ContractWarrant Agreement • May 14th, 2007 • Sti Group Inc • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2007 • Sti Group Inc • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2006, by and among Financial Systems Group, Inc., a Delaware corporation, with headquarters located at 30950 Rancho Viejo Rd #120, San Juan Capistrano, CA 92675 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • May 14th, 2007 • Sti Group Inc • New York
SECURITY AGREEMENT (this “Agreement”), dated as of December 15, 2006, by and among Financial Systems Group, Inc., a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2007 • Sti Group Inc • Delaware
This Indemnification Agreement ("AGREEMENT") is entered into as of the 31st day of December, 2006 by and between FINANCIAL SYSTEMS GROUP, INC., a Delaware corporation (the "COMPANY") and DAVID WALTERS ("INDEMNITEE").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 14th, 2007 • Sti Group Inc • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of December 15, 2006, by and among Financial Systems Group, Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2007 • Sti Group Inc • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 15, 2006, by and among Financial Systems Group, Inc., a Delaware corporation, with headquarters located at 30950 Rancho Viejo Rd #120 San Juan Capistrano, CA 92675 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENTPlacement Agent and Advisory Services Agreement • May 14th, 2007 • Sti Group Inc • California
This Placement Agent and Advisory Services Agreement (this "Agreement") is made as of May 1, 2007 (the “Effective Date”), by and between STI Group, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Monarch Bay Associates, LLC, a California limited liability company ("MBA"). MBA and the Company agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Sti Group Inc • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of November 1, 2006 to be effective as of the date services were first rendered, by Solana Technologies, Inc., a Nevada corporation (the “Company”) and Kim McCaffrey (the “Executive”).
ContractShare Exchange Agreement • May 14th, 2007 • Sti Group Inc • Delaware
SHARE EXCHANGE AGREEMENT, dated as of December 15, 2006 (the “Agreement”), among FINANCIAL SYSTEMS GROUP, INC., a Delaware corporation (“FSG”), SOLANA TECHNOLOGIES, INC., a Nevada corporation (“STI”), and MONARCH BAY CAPITAL GROUP, LLC, a California limited liability company (the “STI Shareholder”).
EXCHANGE AND RELEASE AGREEMENTExchange and Release Agreement • May 14th, 2007 • Sti Group Inc • Delaware
THIS EXCHANGE AND RELEASE AGREEMENT (this “Agreement”) is made and entered into this 15th day of December, 2006, by and between Financial Systems Group, Inc., a Delaware corporation (“FSG”) and AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore Ltd. and AJW Qualified Partners, LLC (collectively, the “NIR Parties”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • May 14th, 2007 • Sti Group Inc • California
Support Services Agreement (this "Agreement") dated as of May 1, 2007 (the "Effective Date") between Monarch Bay Management Company, LLC, a California limited liability company ("MBMC") and STI Group, Inc., a Delaware corporation (“STI”).
ContractTerm Note • May 14th, 2007 • Sti Group Inc • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HURON HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
