New Harvest Capital Corp Sample Contracts

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COMMON STOCK PURCHASE WARRANT To Purchase 275,000 Shares of Common Stock of AZUR HOLDINGS, INC.
Azur Holdings, Inc. • March 9th, 2006 • 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).

EXTENSION AGREEMENT
Extension Agreement • July 20th, 2005 • New Harvest Capital Corp • Blank checks
RECITALS
Employment Agreement • July 20th, 2005 • New Harvest Capital Corp • Blank checks • Florida
ARTICLE I
Exchange Agreement • February 14th, 2006 • New Harvest Capital Corp • Blank checks • New York
GUARANTEE
Guarantee • February 14th, 2006 • New Harvest Capital Corp • Blank checks • New York
Contract
Securities 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”).

Contract
Warrant • 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 AGREEMENT
Employment 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 Agreement
Consulting 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 Corporation
Stock 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 AGREEMENT
Stock 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”).

AGREEMENT
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 AGREEMENT
Employment 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 AGREEMENT
Employment 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”).

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