AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") is made this 23rd day of December, 1998, among Pandora's Golden Box, a Nevada corporation ("Pandora's"); Electronic Service Co., Inc., an Oklahoma corporation...Agreement and Plan of Reorganization • February 18th, 1999 • Pandoras Golden Box • Blank checks • Nevada
CONSULTANT COMPENSATION AGREEMENT NO. 2 THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made as of this 18th day of January, 1999, among Pandora's Golden Box, a Nevada corporation ("Pandora's"); and Leonard W. Burningham, Esq. and David R....Consultant Compensation Agreement • February 23rd, 1999 • Cole Computer Corp • Blank checks • Nevada
FORM OF WARRANT AGREEMENT BETWEEN WILSON HOLDINGS, INC. AND STANDARD REGISTRAR & TRANSFER COMPANY, INC. DATED AS OF _________, 2007Warrant Agreement • April 10th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Nevada
This Agreement, dated as of April __, 2007, is between Wilson Holdings, Inc., a Nevada corporation (the “Company”) and Standard Registrar & Transfer Company, Inc., a Utah corporation (the “Warrant Agent”).
WILSON HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2006 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 29, 2006 by and among Wilson Holdings, Inc., a Nevada corporation, (the “Company”), and each investor listed on Schedule 1 hereto (each such investor, individually, an “Investor” and, collectively, the “Investors”).
UNDERWRITING AGREEMENT 5,000,000 SHARES WILSON HOLDINGS, INC.Underwriting Agreement • May 15th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of February 14, 2007, by and between Wilson Holdings, Inc., a Nevada corporation (the “Company”), and Clark N. Wilson, an individual (“Executive”).
MASTER CONSTRUCTION LOAN AGREEMENTMaster Construction Loan Agreement • October 17th, 2005 • Wilson Holdings, Inc. • Retail-retail stores, nec • Texas
This Master Construction Loan Agreement (“Loan Agreement”), dated September 28, 2005, is made by and between Borrower and Lender, whose names and addresses are set forth below, in connection with the Loan described below.
WILSON HOLDINGS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2006 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 29, 2006 and is by and among Wilson Holdings, Inc., a Nevada corporation, with its principal office at 2700 Via Fortuna, Suite 400, Austin, TX 78746 (the “Company”), and each investor listed on Exhibit A hereto (each such investor individually, a “Purchaser” and, collectively, the “Purchasers”; such Purchasers and their transferors are hereinafter individually referred to as a “Holder” and, collectively, the “Holders”).
WILSON HOLDINGS, INC COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 5th, 2006 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
This Warrant (the “Warrant”) entitles [ ] (including any successors or assigns, the “Holder”), for value received, to purchase from Wilson Holdings, Inc., a Nevada corporation, at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m. on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern time, on the Expiration Date (as defined in Section 1 below) at which time this Warrant shall expire and become void, all or any portion of the vested Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject to the following terms and conditions:
MODIFICATION AND FORBEARANCE AGREEMENTModification and Forbearance Agreement • January 15th, 2009 • Green Builders, Inc • Land subdividers & developers (no cemeteries)
THIS MODIFICATION AND FORBEARANCE AGREEMENT (this “Modification”), made and entered into this 12th day of January, 2009, by and among WILSON FAMILY COMMUNITIES, INC., a Delaware corporation (“Borrower”), GREEN BUILDERS, INC., a Texas Corporation formerly known as WILSON CONVERSION, INC., a Texas corporation, successor by conversion to WILSON HOLDINGS, INC., a Nevada corporation (“Guarantor”), and GRAHAM MORTGAGE CORPORATION, a Texas corporation (“Holder”);
FOURTH AGREEMENT TO MODIFY LOAN DOCUMENTSFourth Agreement to Modify Loan Documents • May 15th, 2009 • Green Builders, Inc • Land subdividers & developers (no cemeteries) • Texas
THIS FOURTH AGREEMENT TO MODIFY LOAN DOCUMENTS (“Agreement”) is entered into as of May 11, 2009, by and among WILSON FAMILY COMMUNITIES, INC., a Delaware corporation (“Borrower”), RBC BANK (USA), formerly known as RBC CENTURA BANK, a North Carolina banking corporation (individually, as a “Lender” and as “Agent” for all “Lenders” [as defined below]), and INTERNATIONAL BANK OF COMMERCE, LAREDO, TEXAS, a Texas state banking association (individually, as a “Lender” and collectively, with RBC BANK, and FEDERAL DEPOSIT INSURANCE CORPORATION, receiver for FRANKLIN BANK SSB, a Texas state savings bank, “Lenders”). Borrower, Agent, and Lenders, for and in consideration of the recitals and mutual promises contained herein, confirm and agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • December 28th, 2005 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries)
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
WILSON HOLDINGS, INC. CONSULTING AGREEMENTConsulting Agreement • September 20th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Texas
This Consulting Agreement (“Agreement”) is made and entered into as of the 18th day of September 2007, by and between Wilson Holdings, Inc., a Nevada corporation (“Company”), and Arun Khurana (“Consultant”).
