (the “PIPE”). It is currently anticipated that, concurrently with the closing of the PIPE, the Company will be merged with a wholly-owned subsidiary of Holdings, with the Company being the surviving entity of such merger (the “Merger,” and together with the PIPE, the “Transactions”). As part of the Merger, Holdings will acquire all of the issued and outstanding capital stock of the Company, such that, immediately following the Merger, the Company will be a wholly-
March 29, 2007International Food & Wine Consultants, Inc. • August 14th, 2007 • Services-educational services
Effective as of the date hereof, the parties hereby agree to amend the Engagement Letter as set forth herein. Except as expressly amended herein, all other terms and conditions of the Engagement Letter are hereby ratified, affirmed, and in full force and effect.
FORM OF INCENTIVE STOCK OPTION AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive PlanForm of Incentive Stock Option Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services
FORM OF SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSSettlement Agreement and Release of Claims • March 21st, 2008 • G8wave Holdings, Inc. • Services-educational services • Delaware
This Settlement Agreement and Release of Claims (this “Agreement”) is entered into as of the [__] day of [__________], 2008 (“Effective Date”), by and between g8wave Holdings, Inc. (the “Company”), and [_______________] (“Investor”) (Company and Investor are hereinafter collectively referred to, at times, as the “Parties,” and each individually, as a “Party”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of August 13, 2007 (the “Agreement”), by and among International Food and Wine Consultants, Inc., a Delaware corporation (“Parent”), G8Wave Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and G8Wave, Inc., a Delaware corporation (the “Company,” and together with Parent and Merger Sub, the “Parties” and each a “Party”).
G8WAVE, INC. INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This Investors' Rights Agreement (this "Agreement") is entered into as of April 21, 2006 by and among (i) G8WAVE, INC. a Delaware corporation (the "Company"), (ii) the persons identified as Investors on the signature pages attached hereto (the "Investors") and (iii) Brad Mindich (the "Founder").
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 28th, 2008 • G8wave Holdings, Inc. • Services-educational services • Massachusetts
This Revolving Credit and Security Agreement (this “Agreement”), dated as of April 22, 2008, is made by and between g8wave, Inc., a Delaware corporation (“Borrower”), and PMCG Management Company, LLC (“Lender”).
AGREEMENTAgreement • August 10th, 2006 • International Food & Wine Consultants, Inc.
AGREEMENT dated this 15 day of July 2006, by and between International Food and Wine Consultants, Inc. (hereinafter “IFWC”), a Nevada Corporation, with offices located at 201 East 28th Street, New York, New York 10016, Mary Beth Clark, President of IFWC and Gary B. Wolff, P.C., counsel to IFWC, with offices located at 805 Third Avenue, New York, New York.
FORM OF DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENTForm of Directors and Officers Indemnification Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of the [__] day of [________], 2007, is made by and between G8Wave, Inc., a Delaware corporation (the “Corporation”) and [_________________] (the “Indemnitee”).
FORM OF WARRANTForm of Warrant • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2008 • G8wave Holdings, Inc. • Services-educational services
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of January 25, 2008, by and between G8WAVE HOLDINGS, INC., a Delaware corporation (the “Company”), and HABIB KHOURY (“Executive”), with respect to that certain Employment Agreement between G8Wave, Inc., a Delaware corporation, and Executive, dated as of April 2, 2007, which sets forth the terms of Executive’s employment with the Company (the “Agreement”). The Agreement was assumed by the Company pursuant to that certain Agreement and Plan of Merger, dated as of August 13, 2007, among International Food and Wine Consultants, Inc., a Delaware corporation (the Company’s predecessor), G8Wave, Inc., and G8Wave Acquisition Corp., a Delaware corporation. Terms capitalized and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2008 • G8wave Holdings, Inc. • Services-educational services
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of January 25, 2008, by and between G8WAVE HOLDINGS, INC., a Delaware corporation (the “Company”), and BRADLEY M. MINDICH (“Employee”), with respect to that certain Employment Agreement between G8Wave, Inc., a Delaware corporation, and Employee, dated as of April 21, 2006, which sets forth the terms and conditions of Employees employment with the Company (the “Agreement”). The Agreement was assumed by the Company pursuant to that certain Agreement and Plan of Merger, dated as of August 13, 2007, among International Food and Wine Consultants, Inc., a Delaware corporation (the Company’s predecessor), G8Wave, Inc., and G8Wave Acquisition Corp., a Delaware corporation. Terms capitalized and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement.
