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 amongAgreement and Plan of Merger • 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
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
AGREEMENT ---------Asset Purchase Agreement • March 14th, 2006 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • Delaware
WARRANTRCG Companies Inc • April 15th, 2005 • Land subdividers & developers (no cemeteries)
BY AND AMONGAsset Purchase Agreement • August 14th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • Georgia
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...OneTravel Holdings, Inc. • October 24th, 2005 • 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 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)
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...OneTravel Holdings, Inc. • October 24th, 2005 • Land subdividers & developers (no cemeteries) • New York
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
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • February 14th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • 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...Preferred Stock Purchase Agreement • April 15th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
AMENDMENT #2 TO MERGER AGREEMENTMerger Agreement • February 7th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
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
EXHIBIT 4.6 AMENDMENT NO. 1 TO THE TRANSACTION DOCUMENTS ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT BETWEEN RCG COMPANIES INCORPORATED AND THE PURCHASERS SIGNATORY THERETO (THE "PURCHASERS") FOR THE PURCHASE OF THE SECURED CONVERTIBLE...Securities Purchase Agreement • February 23rd, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries)
SUNTRIPS, INC.,Amendment Agreement • November 15th, 2004 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
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...Agreement and Plan of Merger • April 19th, 2005 • RCG Companies Inc • Land subdividers & developers (no cemeteries) • Delaware
ARTICLE I EMPLOYMENTEmployment Agreement • February 14th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • North Carolina
RECITALRegistration Rights Agreement • February 14th, 2000 • Flightserv Com • Services-medical laboratories • Georgia
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...OneTravel Holdings, Inc. • February 7th, 2006 • Land subdividers & developers (no cemeteries) • New York
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
STOCK EXCHANGE AGREEMENT Flowers Properties, Inc. This Stock Purchase Agreement (Agreement) is entered into this 12th day of August, 1996, by and among PROACTIVE TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as PTE), FLOWERS...Stock Exchange Agreement • October 15th, 1996 • Proactive Technologies Inc • Services-medical laboratories • Florida
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
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
OFEresource Capital Group Inc • February 25th, 2002 • 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
ARTICLE I EMPLOYMENTEmployment and Non-Competition Agreement • April 18th, 2001 • Eresource Capital Group Inc • Land subdividers & developers (no cemeteries) • North Carolina
