REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 14, 2006, among Azur Holdings, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such...Registration Rights Agreement • February 14th, 2006 • New Harvest Capital Corp • Blank checks
COMMON STOCK PURCHASE WARRANT To Purchase 275,000 Shares of Common Stock of AZUR HOLDINGS, INC.Security Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Guzov Ofsink, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azur Holdings, Inc., a Delaware corporation (the “Company”), up to 275,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.3 SUBSCRIPTION AGREEMENT New Harvest Capital Corporation 225 West 37th Street New York, NY 10018 Dear Sirs: The undersigned (the "Investor") hereby tenders his subscription for and offers to acquire 700,000 shares of Common Stock (the...Subscription Agreement • June 25th, 2002 • Harvest Capital Corp • Blank checks
EXTENSION AGREEMENTExtension Agreement • July 20th, 2005 • New Harvest Capital Corp • Blank checks
RECITALSEmployment Agreement • July 20th, 2005 • New Harvest Capital Corp • Blank checks • Florida
ARTICLE IExchange Agreement • February 14th, 2006 • New Harvest Capital Corp • Blank checks • New York
GUARANTEEGuarantee • February 14th, 2006 • New Harvest Capital Corp • Blank checks • New York
ContractSecurities Purchase Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • New York
SECURITIES PURCHASE AGREEMENT, dated as of March 8, 2006 (this “Agreement”), between AZUR HOLDINGS, INC., a Delaware corporation with principal executive offices at 101 NE 3rd Avenue, Suite 1220, Fort Lauderdale, Florida 33301 (the “Company”), and GRAYBRICK PARTNERS I LLC, a Delaware limited liability company with its principal offices at 509 Madison Avenue, 15th Floor, New York, New York 10022 (the “Purchaser”).
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...Convertible Security Agreement • February 14th, 2006 • New Harvest Capital Corp • Blank checks • New York
ContractWarrant Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • New York
THIS WARRANT 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 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT, (the “Agreement”), entered into on the 28th day of February 2006 and effective as of the 1st day March 2006 (the “Effective Date”), by and between Donald C. Winfrey (the “Executive”), and Azur Holdings, Inc., a Delaware corporation (collectively the “Corporation”).
RECITALS:Waiver Agreement and Amendment • February 14th, 2006 • New Harvest Capital Corp • Blank checks
Consulting Services AgreementConsulting Services Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Delaware
STOCK PURCHASE AGREEMENT Dated as of January 14, 2005 by and among Jim Ditanna and Ruth Shepley and/or their Assigns and Certain Selling Shareholders of New Harvest Capital CorporationStock Purchase Agreement • February 2nd, 2005 • Harvest Capital Corp • Blank checks • New York
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of January ___, 2005, by and among Jim Ditanna and Ruth Shepley, and/or their assignees (collectively, the "Purchasers") and each Seller, as set forth in Exhibit A to this Agreement (collectively, the "Sellers"),
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 2nd, 2006 • Azur Holdings, Inc. • Blank checks • New York
STOCK PURCHASE AGREEMENT, dated as of the 26th day of April 2006 (this “Agreement”), between AZUR HOLDINGS, INC., a Delaware corporation with principal executive offices at 101 NE 3rd Avenue, Suite 1220, Fort Lauderdale, Florida 33301 (the “Company”), and CAPITALSWISS LIMITED, with its principal offices at Weinplaz 10 8001 Zurich, Switzerland (the “Purchaser”).
AGREEMENTCo-Ownership Agreement • August 10th, 2006 • Azur Holdings, Inc. • Blank checks • Mississippi
THIS AGREEMENT is made and entered into this 4th day of August 2006 and effective as of the 28th day of July 2006 (the “Effective Date”) by and between Azur Shell Landing Development II LLC, a Mississippi limited liability company (“ASLD II”), Azur Holdings, Inc., a Delaware corporation (“AHI”), Azur Shell Landing Resort Inc., a Mississippi corporation (“ASLR”), Azur International, Inc., a Nevada corporation (“Azur”), and Forsythe Partners, LLC, a Mississippi limited liability company (“Forsythe”). Collectively, the above entities are referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Florida
This Employment Agreement (the “Agreement”), entered into as of the 28th day of February 2006 and effective as of the 1st day of March 2006 (the “Effective Date”) by and between Azur Holdings, Inc., a Delaware company (“Corporation”), and Donald Goree (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT, (the “Agreement”), entered into on the 28th day of February 2006 and effective as of the 1st day of March 2006 (the “Effective Date”), by and between Albert J. Lazo (the “Executive”), and Azur Holdings Inc., a Delaware corporation (the “Company”).
CONSULTING AND INVESTMENT BANKING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated as of June 1, 2005, is made by and between Venture Fund I, Inc., a Nevada corporation, whose address is 15318 Climbing Branch Drive, Houston,...Consulting and Investment Banking Services Agreement • July 20th, 2005 • New Harvest Capital Corp • Blank checks • Delaware
