EXHIBIT 10.3 ESCROW AGREEMENT This Escrow Agreement (hereinafter the "Escrow Agreement") is made and entered into this 19th day of July, 2001, by and among Berens Industries, Inc., a Nevada corporation ("Berens"), Yolana Partnership, LTD., a Texas...Escrow Agreement • July 27th, 2001 • Berens Industries Inc • Services-business services, nec • Texas
July 18, 2001 Berens Industries, Inc. 701 N. Post Oak Road, Suite 350 Houston, Texas 77024 Dear Sirs: Pursuant to Section 6.1(c)(vi) of the Stock Exchange Agreement by and between Berens Industries, Inc. ("BEII"), Solis Communications Corporation, and...Pledge Agreement • July 27th, 2001 • Berens Industries Inc • Services-business services, nec
Pursuant to Section 6.1(c)(vi) of the Stock Exchange Agreement by and between Berens Industries, Inc. ("BEII"), Solis Communications Corporation, and the shareholders of Solis Communications Corp., I hereby agree and acknowledge that I have pledged 7,000,000 shares of BEII common stock to secure debts ("Pledged Shares"). Manfred Sternberg is aware that such shares have been pledged. If the Pledged Shares are returned within one year from the date hereof, I agree that I will not sell in any public or private transaction any of the Pledged Shares owned by Yolana Partnership, Ltd. I hereby consent to placing a stop transfer order with the transfer agent of BEII and placing a restrictive legend on any certificate representing any of the Pledged Shares.
THIS OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE...Stock Option Agreement • June 3rd, 2005 • Bluegate Corp • Services-business services, nec
Exhibit 10.2 NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (this "Agreement") is entered into between Berens Industries, Inc., a Nevada corporation (the "Company"), and Sheronda Holmes (the "Optionee") this 20th day of...Nonqualified Stock Option Agreement • January 19th, 2000 • Berens Industries Inc • Blank checks • Texas
CONSULTING AGREEMENTConsulting Agreement • November 21st, 2000 • Berens Industries Inc • Services-business services, nec • Texas
BLUEGATE CORPORATION SUITE 630 701 NORTH POST OAK ROAD HOUSTON, TEXAS 77027Stock Purchase Warrant • September 30th, 2005 • Bluegate Corp • Services-business services, nec • Nevada
REORGANIZATION AGREEMENT This Reorganization Agreement ("Agreement") is made and entered into this _____ day of December, 1999, between and among (i) Berens Industries, Inc., a Nevada corporation, which is referred to herein as "Company," (ii)...Reorganization Agreement • January 10th, 2000 • Berens Industries Inc • Blank checks
ARTICLE I EXCHANGE OF SHARESStock Exchange Agreement • August 9th, 2001 • Berens Industries Inc • Services-business services, nec • Texas
BETWEENAsset Purchase Agreement • June 28th, 2004 • Crescent Communications Inc • Services-business services, nec • Texas
EMPLOYMENT AGREEMENT BETWEEN BLUEGATE CORPORATION AND LARRY WALKER This Employment agreement (the "Agreement") is made effective as of the 1st day of September 2005, by and between Bluegate Corporation, a Nevada corporation ("Bluegate"), and Larry...Employment Agreement • September 21st, 2005 • Bluegate Corp • Services-business services, nec • Texas
EMPLOYMENT AGREEMENT BETWEEN BLUEGATE COMMUNICATIONS, INC. AND WILLIAM E. KOEHLER This Employment agreement (the "Agreement") is made effective as of the 1st day of September 2005, by and between Bluegate, Inc., a Nevada corporation ("Bluegate"), and...Employment Agreement • September 21st, 2005 • Bluegate Corp • Services-business services, nec • Texas
Exhibit 10.2 NOTICE TO PROSPECTIVE EMPLOYEES ------------------------------- YOU SHOULD CAREFULLY READ THE FOLLOWING DOCUMENT PRIOR TO SIGNING. IT CONTAINS A NUMBER OF RULES AND REQUIREMENTS GOVERNING YOUR EMPLOYMENT, CONDUCT AND ACTIONS. AS THE TERMS...Employment Agreement • April 13th, 2000 • Berens Industries Inc • Blank checks • Texas
Exhibit 10.2 JOHN A. MATTERA CONSULTING AGREEMENT AGREEMENT made effective 21st day of June, 2002, by and between Crescent Communications, Inc. hereinafter referred to as "the Client" and John A. Mattera hereinafter referred to as "the Consultant"....Consulting Agreement • June 25th, 2002 • Crescent Communications Inc • Services-business services, nec
EXHIBIT 10.2 STOCK REDEMPTION AGREEMENT THIS STOCK REDEMPTION AGREEMENT, made and entered into as of the date set forth below, by and between Berens Industries, Inc., a Nevada corporation (hereinafter referred to as "Buyer") and Yolana Partnership,...Stock Redemption Agreement • July 27th, 2001 • Berens Industries Inc • Services-business services, nec • Texas
1. EMPLOYMENT. ----------Employment Agreement • April 13th, 2000 • Berens Industries Inc • Blank checks • Texas
Exhibit 1. Employment Agreement. THIS OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT...Employment Agreement • August 16th, 2006 • Bluegate Corp • Services-business services, nec
RECITALS:Asset Sale and Purchase Agreement • September 21st, 2005 • Bluegate Corp • Services-business services, nec • Texas
NOTE AND SECURITY AGREEMENT $15,000.00- Houston, Texas - January 23, 2002Note and Security Agreement • June 3rd, 2005 • Bluegate Corp • Services-business services, nec
10.1 Employment Agreement of Greg Micek EMPLOYMENT AGREEMENT BETWEEN BLUE GATE CORPORATION AND GREG J. MICEK This Employment Agreement (the "Agreement") is made effective as of the _____ day of February, 2005, by and between Blue Gate Corporation, a...Employment Agreement • March 31st, 2005 • Bluegate Corp • Services-business services, nec • Texas
CONSULTING AGREEMENTConsulting Agreement • November 21st, 2000 • Berens Industries Inc • Services-business services, nec • Texas
CONSULTING AGREEMENTConsulting Agreement • October 8th, 1999 • Berens Industries Inc • Blank checks • Texas
EXHIBIT 10.3 NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (this "Agreement") is entered into between National Air Corporation, a Nevada corporation (the "Company"), and Stephanie Gustafson (the "Optionee") this 23/rd/...Nonqualified Stock Option Agreement • October 8th, 1999 • Berens Industries Inc • Blank checks • Texas
SEPARATION AGREEMENT AND MUTUAL RELEASE IN FULLSeparation Agreement • April 16th, 2010 • Bluegate Corp • Services-business services, nec • Texas
THIS SEPARATION AGREEMENT AND MUTUAL RELEASE IN FULL (this “Agreement”) is made by and between William Koehler (the “Former Director”) and Bluegate Corporation, a Nevada corporation (together with its subsidiaries, the “Company”).
