EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and between On-Point Technology Systems, Inc., a Nevada corporationAsset Purchase Agreement • March 9th, 2001 • On Point Technology Systems Inc • Refrigeration & service industry machinery • Ohio
SETTLEMENT AGREEMENTSettlement Agreement • April 29th, 1999 • On Point Technology Systems Inc • Refrigeration & service industry machinery • Ohio
RECITALSLoan and Security Agreement • August 11th, 1998 • On Point Technology Systems Inc • Refrigeration & service industry machinery • California
Exhibit 10.5.2 AGREEMENT TO LEASE MACHINES AND PURCHASE PARTS THIS AGREEMENT is made and entered into on the dates indicated below by and between ON-POINT TECHNOLOGY SYSTEMS, INC., Nevada corporation with its principal office at 8444 Miralani Drive,...Lease Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery
Exhibit 10.27.2 AMENDMENT TO MASTER LEASE AGREEMENT THIS AMENDMENT TO MASTER LEASE AGREEMENT is made and entered into as of the 24th day of December, 1997 by and between On-Point Technology Systems, Inc., a Nevada corporation with its principle...Master Lease Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery
CONTRACTContract • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery • Virginia
andService Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery • Illinois
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2004 • Global Epoint Inc • Refrigeration & service industry machinery • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2004 among Global ePoint, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • May 23rd, 2005 • Global Epoint Inc • Refrigeration & service industry machinery • California
THIS WARRANT CERTIFIES THAT for value received, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Global ePoint, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of May 20, 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
GLOBAL ePOINT, INC. WARRANT ASecurities Agreement • May 25th, 2006 • Global Epoint Inc • Refrigeration & service industry machinery
Global ePoint, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.03 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $3.58 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the fifth anniversary of the Effective Date (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are
SERVICES AGREEMENTServices Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery
GLOBAL ePOINT, INC. WARRANT BSecurities Agreement • May 25th, 2006 • Global Epoint Inc • Refrigeration & service industry machinery
Global ePoint, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to an amount of shares of common stock, $0.03 par value per share of the Company (the “Common Stock”) equal to (a) $ ,1 divided by the (b) lowest of (i) $2.76 (as adjusted for stock splits, stock dividends, stock combinations and other similar events), (ii) the Closing Price on the Trading Day prior to the Effective Date, (iii) the Closing Price on the Trading Day prior to the day shareholder approval is obtained pursuant to Section 17(b) of the Series E Certificate of Designations, or (iv) if the registration statement is not declared effective, the Trading Day prior to the day any shares of Common Stock issuable pursuant to this Warrant B can be sold under Rule 144 (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.01 per
1 Exhibit 10.3.4 AMENDMENT #3 TO CONTRACT 00117 ELECTRONIC LOTTERY TICKET DISPENSERS 1. Contract 00117 between the Missuri Lottery and Lottery Enterprises Inc. shall be renewed for the period of July 1, 1996 through June 30, 1997 subject to the...Contract 00117 • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery
Exhibit 10.27 MASTER LEASE AGREEMENT # (5/95) This Master Lease Agreement dated and effective as of March 1, 1995 between Lottery Enterprises, Inc., a Nevada corporation, with its principal office at 9190 Activity Road, San Diego, CA 92111 (the...Master Lease Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery • California
ARTICLE 1. RIGHT OF HOLDER TO DEMAND PREPAYMENTConvertible Note Agreement • April 19th, 2001 • On Point Technology Systems Inc • Refrigeration & service industry machinery • New York
RECITALSLoan and Security Agreement • June 2nd, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery • California
Global ePoint, Inc. Shares of Series B Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • May 23rd, 2005 • Global Epoint Inc • Refrigeration & service industry machinery • California
Global ePoint, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement with Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd. (collectively, the “Purchasers”) and M.A.G. CAPITAL, LLC (“MAG”), as set forth below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2006 • Global Epoint Inc • Refrigeration & service industry machinery • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of May 23, 2006, among Global ePoint, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2006 • Global Epoint Inc • Refrigeration & service industry machinery • Nevada
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 23, 2006, among Global ePoint, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each such investor is a “Purchaser” and all such investors are, collectively, the “Purchasers”).
1 Exhibit 10.28 DISTRIBUTOR AGREEMENT THIS AGREEMENT is made and entered into by and between ON-POINT TECHNOLOGY SYSTEMS, INC., a Nevada corporation, with its principal place of business at 8444 Miralani Drive, San Diego., California 92126...Distributor Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery
ORIGINAL AMENDMENT TO MASTER LEASE AGREEMENT THIS AMENDMENT TO MASTER LEASE AGREEMENT is made and entered into as of the 24th day of December, 1996 by and between On-Point Technology Systems, Inc., formerly Lottery Enterprises, Inc., a Nevada...Master Lease Agreement • March 31st, 2000 • On Point Technology Systems Inc • Refrigeration & service industry machinery
International VoIP AgreementInternational Voip Agreement • July 22nd, 2003 • Global Epoint Inc • Refrigeration & service industry machinery
This International VoIP Agreement (“Agreement”) is entered into on this 17 day of December, 2001 between Fusion Telecommunications International, Inc., a Delaware corporation (“Fusion”), and Global ePoint, Inc., a Nevada corporation (“Global ePoint”), referred to individually as a “Party” and collectively as “Parties.”
