REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 30, 2001, by and between NCT Group, Inc., a Delaware corporation, with principal executive offices located at 20 Ketchum Street, Westport, Connecticut...Registration Rights Agreement • August 15th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 4(bl) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON...Warrant Agreement • April 4th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 12, 2000 between NCT Hearing Products, Inc., a Delaware corporation with its principal place of business at 20 Ketchum Street, Westport, Connecticut 06880 ("NCT...Stock Purchase Agreement • September 22nd, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
Exhibit 4(n) OPTION AGR6EEMENT OPTION AGREEMENT, dated as of January 11, 2002, between Carole Salkind, an individual residing in the State of New Jersey ("Optionee"), and Artera Group, Inc., a Delaware corporation ("Issuer"). WITNESSETH: WHEREAS,...Option Agreement • April 30th, 2002 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
SECURITIES PURCHASE AGREEMENT Among NCT GROUP, INC., NESHER, INC., AUSTOST ANSTALT SCHAAN and BALMORE FUNDS S.A. Dated as of December 27, 1999Securities Purchase Agreement • January 12th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 4(bn) NCT GROUP, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 26, 2002, between NCT Group, Inc., a Delaware corporation (the "Company"), and MotorWorld, Incorporated, a New Jersey corporation ("Optionee"). The...Stock Option Agreement • April 4th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
EXHIBIT A TO PRIVATE EQUITY CREDIT AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of April 12,2001 is made by and between NCT GROUP, INC., a corporation organized and existing under the laws of the...Registration Rights Agreement • May 10th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated August 29, 2000 by and among NCT Group, Inc., a Delaware corporation ("Parent"), NCT Midcore, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent...Merger Agreement • September 13th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
RECITALSStockholders' Agreement • August 15th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
WARRANTWarrant Agreement • July 28th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(b) LICENSE AGREEMENT License Agreement made as of August 15, 2002 by and between FairPoint Communications, Inc., a Delaware corporation ("Licensee" or "FAIRPOINT"), and Artera Group, Inc., a Delaware corporation ("ARTERA"). WHEREAS Licensee...License Agreement • August 15th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(k) SETTLEMENT AGREEMENT This Settlement Agreement, effective as of the 3rd day of December 2002, is by and between Mesa Partners, Inc. ("Mesa"), duly organized and existing under the laws of the State of Delaware and having its principal...Settlement Agreement • May 15th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
AGREEMENTAgreement • October 7th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
WARRANTWarrant Agreement • April 7th, 2005 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
RECITALSRegistration Rights Agreement • July 14th, 2005 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(an) STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 13, 2000 between NCT Hearing Products, Inc., a Delaware corporation with its principal place of business at 20 Ketchum Street, Westport,...Stock Purchase Agreement • December 13th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
Exhibit 10(ey) SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of July 23, 2004, by and among NCT Group, Inc., a Delaware corporation (the "Company"), and each of the subscribers identified on the signature pages hereto...Subscription Agreement • July 28th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
RECITALSRegistration Rights Agreement • September 5th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(ay) SETTLEMENT AGREEMENT WHEREAS, Plaintiffs Alpha Capital Aktiengesellschaft ("Alpha"), Austost Anstalt Schaan ("Austost"), Balmore, S. A., f/k/a Balmore Funds, S.A. ("Balmore"), and Libra Finance, S.A. ("Libra") (collectively the...Settlement Agreement • November 19th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 4(dh) NCT GROUP, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 17, 2003, between NCT Group, Inc., a Delaware corporation (the "Company"), and Acme Associates, Inc., a New Jersey corporation ("Optionee"). The Company...Stock Option Agreement • April 8th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(at) EXCHANGE AGREEMENT THIS AGREEMENT made as of this 12th day of April, 2001, by and between CRAMMER ROAD LLC, a limited liability company organized under the laws of the Cayman Islands ("Investor"), and NCT GROUP, INC., a Delaware...Exchange Agreement • May 10th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(ej) SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 11, 2004, by and between NCT GROUP, INC., a Delaware corporation, with principal executive offices located at 20 Ketchum Street, Westport,...Securities Purchase Agreement • June 10th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • September 5th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
January 7, 2005 Mr. Morton Salkind 195 Greenpond Road Rockaway, NJ 07866 Re: Consulting Agreement Dear Mr. Salkind: This will confirm the arrangements, terms and conditions pursuant to which Morton Salkind ("Consultant"), has been retained to serve as...Consulting Agreement • May 16th, 2005 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
WARRANTWarrant Agreement • December 12th, 2005 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(a) LICENSE AGREEMENT License Agreement made this tenth day of August, 2001 by and between Sharp Corporation, a Japanese corporation, acting through its Communication Systems Group with offices at 2-13-1 Iida Hachihonmatsu...License Agreement • August 15th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 4(bm) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON...Warrant Agreement • April 4th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Artera Group, Inc., a Delaware corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, 6% Convertible Notes (the "Notes")...Subscription Agreement • August 15th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(ab) N C T GROUP, INC. 20 KETCHUM STREET WESTPORT, CT. 06880 June 12, 2003 Mr. Morton Salkind Maple Industries. Inc. RE: CONSULTING AGREEMENT This will confirm the arrangements, terms and conditions pursuant to which Morton Salkind of Maple...Consulting Agreement • August 15th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Re: January 10, 2002 Warrant ------------------------ Dear Arie: Reference is made to the Warrant (No. LF-3), dated January 10, 2002 (the "Warrant"), of NCT Group, Inc., a Delaware corporation (the "Company"), pursuant to which Libra Finance S.A. (the...Warrant Agreement • September 16th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
Reference is made to the Warrant (No. LF-3), dated January 10, 2002 (the "Warrant"), of NCT Group, Inc., a Delaware corporation (the "Company"), pursuant to which Libra Finance S.A. (the "Holder") is granted the right, subject to terms and conditions of the Warrant, to purchase up to 5,000,000 shares (the "Warrant Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. As of the date hereof, the Warrant remains unexercised as to 5,000,000 Warrant Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.
Exhibit 10(fd) THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED...Convertible Note • July 28th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(f) SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2002 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10.1(a) THIS AGREEMENT AND THE SHARES OF STOCK ISSUABLE PURSUANT HERETO (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND (3) MAY NOT BE SOLD, TRANSFERRED OR...Preferred Stock Purchase Agreement • March 22nd, 2005 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(ez) SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated as of July 23, 2004, is entered into by and between NCT Group, Inc., a Delaware corporation ("NCT" or "Debtor"), and Barbara Mittman, as collateral...Security Agreement • July 28th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(b) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 27, 1999, among NCT Group, Inc., a Delaware corporation (the "Company"), Nesher Inc. ("Nesher"), Austost Anstalt...Registration Rights Agreement • January 12th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
