EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2007 by and between Information Intellect, Inc., a Georgia corporation (the “Company”), and E. Joseph Vitetta, an employee of the Company (“Employee”).
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the February 21, 2007 between Shea Development Corp., a corporation organized and existing under the laws of the State of Nevada (“SDC” or the “Company”) and RENAISSANCE CAPITAL, LP, AUSTIN LEWIS/LEWIS ASSET MGT. and SAAMA TECHNOLOGIES, INC. (hereinafter collectively referred to as the “Investor”).
MERGER AGREEMENTMerger Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2007, by and among Shea Development Corp., a Nevada corporation (“Parent”) and its wholly owned subsidiary, Shea Development Acquisition Corp., a Nevada corporation (“Merger Sub”), Information Intellect Inc., a Georgia corporation (the “Company”) and all holders of the outstanding capital stock of the Company, listed on Schedule 1 hereto. Holders of capital stock are collectively referred to herein as the “Company Shareholders,” and individually as a “Company Shareholder.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.
ContractSecurities Purchase Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • New York
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT (“PURCHASE AGREEMENT”), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 21st day of February, 2007 by and among SHEA DEVELOPMENT CORP., a corporation organized and existing under the laws of the State of Nevada (“SDC” or the “Company”), and PREMIER RENN US EMERGING GROWTH FUND LIMITED, AUSTIN LEWIS/LEWIS ASSET MGT., SAAMA TECHNOLOGIES, INC., Liberty Company Financial, LLC and Lerota, LLC, and such other parties as may later become parties to this Agreement (hereinafter collectively referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.