ContractBridge Note • November 17th, 2005 • Wilson Holdings, Inc. • Retail-retail stores, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE TRANSFERRED UNLESS IT IS REGISTERED UNDER SUCH ACT OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT.
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • March 17th, 2009 • Green Builders, Inc • Land subdividers & developers (no cemeteries) • Texas
This Agreement is made on the date stated below among the Borrower and Lender who are identified below. This Agreement relates to the manner of disbursement of the loan proceeds from the Note described below to or for the benefit of Borrower and for the construction of the Improvements on the Property described below. The Note is secured by a first and superior Deed of Trust lien on the Property.
SECOND AGREEMENT TO MODIFY LOAN DOCUMENTSLoan Modification Agreement • July 3rd, 2008 • Green Builders, Inc • Land subdividers & developers (no cemeteries) • Texas
THIS SECOND AGREEMENT TO MODIFY LOAN DOCUMENTS (“Agreement”) is entered into as of July 2, 2008, by WILSON FAMILY COMMUNITIES, INC., a Delaware corporation (“Borrower”), and RBC BANK (USA), formerly known as RBC CENTURA BANK, a North Carolina banking corporation (individually, as a “Lender” and as “Agent” for all “Lenders” [as defined below]), FRANKLIN BANK SSB, and INTERNATIONAL BANK OF COMMERCE, LAREDO, TEXAS, a Texas state banking association (individually, as a “Lender” and collectively, with RBC CENTURA BANK, “Lenders”). Borrower, Agent, and Lenders, for and in consideration of the recitals and mutual promises contained herein, confirm and agree as follows:
AGREEMENT TO MODIFY LOAN DOCUMENTSLoan Modification Agreement • June 27th, 2008 • Green Builders, Inc • Land subdividers & developers (no cemeteries) • Texas
THIS AGREEMENT TO MODIFY LOAN DOCUMENTS (“Agreement”) is entered into as of June 23, 2008, by WILSON FAMILY COMMUNITIES, INC., a Delaware corporation (“Borrower”), and RBC BANK (USA), formerly known as RBC CENTURA BANK, a North Carolina banking corporation (individually, as a “Lender” and as “Agent” for all “Lenders” [as defined below]), FRANKLIN BANK SSB, and INTERNATIONAL BANK OF COMMERCE, LAREDO, TEXAS, a Texas state banking association (individually, as a “Lender” and collectively, with RBC CENTURA BANK, “Lenders”). Borrower, Agent, and Lenders, for and in consideration of the recitals and mutual promises contained herein, confirm and agree as follows:
ACQUISITION OPTION AGREEMENT BY AND AMONG WILSON HOLDINGS, INC., GREEN BUILDERS, INC. AND THE STOCKHOLDERS OF GREEN BUILDERS, INC. December 14, 2006Acquisition Option Agreement • December 19th, 2006 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Texas
THIS ACQUISITION OPTION AGREEMENT (the “Agreement”) is made and entered into as of December 14, 2006 (the “Effective Date”) by and among Green Builders, Inc., a Texas corporation (“Target”), Wilson Holdings, Inc., a Nevada corporation (“Acquiror”), and the holders of securities of Target listed on Exhibit A, as such schedule may be amended from time to time with no further action by the parties hereto to add subsequent holders of securities of Target (individually, a “Stockholder”, and collectively, the “Stockholders”), and the spouses of the Stockholders, as applicable.
