REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 21, 2005, among OneTravel Holdings, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • October 24th, 2005 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries)
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of October 21, 2005, by and among OneTravel Holdings, Inc., a Delaware corporation (the "Company"), the purchasers signatory hereto (each a "Purchaser" and together the...Escrow Agreement • October 24th, 2005 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENT ENTERED INTO MARCH ____, 2001,Stock Purchase Agreement • April 18th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • Delaware
by and amongMerger Agreement • June 12th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • New York
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of October 21, 2005 among OneTravel Holdings, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto...Securities Purchase Agreement • October 24th, 2005 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
EXHIBIT 4.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES...Loan Agreement • February 22nd, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
PCF&K DRAFT OF 01/18/00] REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 18, 2000, among flightserv.com, a Delaware corporation (the "Company"), Acqua Wellington Value Fund,...Registration Rights Agreement • January 28th, 2000 • Flightserv Com • Services-medical laboratories • New York
AMENDMENT #2 TO MERGER AGREEMENTMerger Agreement • February 7th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
AGREEMENT ---------Asset Purchase Agreement • March 14th, 2006 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • Delaware
SECURITY AGREEMENT SECURITY AGREEMENT, dated as of October 21, 2005 (this "Agreement"), among OneTravel Holdings, Inc., a Delaware corporation (the "Company"), Farequest Holdings, Inc., a Delaware corporation ("Farequest"), and OneTravel, Inc., a...Security Agreement • October 24th, 2005 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
OFCommon Stock Purchase Warrant • February 25th, 2002 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries)
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of June 26, 2000 by and between FLIGHTSERV.COM, INC.Registration Rights Agreement • September 28th, 2000 • Flightserv Com • Land subdividers & developers (no cemeteries) • Georgia
RECITALSPledge Agreement • February 22nd, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
EXHIBIT 2.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 18, 2000Common Stock Purchase Agreement • January 28th, 2000 • Flightserv Com • Services-medical laboratories • New York
April 6, 2005 Crescent International Ltd. Perfect Timing, LLC Alpha Capital AG Andrew Reckles Bristol Investment Fund, Ltd. JGB Capital L.P. Palisades Master Fund LP Portside Growth and Opportunity Fund Ladies and Gentlemen: Reference is hereby made...Securities Purchase Agreement • April 15th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • New York
BY AND AMONGAsset Purchase Agreement • August 14th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • Georgia
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this ____ day of April, 2000 (the "Effective Date") by and between FLIGHTSERV.COM, a Delaware corporation (the "Company"), and TODD...Employment Agreement • September 28th, 2000 • Flightserv Com • Land subdividers & developers (no cemeteries) • Georgia
RECITALSAsset Purchase Agreement • February 3rd, 2006 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • Delaware
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 10, 2004, among RCG Companies Incorporated, a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • October 28th, 2004 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
ARTICLE I EMPLOYMENTEmployment Agreement • February 14th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • North Carolina
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Securities Agreement • October 24th, 2005 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries)
ARTICLE I EMPLOYMENTEmployment Agreement • April 18th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • North Carolina
AGREEMENT AND PLAN OF MERGER By and Among TERRA NETWORKS ASOCIADAS, S.L., AMADEUS AMERICAS, INC. and AVANTI MANAGEMENT, INC. RCG COMPANIES INCORPORATED, as the Buyer, and ONETRAVEL, INC. Dated February 10, 2005 AGREEMENT AND PLAN OF MERGER This...Merger Agreement • April 19th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
RECITALRegistration Rights Agreement • February 14th, 2000 • Flightserv Com • Services-medical laboratories • Georgia
SUNTRIPS, INC.,Amendment Agreement • November 15th, 2004 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
EXECUTION VERSION AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG VE HOLDINGS, INC., SUNTRIPS, INC., FS TOURS, INC.Asset Purchase Agreement • November 17th, 2003 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("AGREEMENT"), is entered into this 15th day of May, 2001, between BRIKOR, INC., a New York Corporation ("PURCHASER"), and eRESOURCE CAPITAL GROUP, INC. a Delaware corporation...Stock Purchase Agreement • September 17th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • Delaware
1 EXHIBIT 10.8 FORM OF DIRECTOR/OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of the 16th day of April 1999, by and between PROACTIVE TECHNOLOGIES, INC., a Delaware corporation (the...Non-Qualified Stock Option Agreement • September 28th, 1999 • Flightserv Com • Services-medical laboratories
ARTICLE I DEFINITIONSSecurities Purchase Agreement • September 16th, 2004 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • New York
ARTICLE 1. DEFINITIONSNoncompetition Agreement • April 29th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • North Carolina
Form of JoinderJoinder Agreement • June 12th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries)
Action Section 4.12 Affiliate Section 2.2(b) Agreement PreambleAsset Purchase Agreement • December 15th, 2004 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
RECITALSStock Purchase Agreement • May 24th, 2004 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 11th day of August, 2000, by and among FLIGHTSERV.COM a Delaware corporation (hereinafter referred to as "Buyer"); and CALIENTE CONSULTING, INC.,...Stock Purchase Agreement • September 22nd, 2000 • Flightserv Com • Land subdividers & developers (no cemeteries) • Georgia
