FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT to that certain Agreement, dated September 15, 1998, is made this 29thday of September, 1998, between and among SIR WORLDWIDE, LLC, a California Limited Liability Company ("SIR" or "Seller"), CHANNEL...Agreement • October 8th, 1998 • Powercold Corp • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2004 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • 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 Warrants referred to therein.
AGREEMENTAsset Purchase Agreement • October 8th, 1998 • Powercold Corp • Blank checks
POWERCOLD CORPORATION SECURITIES PURCHASE AGREEMENT July 29, 2004Securities Purchase Agreement • November 12th, 2004 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of July 29, 2004, by and between POWERCOLD CORPORATION, a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Stock Pledge Agreement (this “Agreement”), dated as of July 29, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), PowerCold Corporation, 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”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Agreement (this “Agreement”) is dated as of the 29the day of July, 2004 among POWERCOLD CORPORATION, a Delaware corporation (the "Company"), Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser"), and Loeb & Loeb LLP, a California limited liability partnership (the "Escrow Agent"):
POWERCOLD CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2007 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip
THE COMPANY HAS THE RIGHT TO ACCEPT OR REJECT THIS SUBSCRIPTION, IN WHOLE OR IN PART, FOR ANY REASON AND AT ANY TIME PRIOR TO THE CLOSING DATE OF THIS OFFERING, NOTWITHSTANDING PRIOR RECEIPT BY THE SUBSCRIBER OF NOTICE OF ACCPTANCE OF SUBSCRIPTION.
CLEARING ACCOUNT AGREEMENT [SOFT]Clearing Account Agreement • October 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip
This CLEARING ACCOUNT AGREEMENT (the "Agreement") is entered into this 29 th day of July 2004 by and among (A) Commerce Bank, N.A., having its principal place of business at 1701 Route 70 East, Cherry Hill, New Jersey, 08034 (the "Clearing Bank"), (B) POWERCOLD CORPORATION, having its principal place of business at 115 Canfield Street, LaVernia, TX 78121; PowerCold Products, Inc., 115 Canfield Street, LaVernia, TX 78121; PowerCold ComfortAir Solutions, Inc., 12345 Starkey Avenue, Largo, FL 33773 (each of the entities referred to in this clause (B), the "Borrower"), and (C) LAURUS MASTER FUND, LTD., having its principal place of business at 825 Third Avenue, 14th Floor, New York, NY 10022 (together with its successors and assigns, the "Lender").
EXCLUSIVE AGENCY AGREEMENTExclusive Agency Agreement • January 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip
This Agreement is made & entered into this 15th day of February 2002 by and between Power Cold, Inc. a corporation organized & existing under the laws of the State of New Jersey, and having its principal business located at P. O. Box 444, Wood-Ridge, New Jersey 07075 U.S.A. (hereafter known as the Company) and Shun Cheong Electric Engineering Co., Ltd. a business organized and existing under the laws of Hong Kong located at (hereafter known as the Agent), and having its principle place of business at Room 201, Premier Centre, 20 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong SAR, PRC.
ContractWarrant Agreement • November 12th, 2004 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • 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 POWERCOLD CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Term Note • June 30th, 2006 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • 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, (THE "SECURITIES ACT") 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 EITHER: 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 POWERCOLD CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
December 21, 2004 Powercold CorporationRegistration Rights Agreement • January 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SENIOR SUBORDINATED BRIDGE NOTE ADDENDUMSenior Subordinated Bridge Note Addendum • February 1st, 2007 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip
POWERCOLD CORPORATION, a Nevada corporation (the “Borrower”), hereby extends the attached SENIOR SUBORDINATED BRIDGE NOTE, dated August 30, 2006, including all terms an conditions, one month to December 31, 2006 for the designated “Holder” .
LETTER OF COMMITMENT BETWEENLetter of Commitment • January 18th, 2005 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
This Letter of Commitment ("Letter") is entered into this 9th day of August, 2004 ("Effective Date"), by and between York International Corporation, Unitary Products Group (“York”) and PowerCold ComfortAir Solutions, Inc. (“PowerCold”), which parties are collectively referred to herein as the "Companies."
ROYALTY AGREEMENT THIS ROYALTY AGREEMENT is made effective September 14, 1998, between CHANNEL FREEZE TECHNOLOGIES, INC., a Nevada Corporation, ("Company" or "Assignee"), and SIR WORLDWIDE, LLC, a California Limited Liability Corporation ("Assignor...Royalty Agreement • October 8th, 1998 • Powercold Corp • Blank checks
OMNIBUS AMENDMENTOmnibus Amendment • June 30th, 2006 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Omnibus Amendment, dated June 26, 2006, by and between POWERCOLD CORPORATION, a Nevada corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending and restating the terms of that certain Secured Convertible Term Note, dated as of July 29, 2004 (as amended, modified and/or supplemented from time to time, the “Term Note”) issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of July 29, 2004 by and between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Purchase Agreement” and, together with the Term Note, the “Loan Documents”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
ContractSenior Subordinated Bridge Note • February 1st, 2007 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
THIS NOTE, THE WARRANT, AND THE COMMON SHARES ISSUABLE UNDER THE NOTE OR WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THIS NOTE, THE WARRANT, AND THE COMMON SHARES ISSUABLE UNDER THIS NOTE AND/OR WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EITHER: 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 POWERCOLD CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
