Exhibit 10.69 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 20, 2003, by and between Ventures-National Incorporated d/b/a Titan General Holdings, Inc., a Utah corporation...Registration Rights Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
AmendmentEmployment Agreement • April 9th, 2003 • Ventures National Inc • Printed circuit boards
August 22, 2002 Ventures-National Incorporated 5525 South 900 East, #110 Salt Lake City, Utah 84117 Re: Option Agreement respecting the Agreement and Plan of Merger ("Merger Agreement"), between Ventures-National Incorporated, a Utah corporation...Option Agreement • September 11th, 2002 • Ventures National Inc • Printed circuit boards • Utah
Re: Option Agreement respecting the Agreement and Plan of Merger ("Merger Agreement"), between Ventures-National Incorporated, a Utah corporation ("Ventures"), Titan EMS Acquisition Corp., a Delaware corporation ("Acquisition") and a wholly owned subsidiary of Ventures, and Titan EMS, Inc., a Delaware corporation ("Titan"), and the Consulting Agreement, dated as of July 29, 2002, (the "Consulting Agreement") with Jenson Services, Inc., a Utah and financial consulting corporation ("Jenson Services"), and its principals, employees and legal counsel
Exhibit 10.64 VENTURES-NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. SECURITIES PURCHASE AGREEMENT NOVEMBER 20, 2003 TABLE OF CONTENTSSecurities Purchase Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.62 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.65 VENTURES-NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands...Security Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
August 19, 2002 Titan EMS, Inc. 1818 North Farwell Avenue Milwaukee, Wisconsin 53202 Ventures-National Incorporated 5525 South 900 East, #110 Salt Lake City, Utah 84117 Re: Indemnification Agreement respecting Section 5.02(n)(i) of the Agreement and...Indemnification Agreement • September 4th, 2002 • Ventures National Inc • Blank checks • Utah
Exhibit 10.43 PROMISSORY NOTEPromissory Note • August 14th, 2003 • Ventures National Inc • Printed circuit boards • New Jersey
Exhibit 10.48 Assignment and Assumption Agreement, dated as of May 5, 2003 by and among, among Titan PCB East, Inc., a Delaware corporation (the "Company"), Titan EMS, Inc., a Delaware corporation ("Titan EMS") and Personal Resources Management, Inc....Assignment and Assumption Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards
March 15, 2003 Ventures-National Incorporated Dba Titan General Holdings, Inc. 44358 Old Warm Springs Blvd Fremont CA 94538 Attention: JP Patty CEO Dear JP: We are pleased to set forth the terms to the Agreement (the "Agreement") between Phoenix...Consulting Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards
EXECUTION VERSION SETTLEMENT AGREEMENT This Settlement Agreement made as of February 4, 2004 by and among Ventures-National Incorporated d/b/a Titan General Holdings Inc., a Utah corporation (the "Company"), Irrevocable Children's Trust (the "Trust")...Settlement Agreement • February 5th, 2004 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.63 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 20, 2003, by and between Ventures-National Incorporated d/b/a Titan General Holdings, Inc., a Utah corporation...Registration Rights Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.50 AgreementEmployment Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards • New York
BackgroundAgency Agreement • March 20th, 2003 • Ventures National Inc • Printed circuit boards • New York
SUBLEASESublease Agreement • April 9th, 2003 • Ventures National Inc • Printed circuit boards
Exhibit 10.42 LOAN AND SECURITY AGREEMENT EQUINOX BUSINESS CREDIT CORP.,Loan and Security Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards • New Jersey
Exhibit 10.52 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of July 29, 2003 by and between Ventures National Incorporated, a Utah corporation (the "COMPANY"), and Dutchess Private Equities Fund, L.P., a Delaware limited...Investment Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards • Massachusetts
Exhibit 10.53 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 29, 2003, by and between Ventures National Incorporated, a company organized under the laws of State of Utah, with its principal executive...Registration Rights Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards • Massachusetts
