AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on July 13, 2007, by and among SOUTHRIDGE TECHNOLOGY GROUP, INC., a Delaware corporation (“Parent”), RXELITE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and RXELITE HOLDINGS INC., a Delaware corporation (the “Company”).
Southridge Technology Group, Inc. RxElite Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial InformationMerger Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services
On July 13, 2007, Southridge Technology Group, Inc., a Delaware corporation (“STG”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among STG, RxElite Holdings Inc., a privately held Delaware corporation (“RxElite”), and RxElite Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary of STG (“Acquisition Sub”). Upon closing of the merger transaction contemplated under the Merger Agreement (the “Merger”), Acquisition Sub was merged with and into RxElite, and RxElite, as the surviving corporation, became a wholly-owned subsidiary of STG.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Delaware
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
This First Amendment to Warrant Agreement (this “Amendment”) is entered into as of July [ _ ], 2007 by and between Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”) and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco, and its subsidiary, RxElite, are collectively referred to as “Seller”), and the Warrant Holder (as defined below). This Amendment amends that Warrant Agreement (the “Warrant”), dated as of January 19, 2007 by and among RxElite and the Warrant Holder (as defined therein). Capitalized terms not otherwise defined herein shall have the meanings given in the Warrant.
EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENTExclusive Distribution Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
This Exclusive Distribution Agreement (the "Agreement"), effective June 9, 2004 (the "Effective Date"), is between MINRAD, INC., a Delaware corporation with offices at 847 Main Street, Buffalo, New York 14203, USA ("Manufacturer") and RxElite Holdings Inc., a Delaware corporation with offices at 1404 N. Main, Suite 200, Meridian, Idaho 83642 ("Distributor").
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of July 13, 2007, by Southridge Technology Group, Inc., a Delaware corporation (“Assignor”), and STG Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 13, 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) International Capital Advisory Inc. (the “Buyer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of _____, 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) the investors listed on Exhibit A hereto (the “Buyers”).
FIRST AMENDED AND RESTATED CONVERSION AGREEMENT Between Holders of Series A Preferred Stock of RxElite Holdings Inc., on the One Hand, And RxElite Holdings Inc., on the Other HandConversion Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Idaho
This First Amended and Restated Conversion Agreement (“Agreement”) is dated as of April 26, 2007 and amends and restates that certain Conversion Agreement dated as of October 17, 2006 (the “Original Agreement”) between RxElite Holdings Inc. (the “Company”) and each of the persons who were holders (“Holders”) of Series A Preferred Stock of the Company, par value $0.01 per share (“Preferred Stock”) as at October 17, 2006;
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
WHEREAS, this Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of July 13, 2007, by and among (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire through a wholly-owned subsidiary all of the issued and outstanding capital stock (the “Acquisition”) of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as the “Company”), (ii) RxElite and (iii) the Holders signatory hereto;
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
This First Amendment to Stock Purchase Agreement (this “Amendment”) is entered into as of July [ _ ], 2007 by and between Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”) and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco, and its subsidiary, RxElite, are collectively referred to as “Seller”), and the Buyers (as defined below). This Amendment amends that Stock Purchase Agreement (the “Agreement”), dated as of January 19, 2007 by and among RxElite and the persons and entities listed on Exhibit A thereto (each a “Buyer” and collectively, the “Buyers”). Capitalized terms not otherwise defined herein shall have the meanings given in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Idaho
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 19, 2007, by and between RxElite Holdings Inc. (“Seller”), and the investors listed on Exhibit A hereto (the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July [__], 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) the investors listed on Exhibit A attached hereto (the “Buyers”).
PARTNERSHIP AGREEMENTPartnership Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • Delaware
This Partnership Agreement ("Agreement") is entered into as of the 7th day of November, 2006 ("Effective Date") by and between RxElite, Inc. ("RxElite"), a Delaware corporation, whose principal place of business is 1404 North Main, Suite 200, Meridian, ID 83642 and Core Tech Solutions, Inc. ("Core Tech"), a New Jersey corporation, whose principal place of business is 50 Lake Dr., East Windsor, NJ 08520.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
AGREEMENT dated this ____ day of [ ______ ] 2007, by and among RxElite Holdings, Inc., a Delaware corporation (the “Company”), having an address at 1404 N. Main Street, Suite 200, Meridian, Idaho 83642, [___________] (the “Investor Representative”) and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 300 Park Avenue, New York, New York 10022.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 13, 2007, by and between (i) Southridge Technology Group, Inc., a Delaware corporation (“Pubco”) that will acquire all of the issued and outstanding capital stock of RxElite Holdings Inc., a Delaware corporation (“RxElite”), and succeed to the business of RxElite as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively referred to as “Seller”) and (ii) Mr. Wu Kong King (the “Buyer”).
