WARRANT AGREEMENT OF STEALTH MEDIALABS, INC. 312,500 Shares Dated as of October 1, 2002Warrant Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • California
This WARRANT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2002 (the “Issuance Date”), by and between Stealth MediaLabs, Inc., a Nevada corporation (the “Company”), and GCH Capital, Ltd., or its assigns (the “Holder”).
CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT BITZMART, INC. (a Colorado corporation)Warrant Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software
THIS CERTIFIES THAT, for value received, (the “Holder”), or its permitted registered assigns (the “Holder”), is the owner of warrants (the “Warrant”) to purchase from BitzMart, Inc., a Colorado corporation (the “Company”), during the Exercise Period (as defined in subparagraph 1(a) below), and at the Warrant Price (as defined in subparagraph 1(a) below), up to (16,667 x number of Units purchased) __________________shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) (the shares of Common Stock underlying this Warrant are hereinafter referred to as “Shares”).
GENERAL RELEASEGeneral Release • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • California
THIS GENERAL RELEASE (the “Release”) is made and entered into this the __t day of December, 2002 by and between Stealth MediaLabs, Inc., a Nevada corporation (“Stealth”), BitzMart, Inc., a Colorado corporation (“Subsidiary,” and, together with Stealth, the “Company” or “Releasor”), on the one hand, and GCH Capital, Ltd., a California corporation (“GCH”), Corporate Legal Services, LLP, (“CLS”) Sherman Mazur (“Mazur”), Reid Breitman (“Breitman,” and, together with GCH, CLS and Mazur, the “GCH Parties”), on the other hand.
STEALTH MEDIALABS, INC. AND WESTMINSTER SECURITIES CORPORATION FINANACIAL ADVISOR’S WARRANT AGREEMENT DATED AS OF DECEMBER 20 , 2002Warrant Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • New York
FINANCIAL ADVISOR’S WARRANT AGREEMENT dated as of December 20, 2002, (“Engagement Date”) between STEALTH MEDIALABS, INC., a Delaware corporation (the “Company”), and WESTMINSTER SECURITIES CORPORATION, a New York corporation and its assignees or designees (hereinafter referred to variously as a “Holder” or “Financial Advisor”).
LICENSE AGREEMENTLicense Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • Florida
This License Agreement (the “Agreement”) is entered into and made effective the day of _________________________________, 2001 (the “Effective Date”) between UNIVERSITY OF MIAMI, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as “LICENSOR”) and Watermark Technologies, Inc, a wholly owned subsidiary of UTEK, a Florida Corporation, whose principal place of business is at 202 South Wheeler Street, Plant City, Florida 33566 (hereinafter referred to as “LICENSEE”).
CONSULTING AGREEMENTConsulting Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • California
This Consulting Agreement (the “Agreement”) is entered into as of July 1, 2002, by and between Stealth MediaLabs, Inc., a Nevada corporation and its subsidiaries or affiliates (the “Company” or “Stealth”), and GCH Capital, Ltd., a California corporation, or its designees (“Consultant”).
Continental Advisors S.r.l.Via Pergolesi 22 20124 Milano, ITALYPlacement Agent Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software
Continental Advisors S.r.l. (Hereafter “CA”) is pleased to serve on a non-exclusive basis as a sales agent for Bitzmart, Incorporated, Incorporated and its affiliates (Hereafter “The Company”). The Company has advised us that it would like to secure a $3.000.000 (USD) financing in a private placement through the Company’s issuance of Convertible Debt (“The Securities”) in accordance with the terms and conditions set forth below. This agreement will be in effect as of 15 July 2002 for forty-five (45) days or completion of the $3.000.000 round, whichever comes first.
MUTUAL RELEASEMutual Release • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • California
THIS MUTUAL RELEASE (the “Release”) is made and entered into this the 6th day of December, 2002 by and between Stealth MediaLabs, Inc., a Nevada corporation (“Stealth”), BitzMart, Inc., a Colorado corporation (“Subsidiary,” and, together with Stealth, the “Company”), on the one hand, and Continental Advisors, SRL, an Italian limited liability company (“CA”), Andreea Porcelli and Mark Porcelli (collectively, “Porcellis”), Montalcino SA (“Montalcino”) and Ergo Limited, SA (“Ergo,”) , on the other hand.
Westminster Securities Corporation Member New York Stock ExchangeEngagement Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software
This agreement (“Agreement”) is made and entered into this 16th day of December, 2002 between Stealth Medialabs, Inc. a Nevada corporation (the “Company”), and Westminster Securities Corporation, a registered broker/dealer (“Westminster”). Pursuant to this Agreement, Westminster will provide services to the Company as set forth below:
ACQUISITION OF WATERMARK TECHNOLOGIES, INC. BY BITZMART, INC. ----------------- ---------------------------------------------------------------Acquisition Agreement • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • Florida
RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development • March 7th, 2003 • Stealth Medialabs Inc • Services-prepackaged software • Florida
This agreement made this day of 20 , by and between University of Miami, Department of Electrical Engineering (University) and Watermark Technologies, Inc, a wholly owned subsidiary of UTEK, a Florida Corporation, whose principal place of business is at 202 South Wheeler Street, Plant City, Florida 33566 (Company) to conduct research and development activities described in Exhibit A, attached hereto and made a part hereof.
