ARTICLE 1Merger Agreement • August 29th, 2003 • Coach Industries Group Inc • Retail-miscellaneous retail • Nevada
Sincerely, AGREED: /s/ JEFF DOUTHWAITE --------------------------------- /s/ CLIFFORD M. JOHNSTON Jeff Douthwaite dba Marketart ------------------------ Clifford M. Johnston DATE: 3/26/97 Consultant --------------------------------- 3 PROMISSORY NOTE...Settlement Agreement • February 3rd, 1998 • Pan Environmental Corp • Retail-miscellaneous retail
WHEREAS:Common Stock Purchase Agreement • June 3rd, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • Nevada
EXHIBIT 10.3 CONSULTING AGREEMENT DATED AUGUST 29, 2003 BY AND BETWEEN COACH INDUSTRIES GROUP, INC.AND MICHAEL STEINBERG. THIS AGREEMENT, effective the 29th day of August, 2003 (the "Agreement"), is by and between Michael Steinberg (the "Consultant"),...Consulting Agreement • August 29th, 2003 • Coach Industries Group Inc • Retail-miscellaneous retail • Florida
AGREEMENT:Employment Agreement • December 21st, 2000 • Searchhound Com Inc • Retail-miscellaneous retail • Missouri
1 EXHIBIT 2.7 STATE OF NEVADA ARTICLES OF MERGER Pursuant to the Nevada Revised Statues, the undersigned corporation executed the following Articles of Merger: FIRST: The name of the surviving corporation is PAN International Gaming, Inc., a Nevada...Merger Agreement • April 30th, 1999 • Pan Environmental Corp • Retail-miscellaneous retail
1 Exhibit 2.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is dated the 4th day of May, 2000, and entered into by and among Cohen Capital Technologies, L.L.C., a Missouri limited liability company ("COHEN CAPITAL"), Kirk C. Reivich, an individual...Stock Purchase Agreement • August 4th, 2000 • Pan International Gaming Inc • Retail-miscellaneous retail • Missouri
ASSIGNMENT DATE: May 4, 2000 PARTIES: PAN International Gaming, Inc. ("PAN"), a Nevada corporation, as Assignor and Bristol Media, Ltd. ("Bristol"), a Vancouver, B.C. corporation, as Assignee PAN hereby grants the option and Bristol accepts the option...Assignment • August 14th, 2000 • Searchhound Com Inc • Retail-miscellaneous retail
AGREEMENT:Executive Employment Agreement • August 14th, 2000 • Searchhound Com Inc • Retail-miscellaneous retail • Missouri
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • 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 (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note, and the Warrant referred to therein.
WHEREAS:Registration Rights Agreement • June 3rd, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • Nevada
ContractWarrant Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York
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 EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COACH INDUSTRIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
1 REPRESENTATION AGREEMENT AGREEMENT made this 2nd day of January, 1998 by and between TCKTS, L.L.C. dba Bristol Media, Ltd. ("Bristol") and PAN Environmental Corporation, a Delaware corporation ("the Company"). WITNESS THAT: WHEREAS, Bristol is a...Representation Agreement • October 1st, 1998 • Pan Environmental Corp • Retail-miscellaneous retail • Washington
EXHIBIT 2.2 AGREEMENT AND PLAN OF BUSINESS COMBINATION THIS AGREEMENT, entered into this 14th day of April, 2000, by and between PAN International Gaming, Inc., a Nevada corporation (hereinafter "PAN"), as Acquirer and Searchound.com 2000 Ltd., a...Business Combination Agreement • August 4th, 2000 • Pan International Gaming Inc • Retail-miscellaneous retail
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 29, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), Coach Industries Group, Inc., a Nevada corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of COACH INDUSTRIES GROUP, INC.Security Agreement • December 7th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, [ ] (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 of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coach Industries Group, Inc., a Nevada corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be [$0.75/$0.50], subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein sh
ContractWarrant Agreement • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
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 EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COACH INDUSTRIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
This Agreement (this “Agreement”) is dated as of the 29th day of September, 2004 among Coach Industries Group, Inc., a Nevada corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
EXHIBIT 2.5 DIVESTITURE AGREEMENT DATE: January 2, 1995Divestiture Agreement • February 3rd, 1998 • Pan Environmental Corp • Retail-miscellaneous retail
RECITALSEmployment Agreement • April 26th, 2000 • Pan International Gaming Inc • Retail-miscellaneous retail
This Employment Agreement (identified as the "Agreement") is entered into as of the 15th day of April 2000 and the terms and conditions outlined herein will commence on April 15, 2000 ("Effective Date"), by and between PAN International Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Clifford M. Johnston, an individual ("Employee") (both of whom are sometimes hereinafter referred to collectively as the "Parties" and each individually as a "Party").
