FORM OF SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 29th, 2006 • Identica Holdings Corp • Nevada
SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of November 10th, 2005, by and among Identica Holdings Corporation, a Nevada corporation (the “Holding Company”), Identica Corp., a Canadian corporation (“Identica”), and the stockholders of Identica set forth in Exhibit A hereto (collectively, the “Stockholders”).
ContractService Agreement • September 29th, 2006 • Identica Holdings Corp • Florida
This Agreement made the 1st day of February, 2006, by and between Techsphere Co. Ltd of Wonil Building 4th Floor, 980-54 Bangbae-dong, Seocho-gu, Seoul, Korea (“Techsphere”) (and any contractors and or employees of Techsphere and if there is more than one author or engineer providing services on this Agreement then all of them collectively) and Identica Holdings Corporation 3675 South West Shore Blvd.# 260, Tampa, Florida 33629 and its Subsidiary Identica Canada Inc. of 130 Bridgeland Ave, Suite 100, Toronto, Ontario M6A 1Z4, Canada (“Identica").
ContractConvertible Note Agreement • September 29th, 2006 • Identica Holdings Corp • Nevada
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • September 29th, 2006 • Identica Holdings Corp
This DISTRIBUTORSHIP AGREEMENT (the “Agreement”) is made and entered into this May 6, 2005 by and between TechSphere Co., Ltd. a corporation duly organized and existing under the laws of the Republic of Korea, and having its principal office at Wonil Bd. 4F, 980-54, Bangbae-dong Seocho-gu Seoul Korea (hereinafter referred to as "Manufacturer") and Identica Corp. a corporation duly organized and existing under the laws of Canada, and having its principal office at 130 Bridgeland Avenue Suite 100, Toronto, Ontario, Canada M6A 1Z4, (hereinafter referred to as "Distributor").
SHAREHOLDERS’ AGREEMENTShareholder Agreements • September 29th, 2006 • Identica Holdings Corp • Ontario
eRoomsystem Technologies Inc., a publicly traded corporation incorporated pursuant to the laws of the State of Nevada and trading in the United States on the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol ERMS.OB;
ASSET PURCHASE AND LIABILITYASSUMPTION AGREEMENTAsset Purchase and Liability Assumption Agreement • September 29th, 2006 • Identica Holdings Corp • Ontario
This Agreement entered into this the 18th day of November, 2005 by Identica Corp., an Ontario, Canada corporation (hereinafter "Seller"), and Identica Holdings Corporation, a Nevada, USA corporation (hereinafter "Buyer").
Spartan Securities Group, Ltd. 100 Second Avenue South, Suite 300N St. Petersburg, Florida, 33701 Tel 727-502-0508 Fax 727-502-0858Financial Advisory and Investment Banking Agreement • September 29th, 2006 • Identica Holdings Corp • Florida
Subject to a satisfactory due diligence review and in contemplation of a “best efforts” private placement of $2 million this financial advisory and investment banking agreement (the “Agreement”) is made and entered into as of the date above (the “Effective Date”), by and between Spartan Securities Group, Ltd., a Florida Limited Partnership (“Spartan”) and Identica Corp., an Ontario, Canada Corporation, and its subsidiaries, affiliates, portfolio companies and/or investments (collectively hereinafter the "Company"), for the purpose of defining and acknowledging the terms of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2006 • Identica Holdings Corp • Florida
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this ______ day of ________________, 2005, among IDENTICA HOLDINGS CORPORATION., a Nevada corporation (the “Company”), and the other undersigned parties hereto (collectively, the “Purchasers”).
CONTRACT ASSIGNMENTContract Assignment • September 29th, 2006 • Identica Holdings Corp
For good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged by the parties hereto, Identica Corp. (hereinafter “Assignor”) assigns, sells, conveys, and transfers all of Assignor’s interest to Identica Holdings Corporation (hereinafter “Assignee”) in the contract(s) described as follows:
SECURITY AGREEMENT THIS SECURITY AGREEMENT made this 23rd day of May, 2005.Security Agreement • September 29th, 2006 • Identica Holdings Corp
ERoomSystem Technologies, Inc., a body corporate duly incorporated pursuant to the laws of the State of New Jersey, U.S.A.(the “Secured Party”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 29th, 2006 • Identica Holdings Corp • Ontario
This Agreement entered into this the 25 day of April, 2005 by American Biometrics and Security, Inc., a Florida corporation (hereinafter "Seller"), and Identica Corp., an Ontario, Canada corporation (hereinafter "Buyer").
IDENTICA CORP. USA, INC FORM OF RESELLER AGREEMENTReseller Agreement • September 29th, 2006 • Identica Holdings Corp • Florida
WHEREAS Identica wishes to grant the Reseller a non-exclusive right to resell the Products in the Territory (see “Schedule B”) under the terms and conditions defined herein; and
