ContractCruisestock Inc. • February 27th, 2007 • Transportation services • Florida
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Florida
This agreement (the “Agreement”), made as of this 11th day of December, 2006, by and between Brookside Technology Partners, Inc., a Texas corporation, (the “Company”), with its principal place of business at 5800 Airport Blvd., Austin, Texas 78725 and MIDTOWN PARTNERS & CO., LLC, (the “Placement Agent”, “Midtown” or “Midtown Partners”), a Florida limited liability company, with its principal place of business at 4902 Eisenhower Blvd., Suite 185, Tampa, Fl 33634, confirms the understanding and agreement between the Company and the Placement Agent as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Florida
This SECURITIES PURCHASE AGREEMENT dated as of February ___, 2007 (this “Agreement”) by and among Cruisestock, Inc., a Texas corporation (the “Company”), and each of the purchasers of Series A Convertible Preferred Stock and Series A and B Warrants of the Company whose names are set forth on Exhibit A attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Florida
This INVESTOR RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of February ___, 2007, by and among Cruisestock, Inc., a Texas corporation (the “COMPANY”), and each of the persons identified as Series A investors on Exhibit A attached to this Agreement (the “SECURITY HOLDERS”).
ARTICLES OF SHARE EXCHANGE of Cruisestock, Inc. and Brookside Technology Partners, Inc.Cruisestock Inc. • February 27th, 2007 • Transportation services
Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Share Exchange.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Texas
This Agreement (the “Agreement”) is made as of the ___ day of February, 2007 by and between Brookside Technology Partnership, Inc., a Texas corporation having its offices at 5800 Airport Blvd., Austin, TX 78752 (the “Buyer”), Ruth Shepley, an individual having an address at 5313- B FM West # 224, Houston, Texas 77069 (the “Seller”) and Cruisestock, Inc., a Texas corporation having its offices at 5313- B FM West # 224, Houston, Texas 77069 (the “Issuer”).
PLAN OF STOCK EXCHANGE AND AGREEMENTPlan of Stock Exchange and Agreement • February 27th, 2007 • Cruisestock Inc. • Transportation services • Texas
This Agreement dated as of the ___day of February, 2007, by and among Cruisestock, Inc., a Texas corporation having its offices at 5313-B FM West #224, Houston, Texas, 77069 (the “Issuer”), and the individuals named on the signature page of this Agreement (collectively, the “Shareholders” and each, individually, a “Shareholder”).
