A4S TECHONOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2005 • A4s Technologies Inc • Colorado
Newbridge Securities Corporation Bathgate Capital Partners LLC As Representatives of the several Underwriters named in Schedule I hereto
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2005 • A4s Technologies Inc • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 1, 2005, by A4S Technologies, Inc., a Colorado corporation (the “Employer”), and Matthew Siemens, an individual who is a resident of St. Louis, Missouri (the “Executive”).
SUBORDINATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT by and among A4S TECHNOLOGIES, INC., AS THE COMPANY and GREGORY PUSEY, AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A ATTACHED HERETO February 20, 2004Subordinated Convertible Note and Warrant Purchase Agreement • April 22nd, 2005 • A4s Technologies Inc • Montana
THIS SUBORDINATED COVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of February 20, 2004, is by and among A4S Technologies, Inc., a Montana corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and GREGORY PUSEY, as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT by and among A4S TECHNOLOGIES, INC., AS THE COMPANY and GREGORY PUSEY, AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A ATTACHED HERETO August 24, 2004Subordinated Convertible Note Purchase Agreement • April 22nd, 2005 • A4s Technologies Inc • Montana
THIS SUBORDINATED COVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2004, is by and among A4S Technologies, Inc., a Montana corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and GREGORY PUSEY, as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
Explanatory note to attached: Representative’s Option for the Purchase of Common StockRepresentative’s Option for the Purchase of Common Stock • April 22nd, 2005 • A4s Technologies Inc
The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated ____________, 2005 (“Underwriting Agreement”) with A4S Technologies, Inc. (“A4S”) relating to the offering of 1,200,000 Units of A4S. Each Unit consists of one share of A4S’s common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated ______________________, 2005 between A4S and Corporate Stock Transfer, as warrant agent.
FINANCING TERMS AGREEMENT A4S TECHNOLOGIES, INC. 489 N. Denver Avenue Loveland, CO 80537 Tel: 888 825-0247 Fax: 888 837-7665 April 12, 2005 Offering to terminate on April 18, 2005 SALE OF SECURED PROMISSORY NOTES AND WARRANTSFinancing Terms Agreement • April 22nd, 2005 • A4s Technologies Inc • Colorado
Securities/Amount: Up to $1,000,000.00 in forty (40) Units (Units) of $25,000 in exchange for bridge notes (Bridge Note(s)) and warrants to purchase the Company's Common Stock (Bridge Warrant(s)and Extension Warrant(s)).
Explanatory note to attached: Representative’s Option for the Purchase of WarrantsRepresentative’s Option for the Purchase of Warrants • April 22nd, 2005 • A4s Technologies Inc
The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated _____________________, 2005 (“Underwriting Agreement”) with A4S Technologies, Inc.. (“A4S”) relating to the offering of 1,800,000 Units of A4S. Each Unit consists of one share of A4S’s common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated ____________________ , 2005 between A4S and Registrar and Transfer Company, as warrant agent.
LEASE AGREEMENTLease Agreement • April 22nd, 2005 • A4s Technologies Inc • Colorado
THIS LEASE AGREEMENT, signed by the parties on May 27, 2003, is made by Diedrichs Family Partnership, LLLP (“Landlord”), and A4S Technologies, Inc. (“Tenant”).
