EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”) dated December 29, 2005 and effective as of December 29, 2005 (the “Effective Date”), between Cape Coastal Trading Corporation, a Delaware corporation, with its principal place of business located at 8550 West Bryn Mawr, Suite 200, Chicago, Illinois 60631 its affiliates, subsidiaries, successors and assigns (the “Company”) and Timothy E. Takesue, an individual residing in Geneva, Illinois (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December __, 2005, by and among Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), uBid, Inc., a Delaware corporation with headquarters located at 8550 West Bryn Mawr Avenue, Suite 200, Chicago, IL 60631 (“uBid”) and the investors listed on the Schedule of Investors attached hereto as Exhibit A-1 or A-2, as such Exhibits may be amended from time-to-time (individually, an “Investor” and collectively, the “Investors”).
CAPE COASTAL TRADING CORPORATION FORM OF WARRANTSecurities Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • New York
Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, ____________________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _________ (X,XXX) shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares issuable under the warrants, the “Warrant Shares”) at an exercise price equal to $4.50 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from the date hereof and through and including October 3, 2008 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (“Warrant”) is being issued in connection with the Merger and is one of a series of similar warrants issued pursuant to the Merger but subject to, where applicable, the terms of that certain Securities Purchase Agreement, dated as of December 22, 2005, by
December 29, 2005Lock-Up Letter Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • New York
This Lock-Up Letter Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2005 by and among Cape Coastal Trading Company (the “Company”), uBid, Inc. and the investors party thereto (the “Investors”), with respect to the issuance of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) and warrants to acquire additional shares of Common Stock. Terms not defined herein have the meaning given them in the Purchase Agreement.
INDEMNITY AGREEMENTIndemnification & Liability • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • Delaware
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of ____________, 2005 and is made by and between Cape Coastal Trading Corporation, a Delaware corporation (the “Company”), and ____________________, an officer or director of the Company (the “Indemnitee”).
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • January 5th, 2006 • Cape Coastal Trading Corp • Wholesale-durable goods • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered as of December 29, 2005, by and among Cape Coastal Trading Corporation, a Delaware corporation (“Parent”), uBid Acquisition Co., Inc., a Delaware corporation (“Acquisition Subsidiary”), which is a wholly owned subsidiary of Parent, and uBid, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in the glossary contained in Article 7 hereof.
