OFCell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors • Florida
EXHIBIT 10.7 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors • Florida
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of the ____ day of July, 2006 by and among Cell Power Technologies, Inc., a Florida corporation (the "Company"), and each of the parties...Registration Rights Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Florida
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered as of the 1st day of April, 2006, between Portagy Corp., a Delaware corporation (the "Company"), and Charles Wiesel (the "Executive"). WHEREAS, the Company...Employment Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Delaware
AMENDMENT AGREEMENTAmendment Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
WITNESSETHExclusive Supply and Distribution Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • California
FIRST AMENDMENT TO EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
PORTAGY CORP. c/o Harris Cramer LLP 1555 Palm Beach Lakes Boulevard Suite 310 West Palm Beach, FL 33401 July 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits,...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
April 6, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President Re: Cell Power / Portagy Second Amendment to Merger Agreement First Amendment to Disclosure Schedule...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
May 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President Re: Cell Power / Portagy Third Amendment to Merger Agreement Dear Mr. Herskovits: This letter...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
PORTAGY CORP. 9412 Oakmore Road Los Angeles, CA 90035Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
This letter constitutes another amendment to the Agreement and Plan of Merger by and among Cell Power Technologies, Inc., Portagy Acquisition Corp. and Portagy Corp. Attached as Exhibit A is a revised capitalization table. If the foregoing is satisfactory to you, please instruct American Stock Transfer & Trust issue additional share certificates to equal the sums contained in the Cell Power Common Stock column. Once our attorneys receive the appropriate common stock certificates and you have executed a copy of this Fifth Amendment and return it to us, the merger will be officially closed.
WITNESSETH:Exclusive Licensee Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Delaware
EXHIBIT 10.6 SERVICES AGREEMENT This SERVICES AGREEMENT (the "Agreement") is entered into as of the 10th day of April, 2006 by and between PORTAGY CORP., a Delaware corporation (the "Company"), and TRIPLE D HOLDING COMPANY, LLC, a California limited...Services Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Delaware
EXHIBIT 10.2 FIRST AMENDMENT TO EXCLUSIVE LICENSEE AGREEMENT THIS FIRST AMENDMENT TO EXCLUSIVE LICENSEE AGREEMENT (the "First Amendment") is made and entered into effective as of the ___ day of May, 2006, by and between PORTAGY CORP., a Delaware...Exclusive Licensee Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
