0001116502-09-000413 Sample Contracts

Contract
Glowpoint Inc • March 19th, 2009 • Telephone communications (no radiotelephone) • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 16, 2009, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holder of the Company’s Senior Secured Convertible Promissory Notes whose signature appears on the signature page attached hereto (the “Holder”).

SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 16, 2009 by and among GLOWPOINT, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Convertible Preferred Stock Purchase Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone)

This Amendment to Employment Agreement (as defined below) (the “Amendment”), dated as of March 12, 2009, is by and between Glowpoint, Inc., a Delaware corporation (“Glowpoint”), and Edwin F. Heinen (the “Employee”). Capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Employment Agreement.

AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone)

This Amendment to Amended Employment Agreement (as defined below) (the “Amendment”), dated March 12, 2009, is by and between Glowpoint, Inc., a Delaware corporation (“Glowpoint”), and Michael Brandofino (the “Employee”). Capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Amended Employment Agreement.

SERIES A PREFERRED CONSENT AND EXCHANGE AGREEMENT
Series a Preferred Consent and Exchange Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS SERIES A PREFERRED CONSENT AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of March 16, 2009, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A Convertible Preferred Stock (each a “Holder” and collectively the “Holders”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 16, 2009 is by and between ___________ (the "Seller") and Glowpoint, Inc., (the "Purchaser"), with an address of 225 Long Avenue, Hillside, NJ 07016.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone)

This Amendment to Employment Agreement (as defined below) (the “Amendment”), dated March 12, 2009, is by and between Glowpoint, Inc., a Delaware corporation (“Glowpoint”), and David W. Robinson (the “Employee”). Capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Employment Agreement.

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated February 19, 2009, is made by and among Glowpoint, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (the “Investors”).

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