1 Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated December 30, 1998, and is by and between QUASAR PROJECTS COMPANY, a Delaware corporation (the "Company"), DIVA ACQUISITION CORP.,...Agreement and Plan of Reorganization • August 9th, 1999 • Diva Entertainment Inc • Blank checks • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 23, 2005,...IGIA, Inc. • December 28th, 2005 • Electric housewares & fans • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 23, 2005,...IGIA, Inc. • December 28th, 2005 • Electric housewares & fans • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 23rd, 2005, by and among Igia, Inc., a Delaware corporation with its headquarters located at 521 5th Avenue, 20th Floor, New York, NY 10175 (the...Registration Rights Agreement • March 29th, 2005 • IGIA, Inc. • Services-amusement & recreation services • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of March 23rd, 2005, by and among Igia, Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns...Security Agreement • March 29th, 2005 • IGIA, Inc. • Services-amusement & recreation services • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of March 23, 2005, by and among Igia, Inc., a Delaware corporation (the "Company"), and the secured parties signatory hereto and their...Intellectual Property Security Agreement • March 29th, 2005 • IGIA, Inc. • Services-amusement & recreation services • New York
ContractIGIA, Inc. • July 23rd, 2008 • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 15, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION dated as of February 1, 1999 (the "First Amendment"), is made, and hereby amends that certain Agreement and Plan of Reorganization...Agreement and Plan of Reorganization • August 9th, 1999 • Diva Entertainment Inc • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation with its headquarters located at Suite 288, 1173-A 2nd Avenue, New York, NY 10021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation (“Parent”), Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware corporation and Shopflash, Inc., a Delaware corporation (collectively, the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 23rd, 2005, by and among Igia, Inc., a Delaware corporation, with headquarters located at 521 5th Avenue, 20th Floor, New York, NY 10175 (the "Company"),...Securities Purchase Agreement • March 29th, 2005 • IGIA, Inc. • Services-amusement & recreation services • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation (“Parent”), Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware corporation and Shopflash, Inc., a Delaware corporation (collectively, the “Subsidiary”)(hereinafter, the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation, with headquarters located at Suite 288, 1173-A 2nd Avenue, New York, NY 10021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ContractSecurities Purchase Agreement • February 7th, 2007 • IGIA, Inc. • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 1, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ContractExercise Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 15, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2007 • IGIA, Inc. • Retail-nonstore retailers • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2007, by and among Igia, Inc., a Delaware corporation, with headquarters located at 16 East 40th Street, 12th Floor, New York, NY 10016 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2006 • IGIA, Inc. • Electric housewares & fans • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2006, by and among Igia, Inc., a Delaware corporation, with headquarters located at 16 East 40th Street, 12th Floor, New York, NY 10016 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ESCROW AGREEMENTEscrow Agreement • January 12th, 2007 • IGIA, Inc. • Retail-nonstore retailers • New York
ESCROW AGREEMENT (the “Escrow Agreement”) made as of the 27th day of July, 2006, by and among IGIA, Inc., a Delaware corporation (the “Company”), the Purchasers listed on Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”) and Owen Naccarato, Esquire (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2005 • IGIA, Inc. • Services-amusement & recreation services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Avi Sivan (“you”) and [TACTICA] (the “Company”), and will be effective for all purposes and in all respects as of April 29, 2004 (the “Effective Date”)
ContractForm of Exercise Agreement • June 13th, 2006 • IGIA, Inc. • Electric housewares & fans • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 7, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
IGIA, Inc. MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • December 29th, 2006 • IGIA, Inc. • Retail-nonstore retailers • New York
This Management Retention Agreement (the “Agreement”) is made and entered into effective as of December 20, 2006 (the “Effective Date”), by and between Prem Ramchandani (the “Executive”) and IGIA, Inc. (the “Company”).
COMPENSATION AGREEMENTCompensation Agreement • December 29th, 2006 • IGIA, Inc. • Retail-nonstore retailers
This Compensation Agreement is dated as of December 19, 2006 by and between IGIA, Inc. a Delaware corporation (the “Company”) and Igor Slobodov (the “Consultant”).