COACH INDUSTRIES GROUP, INC. SECURITIES PURCHASE AGREEMENT October , 2005Securities Purchase Agreement • November 10th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October __, 2005, by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
KAUFMAN & ASSOCIATES, INC. LETTERHEAD] FINDER'S FEE AGREEMENT This Finder's Fee Agreement ("Agreement") is made between Kaufman & Associates, Inc., an Illinois corporation ("KAI") and the undersigned ("Client") as of the 4th day of August, 1998. For...Finder's Fee Agreement • October 1st, 1998 • Pan Environmental Corp • Retail-miscellaneous retail • Illinois
ContractSecured Convertible Term Note • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COACH INDUSTRIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
1 EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 1998 • Pan Environmental Corp • Retail-miscellaneous retail
RECITALSSettlement and Option Agreement • February 3rd, 1998 • Pan Environmental Corp • Retail-miscellaneous retail • Washington
AMERICAN-SPRINGFIELD, LLC OPERATING AGREEMENTOperating Agreement • June 1st, 2006 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • Florida
THIS AGREEMENT (this “Agreement”) is entered into and effective as of December 31, 2005, by and between American-Springfield, LLC, a Florida limited liability company (the “Company”), and the persons executing this Agreement as Members.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2005, among Coach Industries Group, Inc., a Nevada corporation (the “Company”), and each Purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”), each a “party” and collectively the “parties.”
EXCLUSIVE AGENCY AGREEMENTExclusive Agency Agreement • November 2nd, 2006 • Coach Industries Group Inc • Motor vehicles & passenger car bodies • Georgia
THIS EXCLUSIVE AGENCY AGREEMENT (this “Agreement”), is made and entered into this 1th day of October 2006, by and between CREATIVE INSURANCE MANAGERS, INC. (hereinafter “Agent”), a corporation organized and existing under the laws of the State of Georgia, having its principal offices at 3855 Shallowford Road Marietta, GA 30062, and SUBCONTRACTING CONCEPTS, INC. (hereinafter “Customer”), a corporation organized and existing under the laws of the State of New York, having its principal offices at 1 Lawrence Street, Glens Falls, NY 12801. This Agreement replaces the prior Agency Agreement that was entered into on April 4, 2002.
RECITALSConsulting Agreement • April 26th, 2000 • Pan International Gaming Inc • Retail-miscellaneous retail
This Consulting Agreement (identified as the "Agreement") is entered into as of the 15th day of April 2000 and the terms and conditions outlined herein will commence on April 15, 2000 ("Effective Date"), by and between PAN International Gaming, Inc., a Nevada corporation ("Employer" or the "Company") and Constance Swedberg, an individual ("Consultant") (both of whom are sometimes hereinafter referred to collectively as the "Parties" and each individually as a "Party").
COACH INDUSTRIES GROUP, INC. SECURITIES PURCHASE AGREEMENT September 29, 2004Securities Purchase Agreement • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2004, by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2005 • Coach Industries Group Inc • Motor vehicles & passenger car bodies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2005, by and among Coach Industries Group, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
Cadillac Master Coachbuilder AgreementCadillac Master Coachbuilder Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • Michigan
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
The subject company, Subcontracting Concepts, Inc., a New York corporation (the “Debtor”) from time to time incurs obligations direct, indirect and/or contingent to North Fork Bank (“North Fork”) and Laurus Master Fund, Ltd. (“Laurus”), a Cayman Islands company, having an office located at c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, New York 10022 (hereinafter sometimes each referred to as a Creditor and collectively as “Creditors”), some or all of which obligations are or may be secured, either wholly or partially, by Collateral. The Creditors desire to agree among themselves as to the relative priority of their respective security interests in Collateral. It is hereby agreed:
COACH INDUSTRIES GROUP, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
ESCROW AGREEMENTEscrow Agreement • October 6th, 2004 • Coach Industries Group Inc • Retail-miscellaneous retail • Florida
THIS ESCROW AGREEMENT (the “Agreement”), is entered into as of the 29th day of September, 2004, by and among Laurus Master Fund, Ltd. (“Laurus”), Coach Industries Group, Inc. (“CIGI”) and Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (the “Escrow Agent”).
