REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2007, by and among Offline Consulting, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • Delaware
SHARE EXCHANGE AGREEMENT, dated as of May 18, 2007 (the “Agreement”), by and among OFFLINE CONSULTING, INC., a Delaware corporation (“Purchaser”) and KESSELRING CORPORATION, a Florida corporation, (the “Company”), and each of the shareholders of the Company set forth on the signature page hereof (collectively, the “Sellers”).
COMMON STOCK PURCHASE WARRANT To Purchase 93,938 Shares of Common Stock of OFFLINE CONSULTING, INC.Common Stock Purchase Warrant • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CYPRESS ADVISERS LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to ninety three thousand nine hundred thirty eight (93,938) shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CLASS B COMMON STOCK PURCHASE WARRANT To Purchase 158,562 Shares of Common Stock of OFFLINE CONSULTING, INC.Offline Consulting Inc • May 21st, 2007 • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VISION OPPORTUNITY MASTER FUND LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to one hundred fifty eight thousand five hundred sixty two shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND RELEASEAgreement and Release • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
This Agreement (the “Agreement”) is dated May 18, 2007 and is made by and between Offline Consulting, Inc. (the “Company”), on one hand, and Allese Capital LLC (“AC”) and Marcello Trebitsch (“MT” and collectively with AC, “Affiliate”), on the other hand.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2007, by and among Offline Consulting, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLASS J COMMON STOCK PURCHASE WARRANT To Purchase 158,562 Shares of Common Stock of OFFLINE CONSULTING, INC.Offline Consulting Inc • May 21st, 2007 • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VISION OPPORTUNITY MASTER FUND LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the date that is twelve months following the Effectiveness Date (as defined in the Registration Rights Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to one hundred fifty eight thousand five hundred sixty two shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CLASS A COMMON STOCK PURCHASE WARRANT To Purchase 158,562 Shares of Common Stock of OFFLINE CONSULTING, INC.Offline Consulting Inc • May 21st, 2007 • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VISION OPPORTUNITY MASTER FUND LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to one hundred fifty eight thousand five hundred sixty two shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