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 23, 2005,...IGIA, Inc. • December 28th, 2005 • Electric housewares & fans • New York
COMPENSATION AGREEMENTCompensation Agreement • August 24th, 2006 • IGIA, Inc. • Electric housewares & fans
This Compensation Agreement is dated as of August 7, 2006 by and between IGIA, Inc. a Delaware corporation (the “Company”) and Steven Ross (the “Consultant”).
BRASS LOGISTICS, LLC. SERVICE AGREEMENTService Agreement • April 14th, 2005 • IGIA, Inc. • Services-amusement & recreation services • California
WHERAS, CLIENT desires to obtain and BL- LLC desires to perform the services herein described under the terms and conditions set forth hereunder.
COMPENSATION AGREEMENTCompensation Agreement • August 24th, 2006 • IGIA, Inc. • Electric housewares & fans
This Compensation Agreement is dated as of August 7, 2006 by and between IGIA, Inc. a Delaware corporation (the “Company”) and Jay McDaniel (the “Consultant”).
COMPENSATION AGREEMENTCompensation Agreement • December 15th, 2006 • IGIA, Inc. • Retail-nonstore retailers
This Compensation Agreement is dated as of November 29, 2006 by and between IGIA, Inc. a Delaware corporation (the “Company”) and Richard M. Mortner (the “Consultant”).
COMPENSATION AGREEMENTCompensation Agreement • December 15th, 2006 • IGIA, Inc. • Retail-nonstore retailers
This Compensation Agreement is dated as of November 29, 2006 by and between IGIA, Inc. a Delaware corporation (the “Company”) and Dr. Jean R. Fuselier, Sr. (the “Consultant”).
COMPENSATION AGREEMENTCompensation Agreement • December 29th, 2006 • IGIA, Inc. • Retail-nonstore retailers
This Compensation Agreement is dated as of December 19, 2006 by and between IGIA, Inc. a Delaware corporation (the “Company”) and Avraham Ovadia (the “Consultant”).
IGIA, INC. New York, NY 10175 July 27, 2006IGIA, Inc. • August 2nd, 2006 • Electric housewares & fans
This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company’s Common Stock, par value $.001 per share, originally issued by the Company to the investors listed in the signature page hereto (collectively, the “Investors”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 7, 2006, by and among the Company and the Investors (collectively, the “Notes”).
SECURITY AND PLEDGE AGREEMENT dated as of December 8, 2004 between TACTICA INTERNATIONAL, INC. as Debtor and Debtor in Possession and Borrower And TACTICA FUNDING 1, LLC as LenderSecurity and Pledge Agreement • December 14th, 2004 • IGIA, Inc. • Services-amusement & recreation services • New York
SECURITY AND PLEDGE AGREEMENT, dated as of December 3, 2004 by and among Tactica International, Inc., as debtor in possession and borrower (the “Borrower”) and Tactica Funding 1, LLC, as lender (the “Lender”).
Employment AgreementEmployment Agreement • April 14th, 2005 • IGIA, Inc. • Services-amusement & recreation services • New York
This agreement made this 19th day of January, 2004, by and between Kurt Streams, whose address is 49 Lamppost Drive, Redding, Connecticut, 06896, hereinafter referred to as the “Employee”, and Tactica International, Inc., whose address is 11 West 42nd Street, New York, New York, 10036, hereinafter referred to at the “Company” and together referred to hereinafter as the “Parties”.
SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONSecurities Purchase Agreement • June 18th, 2004 • IGIA, Inc. • Services-amusement & recreation services • New York
SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 11, 2004, among Diva Entertainment, Inc. (“DIVA”), a Delaware corporation, Tactica International, Inc. (the “COMPANY”), a Nevada corporation and the stockholders of Tactica (the “Stockholders”) set forth on Exhibit A hereto.
CREDIT AGREEMENT dated as of December 8, 2004 between TACTICA INTERNATIONAL, INC. as Debtor and Debtor in Possession and TACTICA FUNDING 1, LLC as LenderCredit Agreement • December 14th, 2004 • IGIA, Inc. • Services-amusement & recreation services • New York
CREDIT AGREEMENT dated as of December 3, 2004 by and between Tactica International, Inc. as debtor and debtor in possession (the “Borrower”), and Tactica Funding 1, LLC, (the “Lender”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of July 15, 2008, among Igia, Inc., a Delaware corporation (the “Company”), Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware corporation and Shopflash, Inc., a Delaware corporation (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
