Re: Selling Agreement (the “Agreement”)Selling Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Florida
Tactical Solution Partners, Inc., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”). Sierra Equity Group, LLC will use their best efforts to raise $1,000,000, upon terms and conditions satisfactory to the Seller and potential investors introduced to Seller. In addition, warrants will accompany the Offering and shall have a term of five (5) years, and be in the form attached to the Offering Document (The warrants and commons stock underlying the Offering are sometimes referred to hereafter as the “Offered Securities”).
ContractWarrant Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE 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, 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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Texas
This Placement Agency Agreement (this “Agreement”) is made and entered into as of February 24, 2006 (the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
This Executive Employment Agreement (“Agreement”) is made and entered into as of this 6th day of January, 2006 (the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”) and Charley Wall (“Executive”).
ContractPromissory Note • July 6th, 2007 • Tactical Solution Partners, Inc.
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.
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
This Employment Agreement (“Agreement”) is made and entered into as of this 1st day of February, 2006 (the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”) and (“Employee”).
December 18, 2006 Mr. Maris J. Licis Secretary Tactical Solution Partners, Inc. International Trade Center Glen Burnie, MD 21061 Re: Investment Banking Advisory Agreement Dear Mr. Licis:Investment Banking Advisory Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Florida
This Consulting Agreement (“Agreement”) will certify that Tactical Solution Partners, Inc. (hereinafter referred to as “the Client”) has agreed to engage Sierra Equity Group, Ltd. (“Sierra”) on a non-exclusive basis to perform services related to financial consulting and public relations matters pursuant to the terms and conditions set forth herein.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PELICAN MOBILE COMPUTERS, INC. A MARYLAND CORPORATION AND AMERICAN FINANCIAL HOLDINGS INC. A DELAWARE CORPORATION AND THE PELICAN STOCKHOLDERS (as defined herein)Merger Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of December 21, 2005 by and among AMERICAN FINANCIAL HOLDINGS INC., a Delaware corporation (the “Company”), PELICAN MOBILE COMPUTERS, INC., a Maryland corporation (“Pelican”), and the holders of the outstanding capital stock of Pelican identified on Schedule A hereto (the “Pelican Stockholders”).
March 27, 2007 Mr. Maris J. Licis Secretary Tactical Solution Partners, Inc. International Trade Center Glen Burnie, MD 21061 Re: Supplements to Investment Banking Advisory Agreement and Selling Agreement Dear Mr. Licis:Investment Banking Advisory Agreement and Selling Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
This letter shall supplement that certain Investment Banking Advisory Agreement (“Advisory Agreement”) dated December 18, 2006 and that certain Selling Agreement dated December 20, 2006.
GREENBRIER POINT LEASE AGREEMENTLease Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Virginia
THIS LEASE made this 13th day of February, 2006 by and between GREENBRIER POINT PARTNERS, a Virginia limited partnership (herein called "Landlord") and Tactical Solution Partners, Inc., a Delaware corporation, (herein called "Tenant").
Trilogy Capital Partners, Inc. Letter of Engagement Tactical Solution Partners, Inc. May 23, 2007Letter of Engagement • July 6th, 2007 • Tactical Solution Partners, Inc. • California
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. (“Trilogy”) by Tactical Solution Partners, Inc. (“TTSR” or the “Company”):
SUBSCRIPTION AGREEMENT INCLUDING INVESTMENT REPRESENTATIONSSubscription Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Delaware
The undersigned, ____________________________________________ hereby invests a total amount of $_______________ as a subscription for the purchase of ______________ Units of Tactical Solution Partners, Inc. (the “Company”) at a price of $0.50 per Unit. Each Unit is comprised of two shares of Common Stock, par value $.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Warrants”). Unless otherwise agreed to by the Company, the undersigned herewith submits the undersigned’s check payable to “Tactical Solution Partners, Inc.” in full payment for such Units along with this Agreement.
Landlord-Tenant LeaseLandlord-Tenant Lease • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
THIS LEASE is made this 1st day of January, 2004, by and between Peppermill Properties, LLC hereinafter referred to as the "Landlord," and PelicanMobile Computers, Inc , hereinafter referred to as the "Tenants."
Birch Systems December 29, 2006Consulting Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
THIS SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made as the Effective Date (defined in Section 5) by and between Charles A. Wall (“Wall”) and Tactical Solution Partners, Inc., a Delaware corporation (“TSPI”), concerning the termination of Wall’s employment with TSPI.
GUARANTY AGREEMENTGuaranty Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
THIS GUARANTY AGREEMENT (“Guaranty”) is made as of August 1, 2006 by SCOTT RUTHERFORD and CHANDRA BRECHIN (individually or collectively, as the context may require, “Guarantor”), for the benefit of AMERICAN BANK (“Lender”).
LEASE AGREEMENT by and between FRP HILLSIDE LLC #3 and TACTICAL SOLUTION PARTNERS, INC. Hanover, Maryland 21076 May 16, 2007Lease Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
THIS LEASE (“Lease”) is made as of the 16th day of May, 2007, by and between FRP Hillside LLC #3, a Maryland limited liability company ("Landlord") and Tactical Solution Partners, Inc., a Delaware corporation ("Tenant").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
THIS LOAN AND SECURITY AGREEMENT is made as of August 1, 2006 by and between TACTICAL SOLUTION PARTNERS, INC., a Delaware corporation (“Borrower”), and AMERICAN BANK (“Lender”).
STIPULATION FOR SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Florida
Defendant/Cross-Claimant, Joseph Cornwell (“Cornwell”), Third-Party Plaintiffs, Fareri Financial Services, Inc. (“Fareri Financial”), and Anthony Fareri & Associates, Inc. (“Fareri & Associates”) (Cornwell, Fareri Financial and Fareri & Associates are hereinafter collectively referred to as the “Claimants”), Defendant/Cross-Defendant/Third-Party Defendant, Paul Harary (“Harary”) and Third-Party Defendant, Tactical Solution Partners, Inc. (“Tactical”) (Cornwell, Claimants, Harary and Tactical are hereinafter collectively referred to as the “Parties”), enter into this Stipulation For Settlement and Release Agreement (“Agreement”) according to the following terms:
TACTICAL SOLUTION PARTNERS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Delaware
Tactical Solution Partners, Inc., a Delaware corporation (the “Company”), hereby grants to (the “Optionee”) as of (the “Option Date”), a non-qualified option to purchase from the Company (the “Option”) shares of its common stock, $0.0001 par value (“Stock”), at the price of per share, upon and subject to the terms and conditions set forth in this agreement (the “Agreement”).
CONTRACTContract • July 6th, 2007 • Tactical Solution Partners, Inc.
THIS CONTRACT is made this 15th day of July, 2001 by and between Pelican Mobile Computers, Inc. and the STATE OF MARYLAND, acting through the MARYLAND DEPARTMENT OF BUDGET AND MANAGEMENT.
SECURITIES PURCHASE AGREEMENTSubscription Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Delaware
SUBSCRIPTION AGREEMENT (the "Agreement") between Tactical Solution Partners, Inc, a Delaware corporation (the "Company"), and the purchaser identified on the signature page hereto (the "Subscriber").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ______________________, 2007, by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”), and the purchaser that has executed the signature page of this Agreement (the “Purchaser”).
ContractWarrant Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE 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, 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.
Consulting AgreementConsulting Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • New York
Tactical Solution Partners, Inc., a Delaware corporation (hereinafter referred to as “Company”) and Birch Systems LLC, a Georgia limited liability company (hereinafter referred to as “Consultant”) agree as follows to terms and conditions of this Consulting Agreement as of the last date written below:
