Note: To be subdivided upon final distribution of Loan] WARRANT to Purchase Common Stock of VARITEK INDUSTRIES, INC. Expiring on January 31, 2008Varitek Industries Inc • June 18th, 2003 • Texas
THIS IS TO CERTIFY THAT, for value received, XXXXXXXXXXXXXXX or his permitted assignees (the “Holder(s)”), are entitled to purchase from VARITEK INDUSTRIES, INC., a Texas corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $1.00 (“Exercise Price”), XXXXX shares of duly authorized, validly issued, fully paid and nonassessable shares of common stock, no par value, of the Company (the “Common Stock”), and are entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., C.S.T., on January 31, 2008.
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
ContractWarrant • June 18th, 2003 • Varitek Industries Inc • Texas
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “ACTS”). NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN OPINION OF COUNSEL SATISFACTORY TO VARITEK INDUSTRIES, INC. TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • June 18th, 2003 • Varitek Industries Inc • California
THIS SETTLEMENT AGREEMENT (“Agreement”) is executed this 17th day of December, 2002, by and between Varitek Industries, Inc., a Texas Corporation (“Varitek”), and Technetics, Inc., a California corporation, doing business as SMTEK San Diego (collectively, the “Parties”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Stockholders’ Agreement (this “Agreement”) is made and entered into as of the 27th day of November, 2002, by and between Varitek Industries, Inc., a Texas corporation (the “Company”); Randy S. Bayne, Harry L. Bayne and BACO International, a Texas corporation (collectively referred to herein as the “Stockholders” and individually as a “Stockholder”); and SMH Varitek LLC, a Delaware limited liability company (“Secured Party”).
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Financial Advisory Agreement (the “Agreement”) is made September 28, 2001 by and between Varitek Industries Inc. (“Varitek” or the “Company”) and Sanders Morris Harris Inc. (“SMH” or the “Advisor”).
SECURITY AGREEMENTSecurity Agreement • June 18th, 2003 • Varitek Industries Inc
THIS SECURITY AGREEMENT, effective as of February 11, 2003 (as amended or otherwise modified from time to time, the “Agreement”), is made by Cislunar Networks Corp., a Delaware corporation (the “Debtor”), in favor of Varitek Industries, Inc., a Texas corporation (the “Secured Party”).
AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 18th, 2003 • Varitek Industries Inc
THIS AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT (this “Amendment”), is made and entered into as of November 26, 2002, by and among VARITEK INDUSTRIES, INC., a Texas corporation (the “Company”), and SANDERS MORRIS HARRIS INC., a Texas corporation (the “Placement Agent”). Each of the Company and Placement Agent is a “Party” and sometimes they are referred to, collectively, as the “Parties.”
PLACEMENT AGENT AGREEMENT March 21, 2002Placement Agent Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
Varitek Industries, Inc. 16360 Park Ten Place, Suite 200 Houston, Texas 77084 February 11, 2003Varitek Industries Inc • June 18th, 2003
Reference is made to that certain Loan Agreement, dated as of the date hereof and executed simultaneously herewith, between Varitek Industries, Inc., a Texas corporation (“Varitek”), and Cislunar Networks Corp., a Delaware corporation (“Cislunar”) (the “Loan Agreement”) pursuant to which Varitek shall make a term loan to Cislunar in the aggregate amount of $389,674.62 (the “Loan”) in response to Cislunar’s need for immediate financial assistance.
SECURITY AGREEMENTSecurity Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of December, 2002, by and between Beacon Security Partners, LP, a Texas limited partnership (“Beacon”) and Z-Link, LLC, a Texas limited liability company (“Z-Link”), jointly and severally, (collectively “Borrower”), and Varitek Industries, Inc., a Texas corporation (“Secured Party”).
SECURITY AGREEMENTSecurity Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Agreement (this “Agreement”) is made and entered into as of the 27th day of November, 2002, by and between Varitek Industries, Inc., a Texas corporation (“Borrower”), and SMH Varitek LLC, a Delaware limited liability company (the “Secured Party”).
VOTING AGREEMENT OF VARITEK INDUSTRIES, INC.Voting Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Voting Agreement is entered into as of the 21s day of March, 2002, by and among Sanders Morris Harris Inc., a Texas corporation (“SMH”), Varitek Industries, Inc., a Texas corporation (“Varitek”), and Harry Bayne, Baco International, Randy Bayne, and Arthur Goetze (Baco International, Harry Bayne, Randy Bayne and Arthur Goetze are collectively referred to as the “5% Shareholders”), in consideration of the mutual covenants provided herein.
LOAN AGREEMENT between VARITEK INDUSTRIES, INC., as Lender and CISLUNAR NETWORKS CORP., as Borrower February 11, 2003Loan Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
THIS LOAN AGREEMENT, effective as of the 11th day of February, 2003 (the “Loan Agreement” or “Agreement”), is made between Varitek Industries, Inc., a Texas corporation (the “Lender”), and Cislunar Networks Corp., a Delaware corporation (the “Borrower”).
ContractVaritek Industries Inc • June 18th, 2003
EQUITY AGREEMENTEquity Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This EQUITY AGREEMENT (the “Agreement”) is made, executed and entered into this 22nd day of AUGUST, 2001 by and between VARITEK INDUSTRIES, INC. (Varitek) and BACO International with reference to the following facts:
MANAGEMENT AGREEMENTManagement Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of this 15th day of December, 2002, by and among Beacon Security Partners, L.P., a Texas limited partnership (“Beacon”) and Z-Link, LLC, a Texas limited liability company (“Z-Link”) jointly and severally, (collectively, “Company”), and Varitek Industries, Inc., a Texas corporation (“Varitek”).
United States Internet Colocation Services AgreementColocation Services Agreement • June 18th, 2003 • Varitek Industries Inc
This United States Internet Coalition Services Agreement (“Agreement”) is made by and between MCI WORLDCOM Communications, Inc., on behalf of itself and its affiliates and successors (together, “WorldCom”) and Varitek Industries Inc. (“Customer”). This Agreement is binding only upon WorldCom’s acceptance of this Agreement. WorldCom’s provisioning of the Service (as defined below) at a particular site or countersignature on this Agreement will constitute WorldCom’s acceptance of this Agreement. WorldCom’s acceptance of this Agreement is subject to Customer meeting WorldCom’s standard credit requirements, which may be based on commercially available credit reviews (to which Customer hereby consents). This Agreement will be of no force and effect, and the offer contained herein will be deemed withdrawn, unless this Agreement is executed by Customer and delivered to WorldCom by January 12, 2003.
Letter of Intent By and Between: [LOGO] Sea Tow Services International, Inc. AND [LOGO] Varitek Industries, Inc.And • June 18th, 2003 • Varitek Industries Inc
THIS Letter of Intent (“LOI”) is between Sea Tow International, Inc. (“STII”), and Varitek Industries, Inc. (“VTKI”). When referencing STII and VTKI individually, they may hereinafter be also referred to as the “Party.” When referenced together, they may hereinafter be referred to as the “Parties.” This LOI represents a continuation of the program commenced by the Parties and set forth in the Memorandum of Understanding entered on April 19, 2002 and involves the continued offering and selling of STII’s standard memberships to the general public.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Stock Pledge Agreement (this “Agreement”) is made and entered into as of the 27th day of November, 2002, by and between Randy S. Bayne, an individual, Harry L. Bayne, an individual, and BACO International, a Texas corporation, as pledgors (herein jointly and severally called the “Grantor”), and SMH Varitek LLC, a Delaware limited liability company, as pledgee and secured party (“Secured Party”).
November 27, 2002 SMH Varitek LLC Suite 3100 Houston, Texas 77002Varitek Industries Inc • June 18th, 2003
This letter is being executed by Randy S. Bayne (“Bayne”) and Varitek Industries, Inc., a Texas Corporation (“Varitek”), for the benefit of SMH Varitek LLC, a Delaware Limited Liability Company (“SHM”). The covenants and agreements of Bayne and Varitek in this letter are being made in consideration of the transactions contemplated by that certain Promissory Note in the original principal amount of $1,500,000 of even date herewith executed by Varitek, as Maker, payable to the order of SMH, as Holder.
FIRST AMENDMENT TO EQUITY AGREEMENTEquity Agreement • June 18th, 2003 • Varitek Industries Inc
This First Amendment to Equity Agreement is dated as of this 20th day of March, 2002 and is hereby made to the Equity Agreement dated as of the 22nd day of August, 2001, by and between Varitek Industries, Inc. and BACO International, Inc. (the “Agreement”), in accordance with Clause 7.8 of the Agreement.
