0001121781-06-000103 Sample Contracts

Contract
Warrant Agreement • May 30th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 30th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30, 2006, by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 30, 2006 among EDGEWATER FOODS INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Convertible Preferred Stock Purchase Agreement • May 30th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May 30, 2006 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 30th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping

This Amendment No. 1 (this “Amendment”) is made and entered into as of the ____ day of May, 2006 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and the undersigned purchasers (the “Purchasers”) of shares of Series A Convertible Preferred Stock of the Company. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Rights Agreement (as defined below).

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