EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Georgia
This EMPLOYMENT AGREEMENT (the “Agreement”) dated April 10, 2006, is made by and between SANUWAVE, Inc., a Delaware corporation (the “Company”), and Barry J. Jenkins (“Executive”).
RUB MUSIC ENTERPRISES, INC. Warrant for the Purchase of [ ] Shares of Common Stock Par Value $0.001 CLASS A WARRANT AGREEMENT (this “Agreement”)Warrant Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Georgia
This is to certify that, for value received, _____, (the “Holder”) is entitled to purchase from RUB MUSIC ENTERPRISES, INC. (the “Company”), on the terms and conditions hereinafter set forth, all or any part of [ ] shares (“Warrant Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at the purchase price of $4.00 per share (“Warrant Price”). Upon exercise of this warrant in whole or in part, a certificate for the Warrant Shares so purchased shall be issued and delivered to the Holder. If, at any time prior to the Expiration Date (as defined below), less than the total warrant is exercised, a new warrant of similar tenor shall be issued for the unexercised portion of the warrants represented by this Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR CHRISTOPHER M. CASHMANEmployment Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks
This AMENDMENT (the “Amendment”) to that certain Employment Agreement dated December 19, 2005 by and between Sanuwave, Inc. and Christopher M. Cashman (the “Employment Agreement”) is made by and between SANUWAVE, Inc., a Delaware corporation (the “Company”), and Christopher M. Cashman (the “Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Nevada
THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of this _____ day of September, 2009 by and between [_____], an individual resident of the State of [_____] (the “Shareholder”) in favor of and for the benefit of Rub Music Enterprises, Inc., a Nevada corporation (the “Corporation”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Nevada
This Stock Repurchase Agreement is entered into as of this day of September, 2009, by and between Rub Music Enterprises, Inc., a Nevada corporation (the “Company”), and , a resident of the state of (the “Stockholder”).
MANAGEMENT STOCKHOLDERS AGREEMENTManagement Stockholders Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Delaware
MANAGEMENT STOCKHOLDERS AGREEMENT dated as of December 19, 2005 (this “Agreement”) among SanuWave, Inc., a Delaware corporation (the “Company”), Prides Capital Fund I, L.P., a Delaware limited partnership (“PC”) and each of the holders of Common Stock (as defined herein) (each a “Management Stockholder”). Each of the parties to this Agreement (other than the Company) and any other Person (as hereinafter defined) who or which shall become a party to or agree to be bound by the terms of this Agreement after the date hereof is sometimes hereinafter referred to as a “Stockholder.”
AGREEMENT AND PLAN OF MERGER by and among Rub Music Enterprises, Inc., RME Delaware Merger Sub, Inc. and SANUWAVE, Inc. dated as of September 25, 2009Merger Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of the 25th day of September, 2009, by and among Rub Music Enterprises, Inc., a Nevada corporation (“RME”), RME Delaware Merger Sub, Inc., a Delaware corporation (“MERGER SUB”) and Sanuwave, Inc., a Delaware corporation (“SANUWAVE”). As used in this Agreement, capitalized terms have the meanings ascribed to them in Annex A.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September 25, 2009 by and among SANUWAVE, Inc. (“SANUWAVE”), a Delaware corporation, Rub Music Enterprises, Inc., a Nevada corporation (“RME”) and David N. Nemelka (“Nemelka”), an individual resident of the State of Utah.
Amendment to Management Stockholders Agreement of SANUWAVE, Inc.Management Stockholders Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks
The Management Stockholders Agreement of SANUWAVE, Inc., dated as of December 19, 2005, is hereby amended effective October 24, 2006 as follows:
AMENDMENT TO NONSTATUTORY STOCK OPTION AWARD AND NONSTATUTORY SUPPLEMENTAL STOCK OPTION AGREEMENTSNonstatutory Stock Option Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks
This AMENDMENT TO NONSTATUTORY STOCK OPTION AWARD AND NONSTATUTORY STOCK OPTION AGREEMENTS (this “Amendment”) is made by and between SANUWAVE, Inc., a Delaware corporation (the “Company”), and Barry J. Jenkins (the “Optionholder”).
LOCK-UP AGREEMENTLock-Up Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of this day of September, 2009 by and between , an individual resident of the State of (the “Shareholder”) in favor of and for the benefit of SANUWAVE, Inc., a Delaware corporation (the “Corporation”).
LOCK-UP AGREEMENTLock-Up Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of this ______ day of September, 2009 by and between _________, an individual resident of the State of __________ (the “Shareholder”) in favor of and for the benefit of SANUWAVE, Inc., a Delaware corporation (the “Corporation”).
SECOND AMENDMENT TO THE MANAGEMENT STOCKHOLDERS AGREEMENTManagement Stockholders Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks
This Second Amendment to the Management Stockholders Agreement, dated September _____ , 2009, (this “Amendment”), is entered into by and among Sanuwave, Inc., a Delaware corporation (the “Company”), Prides Capital Fund I, L.P., a Delaware limited partnership (“PC”), Christopher M. Cashman and Barry J. Jenkins, and amends that certain Management Stockholders Agreement, made effective as of December 19, 2005, by and among the Company, PC, Christopher M. Cashman and Barry J. Jenkins, as amended by the first amendment on October 24, 2006 (the “Agreement”). Terms not defined herein have the meanings ascribed to them in the Agreement.
RUB MUSIC ENTERPRISES, INC. Warrant for the Purchase of [ ] Shares of Common Stock Par Value $0.001 AMENDED AND RESTATED CLASS C WARRANT AGREEMENT (this “Agreement”)Warrant Agreement • September 30th, 2009 • Rub Music Enterprises, Inc. • Blank checks
This Amended and Restated Class C Warrant Agreement amends and restates that certain Warrant Agreement, dated July 17, 2009, issued by the Company (defined below) to the Holder (defined below).