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • June 12th, 2008 • G8wave Holdings, Inc. • Services-educational services • Massachusetts
This GENERAL RELEASE AND SEPARATION AGREEMENT (this “Agreement”) is entered into effective as of the 5th day of June, 2008 (the “Effective Date”) by and between g8wave Holdings, Inc., a Delaware corporation (the “Company”), and Bradley M. Mindich, an individual (“Executive”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT g8wave Holdings, Inc.Non-Qualified Stock Option Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
g8wave Holdings, Inc. (the “Company”) hereby grants to Grantee an option to purchase the Number of Shares of Common Stock of the Company for the Exercise Price per share set for below (the “Option”) pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”) and upon the terms and conditions below. A copy of the Plan is attached hereto and is incorporated herein in its entirety by reference.
g8wave, IncInternational Food & Wine Consultants, Inc. • August 14th, 2007 • Services-educational services
AMENDED AND RESTATED ADVISORY AGREEMENTAmended and Restated Advisory Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2007, by and between Greenwave Partners LLC, a Colorado limited liability company (“Greenwave”), and G8Wave, Inc., a Delaware corporation (the “Company,” and together with Greenwave, collectively referred to as the “Parties, and each individually a “Party”).
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • June 12th, 2008 • G8wave Holdings, Inc. • Services-educational services • Massachusetts
This GENERAL RELEASE AND SEPARATION AGREEMENT (this “Agreement”) is entered into effective as of the 5th day of June, 2008 (the “Effective Date”), by and between g8wave Holdings, Inc., a Delaware corporation (the “Company”), Habib Khoury (“Executive”), and solely for the purposes of Section 4 hereof, Bradley M. Mindich, an individual (“Mindich”).
July 26, 2007International Food & Wine Consultants, Inc. • August 14th, 2007 • Services-educational services • Delaware
ContractStock Option Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS OPTION (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.
December 6, 2007 Mr. Shubhro Sen Via Hand Delivery Dear Shubhro,Letter Agreement • January 3rd, 2008 • G8wave Holdings, Inc. • Services-educational services • Massachusetts
This letter agreement (this “Agreement”) memorializes our mutual agreement to terminate your employment pursuant to that certain letter agreement, dated August 12, 2006, as amended by that certain letter agreement, dated July 26, 2007 (collectively, the “Employment Agreement”), effective December 6, 2007.
AGREEMENTAgreement • August 10th, 2006 • International Food & Wine Consultants, Inc.
AGREEMENT dated this 15 day of July 2006, by and between International Food and Wine Consultants, Inc. (hereinafter “IFWC”), a Nevada Corporation, with offices located at 201 East 28th Street, New York, New York 10016 and Mary Beth Clark, President of IFWC.
FORM OF WARRANTForm of Warrant • March 21st, 2008 • G8wave Holdings, Inc. • Services-educational services • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of August 13, 2007, by International Food and Wine Consultants, Inc., a Delaware corporation (“Assignor”), and IFWC Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
Bradley M. Mindich Boston, MA 02115 April 2, 2008Personal and Confidential • April 3rd, 2008 • G8wave Holdings, Inc. • Services-educational services
This letter confirms your and our mutual intention to enter into good faith negotiations with a view to entering into an agreement for the acquisition by Bradley M. Mindich or his designee (the “Buyer”) from g8wave Holdings, Inc. (the “Seller”) of all of the capital stock of the Company (as well as all options, warrants and any other rights to receive capital stock of the Company) (the “Stock”).
