SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies • New Jersey
FULLY DISCLOSED CLEARING AGREEMENTFully Disclosed Clearing Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies • Texas
This Fully Disclosed Clearing Agreement (the "Agreement") is executed and entered into by and between First Southwest Company ("FSWC"), a Texas Corporation, and Charleston Capital ("CLAY') This Agreement will be deemed effective at 12:01 a.m. on the first day business is transacted hereunder.
Amendment to Share Exchange AgreementShare Exchange Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies
This Amendment No.1 to Share Exchange Agreement is dated as of July 15, 2005 (“Amendment No. 1”) by and among (i) Phelps Engineered Plastics Corp. a Nevada corporation (“Phelps”), (ii) Clayton Dunning Group, Inc., a Florida corporation (“CDG”), and (iii) the shareholders of the CDG owning a majority of the outstanding shares (the “Shareholders”). Phelps, CDG, and the Shareholders are referred to collectively as the “Parties”.
ADDENDUM TO SECURITY AGREEMENTSecurity Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies
THIS ADDENDUM TO SECURITY AGREEMENT (the “Addendum”), is entered into and made effective as of August ___, 2005, by and between CLAYTON, DUNNING GROUP, INC., a Florida corporation (the “Company”), and the BUYER listed on Schedule I attached to the Securities Purchase Agreement dated December 22, 2004 (the “Secured Party”) and amends the Security Agreement dated December 22, 2004 between the Company and the Secured Party (the “Security Agreement”).
AGREEMENTAssignment Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies
This Agreement dated the 1st day of December 2005 by and between Clayton Dunning and Company, Inc., a domestic corporation with offices at 40 Wall Street, 315t Floor, New York, New York 10005 hereinafter referred to as "The Assignor," and Mercer Asset Management Company, Inc., a New York with offices at 45 Broadway, 30lh Floor, New York, New York 10006, hereinafter referred to as "The Assignee."
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), is entered into as of the 1st day of July, 2005, by and among: (i) Phelps Engineered Plastics Corp. a Nevada corporation (Alternatively referred to as “Phelps” or the “Corporation”), whose shares of common stock are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) Clayton Dunning Group, Inc., a Florida corporation (“CDG”), and (iii) the shareholders of the Corporation as identified on Schedule A hereto (the “CDG Shareholders”). Phelps, the Corporation, and the CDG Shareholders are referred to collectively as the “Parties”.
FULLY DISCLOSED CLEARING AGREEMENT BETWEEN TERRA NOVA TRADING, L.L.C. -and- Clayton, Dunning & CompanyFully Disclosed Clearing Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies • Illinois
This agreement (the "Agreement"), dated as of July 6, 2004, by and between TERRA NOVA TRADING, L.L.C. ("Clearing Broker") and Clayton, Dunning & Company ("Correspondent"), sets forth the terms and conditions under which Clearing Broker shall provide execution, clearing and settlement services, on a fully disclosed basis, to Correspondent and its customers. Clearing Broker shall provide such services only to the extent required by this Agreement, and shall not be responsible for any duties or obligations not specifically allocated to Clearing Broker by this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies • Florida
AGREEMENT dated this 31st day of October 2005 by and between Clayton, Dunning Group Inc., 2901 South Bayshore Drive, #1E, New York, NY 10022 and its subsidiaries (the “Company”), and Robert C. Lau (“Employee”).
INSIDER PLEDGE AND ESCROW AGREEMENTInsider Pledge and Escrow Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies • New Jersey
THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of August ___, 2005 (the “Effective Date”) by and among CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Pledgee”), CLAYTON DUNNING GROUP, INC., (Formerly, Phelps Engineered Plastics Corp.), a Nevada corporation (the “Company”), ROBERT C. LAU AND PATRICIA D. LAU TENANTS BY THE ENTIRETY, KENNETH E. SIDLER, ROADRUNNER INC., JOSEPH O. GEBRON, ARA PROVDIAN, DAVID S. SANDUCCI, and ADAM C. HENG (collectively the “Pledgors” and individually the “Pledgor”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into as of August ___, 2005 by and among CLAYTON, DUNNING GROUP, INC., a Florida corporation, CLAYTON DUNNING GROUP, INC., (Formerly, Phelps Engineered Plastics Corp.), a Nevada corporation, and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership.
SUB-LEASESub-Lease • April 10th, 2006 • Clayton Dunning Group • Security brokers, dealers & flotation companies
This Sub-Lease dated the 1st day of December 2005 by and between Mercer Asset Management Company, Inc., a New York with offices at 45 Broadway, 30th Floor, New York, New York l0006, hereinafter referred to as "Tenant," and Clayton Dunning and Company, Inc., a domestic corporation with offices at 40 Wall Street, 31st Floor, New York, New York 10005, hereinafter referred to as "Sub-Tenant."