PROMISSORY NOTEPromissory Note • March 17th, 2009 • Green Builders, Inc • Land subdividers & developers (no cemeteries)
JOINT FILING AGREEMENTJoint Filing Agreement • October 10th, 2006 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries)
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
WARRANT AGREEMENTWarrant Agreement • April 24th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Florida
THIS WARRANT AGREEMENT, dated ____________, 2007, is by and between WILSON HOLDINGS, INC., a Nevada corporation (the “Company”) and CAPITAL GROWTH FINANCIAL, LLC (the “Representative”).
GREEN BUILDERS, INC. CONSULTING AGREEMENTConsulting Agreement • August 14th, 2008 • Green Builders, Inc • Land subdividers & developers (no cemeteries) • Texas
This Consulting Agreement (“Agreement”) is made and entered into as of the 13th day of May, 2008 by and between Green Builders, Inc., a Texas corporation (the “Company”), and Audrey Wilson (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
WILSON HOLDINGS, INC COMMON STOCK PURCHASE WARRANTWarrant Agreement • December 23rd, 2005 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • New York
This Warrant (the “Warrant”) entitles [ ] (including any successors or assigns, the “Holder”), for value received, to purchase from Wilson Holdings, Inc., a Nevada corporation, at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m. on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern time, on the Expiration Date (as defined in Section 1 below) at which time this Warrant shall expire and become void, all or any portion of the vested Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject to the following terms and conditions:
ContractSublease Agreement • October 17th, 2005 • Wilson Holdings, Inc. • Retail-retail stores, nec • Texas
THIS SUBLEASE AGREEMENT (“Sublease”) is made by and between Tejas Securities Group, Inc. (“Sublessor”) and Wilson Family Communities Inc., a Texas Corporation, (“Sublessee”), effective the 31st day of July 2005 (“Effective Date”).
LEASE AGREEMENTLease Agreement • November 14th, 2006 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries) • Texas
The term “Premises” shall mean Tenant’s Space (of which Tenant has exclusive use) and the Common Area (of which Tenant has non-exclusive use). By occupying the Tenant’s Space, Tenant shall be deemed to have accepted the Premises as suitable for the purpose herein intended.
AMENDMENT TO LETTER OF INTENTLetter of Intent • April 10th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries)
This letter agreement shall serve as an amendment to the letter of intent dated December 14, 2006 (the "Letter of Intent") between Wilson Holdings, Inc. (the “Company”) and Capital Growth Financial, LLC (the “Underwriter”).
BORROWING BASE LOAN AGREEMENT (Syndicated Revolving Line of Credit) between WILSON FAMILY COMMUNITIES, INC., a Delaware corporation 8121 Bee Caves Road, Austin, Texas 78746 and each “BORROWER PARTY” (as defined herein and which is a signatory hereto)...Borrowing Base Loan Agreement • August 14th, 2007 • Wilson Holdings, Inc. • Land subdividers & developers (no cemeteries)
This BORROWING BASE LOAN AGREEMENT (Syndicated Revolving Line of Credit) ("Agreement"), dated for reference purposes as of the date set forth on the cover page of this Agreement, is made and entered into by and between WILSON FAMILY COMMUNITIES, INC., a Delaware corporation, whose address is set forth above (“Wilson”) and/or each additional “Borrower Party” (as defined below and which is a signatory hereto) (Wilson and each and every Borrower Party individually and collectively, as applicable, shall be referred to in the singular as “Borrower”), and RBC CENTURA BANK, a North Carolina banking corporation, whose address is set forth above (individually, as a “Lender,” and as “Agent” for all “Lenders” [all as defined below]), and those certain Lenders listed on the signatures page(s) below. Borrower, Agent, and Lenders, for and in consideration of the recitals and mutual promises contained herein, confirm and agree as follows.
