BY AND AMONGAgreement and Plan of Merger • August 8th, 2003 • Immunotechnology Corp • Blank checks • California
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • Immunotechnology Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated August 12, 2004, (“Effective Date”) between Petals Decorative Accents LLC (including, as the context may require, its subsidiaries, the “Company”), a Delaware limited liability company located at 90 Grove Street, Suite 206, Ridgefield CT 06877, and Christopher Topping, (“Topping”), currently residing at 56 Doyer Avenue, Apartment 3D, White Plains, NY 10605.
ARTICLE I. DEFINITIONSImmunotechnology Corp • August 8th, 2003 • Blank checks
AGREEMENT OF ASSIGNMENT AND ASSUMPTION OF LIABILITIESAgreement of Assignment and Assumption of Liabilities • July 7th, 2006 • Immunotechnology Corp • Blank checks • Delaware
This AGREEMENT OF ASSIGNMENT AND ASSUMPTION OF LIABILITIES dated as of June 30, 2006, is entered into by and between Petals Decorative Accents, LLC, a Delaware limited liability company (“Petals”) and ImmunoTechnology Corporation, a Delaware corporation (“Immuno”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Contribution Agreement as (defined below).
REVOLVING CREDIT NOTERevolving Credit Note • November 20th, 2006 • Petals Decorative Accents, Inc. • Retail-catalog & mail-order houses
This Note and the Loans evidenced by it shall bear interest at the rate equal to five (5%) percent per year, on the basis of a 360-day year and actual number of days elapsed. Accrued interest shall be payable quarterly in arrears by the Borrower within ten calendar (10) days from the end of each calendar quarter.
PETALS DECORATIVE ACCENTS, LLC NONNEGOTIABLE UNSECURED PROMISSORY NOTEImmunotechnology Corp • July 7th, 2006 • Blank checks • Connecticut
Petals Decorative Accents, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), for value received, hereby promises to pay to the order of __________________________ or registered assigns (the “Holder”), the principal amount at maturity of [1.4 x PURCHASE PRICE] dollars ($_________) (the “Redemption Amount”) on December 31, 2007 (the “Maturity Date”), or such earlier date as this Note is required to be repaid as provided hereunder. This Note is one of a series of subordinated nonnegotiable unsecured promissory notes of like tenor issued by the Company pursuant to a subscription offering dated April __, 2006. As used herein, the term “Notes” shall mean all of the nonnegotiable unsecured promissory notes issued pursuant to such subscription offering, and the term “Note” shall mean any one of said Notes.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 20th, 2006 • Petals Decorative Accents, Inc. • Retail-catalog & mail-order houses • Connecticut
THIS LOAN AND SECURITY AGREEMENT (the "Agreement") made as of the 15th day of July, 2006 by and among PETALS DECOARTIVE ACCENTS, INC., a Delaware corporation, with its principal office and place of business at 90 Grove Street, Ridgefield, CT 06877 (the "Borrower"), Southridge Partners LP, a Delaware limited partnership and Southshore Capital Fund Ltd., a Cayman Island corporation (the "Lenders"). The Borrower and the Lenders are sometimes referred to in this Agreement as (the "parties”).
CONSENT TO TRANSFER OF TERM LOANS June 22, 2006Immunotechnology Corp • July 7th, 2006 • Blank checks
Reference is made to that certain Amended Loan and Security Agreement by and among Petals Decorative Accents LLC (“Petals”), Southshore Capital Fund, Ltd. (“Southshore”) and Southridge Partners, LP (“Southridge”), dated January 3, 2005, as amended on November 30, 2005 (the “Amended Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Loan Agreement.
CONSENT TO TRANSFER OF LEASE June 22, 2006Transfer of Lease • July 7th, 2006 • Immunotechnology Corp • Blank checks
Reference is made to that certain Lease Agreement, dated January 16, 2006, by and between Petals Decorative Accents LLC (“Petals”), and Southridge Holdings LLC in connection with certain premises consisting of office space located at 90 Grove Street, Ridgefield CT 06877 (the “Lease”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease.
REVOLVING CREDIT NOTERevolving Credit Note • November 20th, 2006 • Petals Decorative Accents, Inc. • Retail-catalog & mail-order houses
This Note and the Loans evidenced by it shall bear interest at the rate equal to five (5%) percent per year, on the basis of a 360-day year and actual number of days elapsed. Accrued interest shall be payable quarterly in arrears by the Borrower within ten calendar (10) days from the end of each calendar quarter.
AGREEMENT ---------Agreement Of • August 8th, 2003 • Immunotechnology Corp • Blank checks • California
SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2006 • Immunotechnology Corp • Blank checks • Connecticut
CONSENT TO TRANSFER OF LEASE June 20, 2006Transfer of Lease • July 7th, 2006 • Immunotechnology Corp • Blank checks
Reference is made to that certain Lease Agreement, dated August 24, 2005, by and among Petals Decorative Accents LLC (“Petals”), Oscar Smith and Peggy Smith in connection with certain premises consisting of a warehouse building of approximately 54,000 square feet, and an adjacent paved parking area located at 1108 Vaughn Drive, Portland Tennessee 37148 (the “Lease”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease.
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • July 7th, 2006 • Immunotechnology Corp • Blank checks
WHEREAS, pursuant to that certain Contribution Agreement dated as of the date hereof (the “Contribution Agreement”) by and between Petals and Immuno, Immuno has agreed to purchase the Acquired Assets in exchange for the consideration specified therein and the assumption by the buyer of the Assumed Liabilities;
BETWEENContribution Agreement • June 30th, 2006 • Immunotechnology Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • Immunotechnology Corp • Blank checks • Connecticut
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 31, 2006, between Petals Decorative Accents, Inc., (the “Company”), a Delaware corporation, and Stephen M. Hicks (the “Executive”), a resident of Connecticut.
CONSULTING AND ACQUISTION MANAGEMENT AGREEMENT This Consulting and Acquisition Management Agreement effective the 1st day of July, 2003 by and between Ultimate Security Systems Corporation ("USSC"), a Nevada corporation (the "Company") Dollars and...Consulting and Acquistion Management Agreement • August 8th, 2003 • Immunotechnology Corp • Blank checks • Florida
1 Exhibit 20.02 AGREEMENT AND PLAN OF MERGER BY AND AMONG IMMUNOTECHNOLOGY, INC., a Delaware corporation ULTIMATE SECURITY SYSTEMS CORPORATION, a Nevada corporation AND THE OTHER PARTIES SIGNATORY HERETO Dated as of April 21, 2003 TABLE OF CONTENTS...Agreement and Plan of Merger • April 23rd, 2003 • Immunotechnology Corp • Blank checks
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • Immunotechnology Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated October 1, 2004, (“Effective Date”) between Petals Decorative Accents LLC (including, as the context may require, its subsidiaries, the “Company”), a Delaware limited liability company located at 90 Grove Street, Suite 206, Ridgefield CT 06877, and James Hersh, (“Hersh”), currently residing at 7 Castle Lane Newtown, CT 06470.
