REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 10th day of January, 2006, by and among Lounsberry Holdings I, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among the Company and the Investor.
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks
AGREEMENT dated as of the 11th day of January, 2006, by and among Lounsberry Holdings I, Inc., a Delaware corporation with its principal office at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia 20191 (the “Company”), and Paul B. Silverman, residing at 20908 Royal Villa Terrace, Sterling, Virginia 20165 (“Executive”).
Void after 5:30 P.M. New York City time on December 31, 2010 SERIES A COMMON STOCK PURCHASE WARRANT OF LOUNSBERRY HOLDINGS I, INC.Warrant Agreement • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks
This is to certify that, FOR VALUE RECEIVED, , or registered assigns (“Holder”), is entitled to purchase, on the terms and subject to the provisions of this Warrant, from Lounsberry Holdings I, Inc., a Delaware corporation (the “Company”), at an exercise price (the “Exercise Price”) of twenty cents ($.20) per share, ( ) shares of common stock, par value $.0001 per share (“Common Stock”), of the Company at any time during the period (the “Exercise Period”) commencing on the July 1, 2006 and ending at 5:30 P.M. New York City time, on December 31, 2010; provided, however, that if such date is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which such banks are not authorized to close. The number of shares of Common Stock to be issued upon the exercise or conversion of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time in the manner set forth in this Warrant. The sh
GUARANTYGuaranty • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks
For valuable consideration, the receipt and sufficiency of which is hereby ack-nowl-edged, Lounsberry Holdings I, Inc., a Delaware corporation (“Guarantor”), hereby unconditionally and irrevocably guarantees to Cornell Capital Partners, LP (“Cornell”), the payment by Global Defense Corporation, a Delaware corporation (“GDC”), of GDC’s obligations to make a payment in the amount of one hundred seventy five thousand dollars ($175,000) pursuant to a certain settlement and release agreement dated January , 2006, among Cornell, GDC and Paul B. Silverman.
Registration Rights ProvisionsStock Exchange Agreement • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks
These Registration Rights Provisions constitute an integral part of the Stock Exchange Agreement (the “Agreement”) dated January , 2006, by and among the Stockholders named therein, and Lounsberry Holdings I, Inc.
Registration Rights ProvisionsRegistration Rights Provisions • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks
These Registration Rights Provisions constitute an integral part of the Agreement and Plan of Reorganization (the “Agreement”) dated January , 2006, by and among Lounsberry Holdings I, Inc., a Delaware corporation (the “Company”), CNS Acquisition Corp., a Virginia corporation and wholly-owned subsidiary of the Company, and Computer Networks & Software, Inc., a Virginia corporation (“CNS”), and Chris Dhas, Chris A. Wargo, and James G. Dramby (collectively, the “Stockholders”).
AGREEMENT AND PLAN OF REORGANIZATION AMONG LOUNSBERRY HOLDINGS I, INC. CNS ACQUISITION CORP. COMPUTER NETWORKS & SOFTWARE, INC. AND CHRIS DHAS, CHRIS A. WARGO, AND JAMES G. DRAMBYAgreement and Plan of Reorganization • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks • New York
This Agreement and Plan of Reorganization (the “Agreement”) dated as of the day of January, 2006, by and among Lounsberry Holdings I, Inc., a Delaware corporation (“Parent”), CNS Acquisition Corp., a Virginia corporation and wholly-owned subsidiary of Parent (“Acquisition Company”), and Computer Networks & Software, Inc., a Virginia corporation (“CNS”), and Chris Dhas, Chris A. Wargo, and James G. Dramby, the sole stockholders of CNS (collectively, “Stockholders,” and each, individually, a “Stockholder”), Parent, Acquisition Company, CNS and Stockholders being referred to collectively as the “Parties” and each, individually, as a “Party.”
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks • New York
This Agreement dated as of the 11th day of January, 2006, by and among Lounsberry Holdings I, Inc., a Delaware corporation having its offices at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia 20191 (the “Issuer”), and the individuals named on Schedule I to this Agreement (collectively, the “Stockholders” and each, individually, a “Stockholder”).
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOUNSBERRY HOLDINGS I, INC. AND BARRON PARTNERS LP DATED JANUARY 10, 2006Preferred Stock Purchase Agreement • January 17th, 2006 • Lounsberry Holdings I Inc • Blank checks • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of January, 2006 between LOUNSBERRY HOLDINGS I, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and BARRON PARTNERS LP, a Delaware limited partnership (“Investor”).
