RESIGNATION AND RELEASEResignation and Release • May 7th, 2012 • Oryon Technologies, Inc. • Gold and silver ores
Reference is made to that certain Agreement and Plan of Merger dated March 9, 2012 (the “Merger Agreement”), by and among Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.), a Nevada corporation (“Parent”), Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”), pursuant to which (i) Oryon shall be merged with and into Merger Sub at the Effective Time of the Merger (as defined in Section 1.3 of the Merger Agreement) (the “Merger”); (ii) the separate limited liability company existence of Oryon shall cease; (iii) Merger Sub shall continue as the surviving limited liability company entity (the “Surviving Entity”) and shall succeed to and assume all the rights, properties, liabilities and obligations of Oryon; and (iv) Parent shall issue shares (the “Shares”) of Parent’s common stock, par value $0.001 per share (“Parent Common Stock”), in such amounts and to
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 13th, 2014 • Oryon Technologies, Inc. • Electric lighting & wiring equipment • Texas
This Intellectual Property Security Agreement (together with all amendments, if any, from time to time, this “Agreement”), dated as of November 7, 2014, is made by OryonTechnologies, LLC, (“Oryon”), a Texas limited liability company, and Oryon Technologies, Inc., (“Parent”), a Nevada corporation and their affiliates (including Oryon Technologies Licensing, LLC) (collectively, the “Grantors”, and each a “Grantor”) (but excluding EFL Tech International Group, N.V., a Netherlands Corporation, EFL Tech B.V., a Netherlands Corporation, EFL Tech Pty. Ltd., an Australian Corporation, and EFL Holdings Pty. Ltd., an Australian Corporation (collectively, “EFL”)) in favor of Myant Capital Partners, Inc., M. Richard Marcus, MRM Acquisitions, LLC, and Oryon Capital, LLC (each, a “Secured Party” and collectively, the “Secured Parties”).
BUSIneSS RELATIONSHIP AGREEMENTBusiness Relationship Agreement • February 7th, 2014 • Oryon Technologies, Inc. • Electric lighting & wiring equipment • Texas
THIS BUSINESS RELATIONSHIP AGREEMENT (this “Agreement”) is made by and between EFL Holdings Tech B.V., a Netherlands corporation (“EFL”), and Oryon Technologies, Inc., a Nevada, U.S.A. corporation (“Oryon”). As used herein, EFL and Oryon are each referred to as, a “Party” and collectively, the “Parties.” Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Subscription Agreement (as defined below).
BINDING LETTER OF INTENTBinding Letter of Intent • October 28th, 2011 • Eaglecrest Resources, Inc. • Gold and silver ores • Texas
This Binding Letter of Intent (this “LOI”), is entered into by and, between EAGLECREST RESOURCES, INC., a Nevada corporation (the “Company”), and ORYONTECHNOLOGIES, LLC, a Texas limited liability company (“Oryon”).
North Texas Commercial Association of Realtors® COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • May 7th, 2012 • Oryon Technologies, Inc. • Gold and silver ores • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2012 • Oryon Technologies, Inc. • Electric lighting & wiring equipment • Texas
This Employment Agreement (this “Agreement”) is made and entered into effective as of September 6, 2012 (the “Effective Date”), by and between Oryon Technologies, Inc., a Nevada corporation (the “Company”), and Thomas P. Schaeffer (the “Executive”).
FORM OF REGISTRATION RIGHTS AGREEMENT – EXCHANGE SHARESRegistration Rights Agreement • February 7th, 2014 • Oryon Technologies, Inc. • Electric lighting & wiring equipment • Texas
WHEREAS, the Company and EFL Tech B.V., a Netherlands corporation (the “Purchaser”), are parties to a Subscription Agreement, dated as of January 21, 2014 (the "Subscription Agreement"), pursuant to which the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, the Subscription Securities at the Closing (as those terms are defined below);
FORM OF EXCHANGE AND RELEASE AGREEMENTExchange and Release Agreement • February 7th, 2014 • Oryon Technologies, Inc. • Electric lighting & wiring equipment • Texas
This Exchange and Release Agreement (this "Agreement"), dated as of January 21, 2014, by and among Oryon Technologies, Inc., a Nevada, U.S.A. corporation (the "Company"), and _______________________ (the “Exchanging Creditor”).
PATENT LICENSE AGREEMENTPatent License Agreement • December 9th, 2014 • Oryon Technologies, Inc. • Electric lighting & wiring equipment • Ontario
THIS PATENT LICENSE AGREEMENT (“this Agreement”) is made the 28th day of November, 2014 between ORYON TECHNOLOGIES, INC., ORYON TECHNOLOGIES, LLC, ORYON TECHNOLOGIES DEVELOPMENT, LLC, and ORYON TECHNOLOGIES LICENSING, LLC (collectively “Oryon” or “Licensor”), and MYANT CAPITAL PARTNERS INC. (the “Licensee”) .
SECURED PROMISSORY NOTEOryon Technologies, Inc. • November 13th, 2014 • Electric lighting & wiring equipment • Texas
For value received, the undersigned, Oryon Technologies, Inc. (“Oryon”), a Nevada corporation, and OryonTechnologies, LLC, a Texas limited liability company, (individually, a “Maker” and collectively, “Makers”), as co-makers, hereby jointly and severally promise to pay to the order of Myant Capital Partners, Inc. and Tony Chahine (collectively, the “Myant Payees”) and M. Richard Marcus, MRM Acquisitions, LLC, and Oryon Capital, LLC (collectively, the “Marcus Payees”) in the City of Dallas, Dallas County, Texas (individually, a “Payee” and collectively, the “Payees”), on or before November, 2016 (the “Maturity Date”), the sum of $1,100,000.00 with interest as specified herein.
October 24, 2011 FINANCING AGREEMENTFinancing Agreement • October 28th, 2011 • Eaglecrest Resources, Inc. • Gold and silver ores • New York
This Financing Agreement between Eaglecrest Resources, Inc., a Nevada corporation (the “Company”) and Maxum Overseas Fund, a ______________________________________ (“Maxum”), sets forth the proposed terms for an investment in the Company (this “Agreement”).
settlement agreementSettlement Agreement • November 13th, 2014 • Oryon Technologies, Inc. • Electric lighting & wiring equipment
The parties hereto agree on this 24th day of September, 2014, that the following matters set forth below (the “Matters”) and all other claims and controversies between them of any kind, are hereby settled in accordance with the following terms and conditions, subject only to such approval as may be required by, or reasonably requested in, the court presiding over the matter. The parties (the “Parties”) are:
AGREEMENT AND PLAN OF MERGER by and among ORYON HOLDINGS, INC. ORYON MERGER SUB, LLC, and ORYON TECHNOLOGIES, LLC dated as of March 9, 2012Indemnification Agreement • March 14th, 2012 • Oryon Holdings, Inc. • Gold and silver ores • Texas
Pursuant to the provisions of Section 10.151 of the Texas Business Organizations Code (the “TBOC”), OryonTechnologies, LLC, a limited liability company organized under and governed by the laws of the State of Texas (“Oryon”), and Oryon Merger Sub, LLC, a limited liability company organized under and governed by the laws of the State of Texas (“Merger Sub”), hereby execute and adopt the following Certificate of Merger this __ day of ________, 2012 and certify that:
