SECURITY AGREEMENTSecurity Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
SECURITY AGREEMENT, dated as of July 11, 2007 (this “Agreement”), among Shea Development Corp., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Notes due July 11, 2010 in the original aggregate principal amount of $7,222,222 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
Shea Development Corp. COMMON STOCK PURCHASE WARRANTSecurity Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software
Shea Development Corp., a Nevada corporation, (the “Company”) hereby certifies that, for value received, (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 June , 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company shares (the “Warrant Shares”) of Common Stock, no par value, 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). This Warrant is one of the Common Stock Purchase Warrants issued in connection with the execution of the Securities Purchase Agreement dated as of July , 2007 (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2007 between Shea Development Corp, a Nevada corporation whose principal place of business is located at 1351 Dividend Drive, Suite G, Marietta, GA 30067 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”), dated as of July 11, 2007, by and between SHEA DEVELOPMENT CORP., a Nevada corporation (the “COMPANY”), and each buyer identified on the Schedule of Buyers attached to the Series B Preferred Stock Purchase Agreement, as defined below (collectively, the “BUYERS” and each individually, the “BUYER”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2007 by and between Riptide Software, Inc., a Florida corporation (the “Company”), and Philip Loeffel an employee of the Company (“Employee”).
ContractSecurity Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SUBORDINATION AGREEMENTSubordination Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of July 13, 2007, by and among CAMOFI Master LDC and CAMHZN Master LDC, each a Cayman Islands Limited Duration Company (collectively, the “Senior Lender”), the lenders listed on Schedule A attached hereto (each a “Junior Lender”, and collectively, the “Junior Lenders”), and SHEA DEVELOPMENT CORP., a Nevada corporation and each of its subsidiaries (collectively, the “Borrower”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This Agreement is dated as of the 11th day of July, 2007 among Shea Development Corp., a Nevada corporation (the “Company”), the Bridgepointe Master Fund Ltd. (the “Bridgepointe”) and Dunnington, Bartholow & Miller LLP (the “Escrow Agent”):
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 11, 2007 between Shea Development Corp., a corporation organized and existing under the laws of the State of Nevada (“SDC” or the “Company”) and RENAISSANCE US GROWTH INVESTMENT TRUST PLC; PATARA CAPITAL, L.P.; STANLEY SHOPKORN; STANLEY AND TRACY SHOPKORN, JTWROS; JOSLYNDA CAPITAL, LLC; MORRIS SMITH; GUIDEPOST CAPITAL PARTNERS, L.P. and BRIDGEPOINTE MASTER FUND LTD. (hereinafter collectively referred to as the “Investor”).
SENIOR MANAGEMENT EMPLOYMENT AGREEMENTSenior Management Employment Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • Florida
This SENIOR MANAGEMENT EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2007 by and between Bravera, Inc., a Florida corporation (the “Company”), and Christopher Watson, an employee of the Company (“Employee”).
ContractConvertible Subordinate Note • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
SUBSIDIARY GUARANTEE, dated as of July 11, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (collectively, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Shea Development Corp., a Nevada corporation (the “Company”) and the Purchaser (the “Purchase Agreement”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This Agreement is dated as of the 12th day of July, 2007 among Shea Development Corp., a Nevada corporation (the “Company”), the Investors listed on Schedule A (the “Investors”) and Dunnington, Bartholow & Miller LLP (the “Escrow Agent”):
