EXHIBIT 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of August 25, 2004 by CEC INDUSTRIES CORP., a Nevada corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Escrow Agreement • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 25, 2004, by and among CEC INDUSTRIES CORP., a Nevada corporation, with headquarters located at 2999 N.E. 191st Street, PH2, Aventura,...Securities Purchase Agreement • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
EXHIBIT 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of August 25, 2004, by and between CEC INDUSTRIES CORP., (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities...Security Agreement • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
KNIGHTSBRIDGE CAPITAL, LLC CEC INDUSTRIES, INC. "Assignee" "Assignor" By:/s/ AlyceSchreiber By:/s/ Jeffrey Sternberg --------------------------------- ---------------------------- Vice President President/CEOAssignment Agreement • November 15th, 2004 • Advantage Capital Development Corp • Blank checks
It is hereby agreed as of July 21, 2004 by and between CEC Industries, Inc. ("Assignor") and Knightsbridge Capital, LCC ("Assignee"), that in consideration of the sum of One Dollar ($1.00) and for such good and other valuable consideration paid by Assignee to Assignor, receipt of which is acknowledged, Assignee is succeeding to the rights and responsibilities of Assignor with respect to its ownership interest in eighty-five (85%) percent of the issued and outstanding shares of Paycard Solutions, Inc. which the Assignor acquired pursuant to a Acquisition and Financing Agreement between the Assignor and Paycard Solutions, Inc. Upon execution of this Agreement, Assignor shall be deemed the beneficial owner of eighty-five (85%) percent of the issued and outstanding shares of Paycard Solutions, Inc.
EXHIBIT 10.9 CEC INDUSTRIES CORP. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
EXHIBIT 10.2 THIS NOTE AND THE STOCK INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("STATE...Convertible Note • April 27th, 2005 • Advantage Capital Development Corp • Blank checks • New York
EXHIBIT 10.7 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 25, 2004, by and among CEC INDUSTRIES CORP., a Nevada corporation, with its principal office located at 2999 N.E. 191st...Investor Registration Rights Agreement • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
EXHIBIT 10.4 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 25th day of August 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and CEC INDUSTRIES CORP., a corporation...Standby Equity Distribution Agreement • April 27th, 2005 • Advantage Capital Development Corp • Blank checks • Nevada
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 25th, 2004 by and between CEC INDUSTRIES CORP., a Nevada corporation, with its principal office located at 2999 N.E. 191st Street, PH2,...Registration Rights Agreement • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
EXHIBIT 10.10 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS August 25, 2004 Pacific Transfer Company 500 East Warm Springs Drive, Suite 240 Las Vegas, NV 89119 Attention: Shelly Godfrey RE: CEC INDUSTRIES CORP. Ladies and Gentlemen: Reference is made to...Irrevocable Transfer Agent Instructions • December 7th, 2004 • Advantage Capital Development Corp • Blank checks
EXHIBIT 10.15 THIS NOTE AND THE STOCK INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("STATE...Convertible Note • December 7th, 2004 • Advantage Capital Development Corp • Blank checks • New York
RESIGNATON AGREEMENT AND RELEASE This Resignation Agreement and Release ("Agreement") is entered into as of July 16, 2004, by and between CEC Industries, Inc., a Nevada corporation ("CEC") and Brian Dvorak ("Dvorak"). WHEREAS, CEC and Dvorak have...Resignation Agreement • November 15th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
Exhibit 10.1 ACQUISITION AND FINANCING AGREEMENT This Acquisition and Financing Agreement (the "Agreement"), dated November 7, 2003 is by and between PayCard Solutions, Inc., a Nevada Corporation. ("PayCard") having its principal address at 500 North...Acquisition and Financing Agreement • December 30th, 2003 • Cec Industries Corp • Blank checks • Nevada
SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is entered into as of July 21, 2004, by and between CEC Industries, Inc., a Nevada corporation ("CEC") and Steve Reeder ("Reeder") and Empire Management Services...Settlement Agreement • November 15th, 2004 • Advantage Capital Development Corp • Blank checks • Nevada
ASSIGNMENT AGREEMENT It is hereby agreed as of July 21, 2004 by and between CEC Industries, Inc. ("Assignor") and Empire Management Services and Stephen Reeder (collectively referred to as the "Assignees"), that in consideration of the sum of One...Assignment Agreement • November 15th, 2004 • Advantage Capital Development Corp • Blank checks