RECITALS:Registration Rights Agreement • April 6th, 2005 • Bluegate Corp • Services-business services, nec
ASSET SALE AND PURCHASE AGREEMENTAsset Sale and Purchase Agreement • April 16th, 2010 • Bluegate Corp • Services-business services, nec • Illinois
THIS ASSET SALE AND PURCHASE AGREEMENT (“Agreement”) is made and entered into the Seventh (7th) day of November, 2009 to be fully effective and completed as of the Thirtieth (30th) day of November, 2009 by and between Bluegate Corporation (“Bluegate” or the “Seller”), and SAI Corporation (“Purchaser”), an Illinois corporation.
TERM 2. This Agreement shall take effect on the date of its acceptance by Vendor and shall continue in effect for thirty-six (36) months, except as otherwise provided in this Agreement. This Agreement shall be automatically renewed on a month to month...Database Access Agreement • April 13th, 2000 • Berens Industries Inc • Blank checks
This is a Database access Agreement between Digital Media Resources, Ltd., with a principal office located at Gounodstraat 1 2018 Antwerpen Belgium, referred to in this Agreement as ``Vendor,'' and Berens Industries, Inc., of 701 North Post Oak Road, Suite 350, Houston, Texas 77024, USA, referred to in this Agreement as ``Customer.''
STOCK OPTION AGREEMENTStock Option Agreement • July 3rd, 2007 • Bluegate Corp • Services-business services, nec
THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by Bluegate Corporation (the "Company") to Gilbert Gertner (the "Grantee"), who is an employee, consultant or director of the Company or one of its subsidiaries (the Company is sometimes referred to herein as the "Employer").
MUTUAL RELEASE IN FULLMutual Release Agreement • April 16th, 2010 • Bluegate Corp • Services-business services, nec • Texas
THIS MUTUAL RELEASE IN FULL (this “Agreement”) is made by and between SAI Corporation (“SAIC”) and Bluegate Corporation, a Nevada corporation (together with its subsidiaries, the “Company”).
ASSET SALE AND PURCHASE AGREEMENTAsset Sale and Purchase Agreement • April 16th, 2010 • Bluegate Corp • Services-business services, nec • Texas
THIS ASSET SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into effective as of the Seventh (7th) day of November, 2009 by and between:
ContractWarrant Agreement • August 16th, 2007 • Bluegate Corp • Services-business services, nec • Texas
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH ACT OR, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
SUBSCRIPTION AGREEMENTCommon Stock Purchase Agreement • August 16th, 2007 • Bluegate Corp • Services-business services, nec • Texas
SUBSCRIPTION AGREEMENTSubscription Agreement • July 3rd, 2007 • Bluegate Corp • Services-business services, nec • Texas
The undersigned (the “Investor”) is writing to advise you of the following terms and conditions under which the Investor hereby offers to subscribe (the “Offer”) for the securities of this offering which are offered by Bluegate Corporation, a Nevada corporation (the “Company”). There is no placement agent for the offering as it is being offered directly by management. The Company is issuing securities consisting of its Series C Convertible Non-Redeemable Preferred Stock, par value $.001 (“Series C Preferred Stock”) with warrants to acquire shares of the Company's Common Stock, par value $.001(“Warrants”) (collectively, the “Securities”) at $12,500 per Security. Each Security contains one (1) share of Series C Preferred Stock and a warrant to purchase 125,000 shares of Common Stock at $0.17 per share. The undersigned understands that the Securities are being issued pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended (the “Act”), provided by
RECITALS --------Option and Distribution Agreement • August 9th, 2001 • Berens Industries Inc • Services-business services, nec
BLUEGATE CORPORATION SUITE 600 HOUSTON, TEXAS 77024 STOCK PURCHASE WARRANTStock Purchase Warrant • March 3rd, 2008 • Bluegate Corp • Services-business services, nec • Texas
THIS CERTIFIES THAT, for value received, SAI Corporation (the "Holder"), is entitled to purchase from BLUEGATE CORPORATION, a Nevada corporation (the "Company"), at any time from February 28, 2008 until 5:00 p.m. (EST) on February 28, 2013, 1,000,000 fully paid and non-assessable shares of the Company's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.0333334 per share, as adjusted.
STOCK OPTION AGREEMENTStock Option Agreement • January 30th, 2007 • Bluegate Corp • Services-business services, nec
THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by Bluegate Corporation (the "Company") to Stephen J. Sperco (the "Grantee"), who is an employee, consultant or director of the Company or one of its subsidiaries (the Company is sometimes referred to herein as the "Employer").