SECURITY AGREEMENTSecurity Agreement • June 14th, 2005 • Global Epoint Inc • Refrigeration & service industry machinery • California
THIS SECURITY AGREEMENT dated as of June 7, 2005 (“Security Agreement”), is made by ASTROPHYSICS, INC., a California corporation (“Grantor”), in favor of GLOBAL EPOINT, INC., a Nevada corporation (“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2005 • Global Epoint Inc • Refrigeration & service industry machinery • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2005, among Global ePoint, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ADDENDUM TO ASSET AGREEMENT (“Addendum”)Asset Agreement • May 11th, 2004 • Global Epoint Inc • Refrigeration & service industry machinery
This Addendum is ma de and entered into this 21st day of April 2004 by and between GLOBAL EPOINT, INC. (the “Buyer” or “Global”)), and GREENICK, INC. doing business as AIRWORKS, INC. (“Seller”) to amend modify and supplement that ASSET AGREEMENT (“APA”) made and entered into as of the 15th day of April, 2004. All definitions in the APA shall apply in this Addendum.
TERMINATION OF AGREEMENT This Termination of Agreement is made and entered into on the 19th day of March, 1998, by and between ON-POINT TECHNOLOGY SYSTEMS, INC., a Nevada corporation (previously known as Lottery Enterprises, Inc.) ("ON-POINT") and...Termination of Agreement • March 31st, 1998 • On Point Technology Systems Inc • Refrigeration & service industry machinery • California
SUBORDINATION AGREEMENTSubordination Agreement • June 14th, 2005 • Global Epoint Inc • Refrigeration & service industry machinery • California
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of June 7, 2005, by and among GLOBAL EPOINT, INC., a Nevada corporation (“Junior Creditor”), ASTROPHYSICS, INC., a California corporation (the “Company”), and JOHN PAN, an individual resident of the state of California (“Senior Creditor”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Senior Security Agreement described below.
OLT AGREEMENT (EXHIBIT C) PARTIESOlt Agreement • March 9th, 2001 • On Point Technology Systems Inc • Refrigeration & service industry machinery • Ohio
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 3rd, 2004 • Global Epoint Inc • Refrigeration & service industry machinery • California
THIS ASSET PURCHASE AGREEMENT, made as of the 5th day of April, 2004, by and between Global ePoint, Inc., a Nevada corporation (“Buyer”) and Next Venture, Inc. d/b/a/ Sierra Group, a California corporation (“Company”).
AGREEMENT AND PLAN OF REORGANIZATION by and among GLOBAL EPOINT, INC. TOPS ACQUISITION LLC TOPS DIGITAL SECURITY, INC. and CERTAIN SHAREHOLDERS OF TOPS DIGITAL SECURITY, INC. Dated as of March 27, 2006Agreement and Plan of Reorganization • May 22nd, 2006 • Global Epoint Inc • Refrigeration & service industry machinery • California
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2006, is by and among Global ePoint, Inc., a Nevada corporation (“Parent”), Tops Acquisition LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (the “Purchaser”), TOPS Digital Security, Inc., a California corporation (the “Seller”) and the undersigned shareholders of the Seller (each a “Shareholder” and collectively the “Shareholders”).
Stock Distribution AgreementStock Distribution Agreement • April 29th, 2004 • Global Epoint Inc • Refrigeration & service industry machinery • California
This Stock Distribution Agreement dated as of August 8, 2003 (the “Agreement”) is by and between Global ePoint, Inc., a Nevada corporation (“GEPT”) and McDigit, Inc., a California corporation (“McDigit”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2002 • Global Epoint Inc • Refrigeration & service industry machinery
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as of the 14th day of June, 2001 by and between Global ePoint, Inc. (formerly On-Point Technology Systems, Inc.), a Nevada corporation (the “Company”) and Frederick Sandvick (the “Executive”) in accordance with the following facts and objectives.
SECURITY AGREEMENTSecurity Agreement • April 17th, 2007 • Global Epoint Inc • Refrigeration & service industry machinery • California
Global Airworks, Inc., a California corporation (“Borrower”), has issued to Hu Cheng-Lien (“Lender”) that certain Loan Agreement dated January 15, 2007 pursuant to which Lender may make loans and advances to Borrower (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Note”), and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Security Agreement (this “Agreement”) (all of the foregoing, together with the Note, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”).
LOAN AGREEMENTLoan Agreement • April 17th, 2007 • Global Epoint Inc • Refrigeration & service industry machinery • California
This Loan Agreement (this “Agreement”) is entered into as of January 15, 2007 (the “Effective Date”), by and between Global Airworks, Inc., a California corporation having a principal place of business located at 350 S. Cheryl Lane, City of Industry, CA 91789 (the “Borrower”), and HU CHENG-LIEN, an individual whose address is 2050 Ringwood Avenue, San Jose, California 95131 (the “Lender”).
EXHIBIT D to Subscription Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2005 • Global Epoint Inc • Refrigeration & service industry machinery • California
AGREEMENT dated as of May 20, 2005, between M.A.G. Capital, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP and Monarch Pointe Fund, Ltd. (collectively, the “Funds”) and M.A.G. Capital, LLC (“MAG”) (the Funds and MAG are referred to individually as a “Holder” and collectively as the “Holders”), and Global ePoint, Inc., a Nevada corporation (the “Company”).
