EXHIBIT 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May 14, 2004 by POP N GO INC., a Delaware corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor");...Escrow Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 14, 2004 by and between POP N GO INC., a Delaware corporation, with its principal office located at 12429 East Putman Street, Whittier,...Registration Rights Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.7 POP N GO INC. PLACEMENT AGENT AGREEMENT Dated as of: May 14, 2004 Spencer-Clarke LLC 505 Park Avenue New York, New York 10022 Attention: Victor Greene Ladies and Gentlemen: The undersigned, Pop N Go Inc., a Delaware corporation (the...Placement Agent Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.8 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 14, 2004, by and among POP N GO INC., a Delaware corporation, with headquarters located at 12429 East Putman Street, Whittier,...Securities Purchase Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.4 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 14 day of May 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and POP N GO INC., a corporation organized...Standby Equity Distribution Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.10 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 14, 2004, by and among POP N GO INC., a Delaware corporation, with its principal office located at 12429 East Putnam Street,...Investor Registration Rights Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.11 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of May 14, 2004, by and between POP N GO INC., (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase...Security Agreement • July 20th, 2004 • Pop N Go Inc • Refrigeration & service industry machinery • Delaware
