EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2006 • Nextera Enterprises Inc • Services-management consulting services • California
This AGREEMENT (the “Agreement”) dated as of March 9, 2006 by and between W Lab Acquisition Corp., a Delaware corporation (the “Company”), the Company’s parent company, Nextera Enterprises, Inc., a Delaware corporation (“Nextera”), and Scott J. Weiss (the “Executive”) shall become effective upon the consummation of the transactions contemplated by the Asset Purchase Agreement (the “Asset Purchase Agreement”) between the Company, Nextera, Woodridge Labs, Inc., a California corporation, Joseph J. Millin and Valerie Millin, Trustees of the Millin Family Living Trust Dated November 18, 2002, Joseph J. Millin (“Millin”), Scott J. Weiss and Debra Weiss, as Trustees of the Scott and Debra Weiss Living Trust, and Scott J. Weiss (the “Effective Date”). In consideration of the mutual covenants contained in this Agreement, the Company and (solely with respect to the obligations set forth in Sections 4(h) and 10 below) Nextera, on the one hand, and the Executive, on the other hand, agree as follow
FORM OF STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • March 15th, 2006 • Nextera Enterprises Inc • Services-management consulting services • California
This Stock Pledge and Security Agreement (this “Pledge Agreement”) dated as of March 9, 2006, by and among NEXTERA ENTERPRISES, INC., a Delaware corporation (“Parent”), W LAB ACQUISITION CORP., a Delaware corporation (“Buyer” and, together with Parent, the “Buyer Parties”), and WOODRIDGE LABS, INC., a California corporation (“Pledgor”). The Buyer Parties are hereby entering into this Pledge Agreement for themselves and as joint agents for the Buyer Indemnified Parties. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
ASSET PURCHASE AGREEMENT by and between W LAB ACQUISITION CORP. as “Buyer,” NEXTERA ENTERPRISES, INC. as “Parent,” WOODRIDGE LABS, INC. as “Seller,” JOSEPH J. MILLIN AND VALERIE MILLIN, TRUSTEES OF THE MILLIN FAMILY LIVING TRUST DATED NOVEMBER 18,...Asset Purchase Agreement • March 15th, 2006 • Nextera Enterprises Inc • Services-management consulting services • California
This Asset Purchase Agreement, dated as of March 9, 2006, is by and among W LAB ACQUISITION CORP., a Delaware corporation (“Buyer”), NEXTERA ENTERPRISES, INC., a Delaware corporation (“Parent”, and together with Buyer, the “Buyer Parties”), WOODRIDGE LABS, INC., a California corporation (“Seller”), JOSEPH J. MILLIN AND VALERIE MILLIN, TRUSTEES OF THE MILLIN FAMILY LIVING TRUST DATED NOVEMBER 18, 2002 (“Millin Trust”), SCOTT J. WEISS AND DEBRA WEISS, AS TRUSTEES OF THE SCOTT AND DEBRA WEISS LIVING TRUST (“Weiss Trust”), JOSEPH J. MILLIN, an individual (“Millin”) and SCOTT J. WEISS, an individual (“Weiss” and together with Seller, Millin Trust, Weiss Trust and Millin, the “Seller Parties”). The Buyer Parties and the Seller Parties are referred to herein as the “Parties.”
