FORM OF DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of the [__] day of [________], 2007, is made by and between G8Wave, Inc., a Delaware corporation (the “Corporation”) and [_________________] (the “Indemnitee”).
FORM OF WARRANTWarrant Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
Employment AgreementEmployment Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Massachusetts
This Employment Agreement (the “Agreement”) is made and entered into effective as of April 2, 2007 (the “Effective Date”), by and between G8Wave, Inc., a Delaware corporation whose executive office is located at 126 Brookline Avenue, 2nd Floor, Boston, MA 02215 (the “Company”), and Habib Khoury (the “Executive”), an individual residing at P.O. Box 428, Weston, MA 02493. The Company and the Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”
FORM OF RESTRICTED STOCK AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive PlanRestricted Stock Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 13, 2007, is made by and between International Food and Wine Consultants, Inc., a Delaware corporation (“Seller”), and Mary Beth Clark (the “Buyer”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive PlanRestricted Stock Unit Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
FORM OF LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services
The undersigned officers and directors of G8Wave, Inc., a Delaware corporation (the “Company”), understand that you (“You”) have entered into a Subscription Agreement (the “Subscription Agreement”) for the purchase of shares of common stock, par value $0.001 per share (“Common Stock”), of g8wave Holdings, Inc., a Delaware corporation (“Holdings”), in a private offering of up to 200 units of Holdings, each unit consisting of 16,666 shares of Common Stock and a warrant to purchase 8,333 shares of Common Stock at $2.25 per share (the “PIPE”). It is currently anticipated that, concurrently with the closing of the PIPE, the Company will be merged with a wholly-owned subsidiary of Holdings, with the Company being the surviving entity of such merger (the “Merger,” and together with the PIPE, the “Transactions”). As part of the Merger, Holdings will acquire all of the issued and outstanding capital stock of the Company, such that, immediately following the Merger, the Company will be a wholly-
March 29, 2007Engagement Letter • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services
Effective as of the date hereof, the parties hereby agree to amend the Engagement Letter as set forth herein. Except as expressly amended herein, all other terms and conditions of the Engagement Letter are hereby ratified, affirmed, and in full force and effect.
FORM OF INCENTIVE STOCK OPTION AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive PlanIncentive Stock Option Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of August 13, 2007 (the “Agreement”), by and among International Food and Wine Consultants, Inc., a Delaware corporation (“Parent”), G8Wave Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and G8Wave, Inc., a Delaware corporation (the “Company,” and together with Parent and Merger Sub, the “Parties” and each a “Party”).
G8WAVE, INC. INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This Investors' Rights Agreement (this "Agreement") is entered into as of April 21, 2006 by and among (i) G8WAVE, INC. a Delaware corporation (the "Company"), (ii) the persons identified as Investors on the signature pages attached hereto (the "Investors") and (iii) Brad Mindich (the "Founder").
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT g8wave Holdings, Inc.Non-Qualified Stock Option Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
g8wave Holdings, Inc. (the “Company”) hereby grants to Grantee an option to purchase the Number of Shares of Common Stock of the Company for the Exercise Price per share set for below (the “Option”) pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”) and upon the terms and conditions below. A copy of the Plan is attached hereto and is incorporated herein in its entirety by reference.
g8wave, IncMusic Sector Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2007, by and between Greenwave Partners LLC, a Colorado limited liability company (“Greenwave”), and G8Wave, Inc., a Delaware corporation (the “Company,” and together with Greenwave, collectively referred to as the “Parties, and each individually a “Party”).
July 26, 2007Employment Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
ContractStock Option Agreement • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS OPTION (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • August 14th, 2007 • International Food & Wine Consultants, Inc. • Services-educational services • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of August 13, 2007, by International Food and Wine Consultants, Inc., a Delaware corporation (“Assignor”), and IFWC Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