ARTICLE I INTERESTNote Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.68 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement") dated as of November 20, 2003, between Laurus Master Fund, Ltd. ("Pledgee"), and Ventures-National Incorporated d/b/a Titan General Holdings, Inc. corporation...Stock Pledge Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.46 SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement") dated as of May 9, 2003 among Equinox Business Credit Corp. ("Senior Lender"), Ventures-National Incorporated ("Subordinated Lender") and Titan PCB East, Inc....Subordination Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards
Exhibit 10.47 AMENDMENT NO. 1 (this "Amendment") dated as of May 5, 2003, to the SECURITY AGREEMENT (the "Security Agreement") as of February 27, 2003, between Titan PCB East, Inc., a Delaware corporation (the "Company"), and Personal Resources...Security Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards • New York
Agreement This Agreement ("Agreement"), dated as of August 12, 2002, is between Titan EMS, Inc., a Delaware Corporation ("the "Company"), and Stephen Saul Kennedy ("Executive"). WHEREAS, the Company desires to engage Executive as its Vice President of...Employment Agreement • September 4th, 2002 • Ventures National Inc • Blank checks • California
andLoan Agreement • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
Exhibit 10.54 TITAN GENERAL HOLDINGS, INC. PLACEMENT AGENT AGREEMENT Dated as of: July 29, 2003. The undersigned, Titan General Holdings, Inc., a Utah corporation (the "COMPANY"), hereby agrees with Oftring & Company, Inc (the "PLACEMENTAGENT") and...Placement Agent Agreement • August 14th, 2003 • Ventures National Inc • Printed circuit boards • Delaware
CONSULTING AGREEMENT This consulting agreement ("Agreement"), effective as of September 9, 2002, is entered by and between Ventures-National Incorporated (dba Titan General Holdings, Inc.), a Nevada corporation ("the Company or "Company") and Dunlap &...Consulting Agreement • December 16th, 2002 • Ventures National Inc • Printed circuit boards • Florida
Exhibit 10.3 STOCKHOLDERS AGREEMENT between the COESEN INCORPORATED, a New Hampshire corporation with offices at P.O. Box 275, Hudson NH 03051 (Coesen), Howard Doane, Joseph Thoman and Alfred Covino (the Stockholders) dated March 5, 2003. The...Stockholders Agreement • March 11th, 2003 • Ventures National Inc • Printed circuit boards
ARTICLE I INTEREST & AMORTIZATIONConvertible Note • December 10th, 2003 • Ventures National Inc • Printed circuit boards • New York
July 1, 2002 Titan EMS, Inc. 1818 N. Farwell Avenue Milwaukee, WI 53202 414-283-2616 Attention: David Marks, President SVPC Partners, LLC 1855 Norman Avenue Santa Clara, CA 95054 Attention: David Marks, Manager Re: Amended Letter of Intent that amends...Letter of Intent • July 12th, 2002 • Ventures National Inc • Blank checks
U.S.$640,000 New York, New York February 27, 2003 FOR VALUE RECEIVED, TITAN PCB EAST, INC., a Delaware corporation (the "Maker") promises to pay to the order of the investors named on Schedule A hereto or any assigns thereof (collectively, the...Promissory Note • March 20th, 2003 • Ventures National Inc • Printed circuit boards • New York
LOGO]Engagement Agreement • August 20th, 2003 • Ventures National Inc • Printed circuit boards
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("Trilogy") by Titan General Holdings, Inc. ("TTGH" or the Company").
SECTION ONELease Agreement • March 20th, 2003 • Ventures National Inc • Printed circuit boards • Massachusetts
Exhibit 10.26 SECURITY AGREEMENT SECURITY AGREEMENT dated as of February 27, 2003, between Titan PCB East, Inc., a Delaware corporation (the "Company"), and Personal Resources Management, Inc. (the "Collateral Agent") as Collateral Agent on behalf of...Security Agreement • March 20th, 2003 • Ventures National Inc • Printed circuit boards • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2004 • Ventures National Inc • Printed circuit boards • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.
b) The directors of VNI immediately prior to the Effective Time shall irrevocably resign effective as of the close of business on the last day of the Gap Period (as hereinafter defined) and shall appoint the directors of Titan at the Effective Time as...Merger Agreement • September 4th, 2002 • Ventures National Inc • Blank checks • Delaware
