SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 17, 2007, by and among TITAN GLOBAL HOLDINGS, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2007, by and among TITAN GLOBAL HOLDINGS, INC., a Utah corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
CORPORATE GUARANTYCorporate Guaranty • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
Guarantors (and each a Guarantor): Titan Global Holdings, Inc., a Utah corporation Titan PCB West, Inc., a Delaware corporation Titan PCB East, Inc., a Delaware corporation Oblio Telecom, Inc., a Delaware corporation Titan Wireless Communications, Inc., a Delaware corporation Start Talk Inc., a Delaware corporation Pinless, Inc., a Texas corporation
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New York
This STOCK PLEDGE AGREEMENT dated as of September 17, 2007 (the "Pledge Agreement") is executed by APPALACHIAN OIL COMPANY, INC., a Tennessee corporation ("Assignor"), whose address is 407 International Parkway, Suite 403, Richardson, Texas 75088, to and for the benefit of GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware limited liability company, in its capacity as Agent under the Loan and Security Agreement described below ("Agent"), whose address is 152 West 57th Street, 60th Floor, New York, New York 10019.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is made this 17th day of September, 2007, between APPALACHIAN OIL COMPANY, INC., a Tennessee corporation (the "Assignor"), in favor of GREYSTONE BUSINESS CREDIT II, L.L.C., a Delaware limited liability company, as agent for the benefit of the Lenders as defined in the Loan Agreement defined below (the "Agent").
LAND AND BUILDING LEASE AGREEMENT LANDLORD: YA Landholdings, LLC a Delaware limited liability company TENANT: Appalachian Oil Company, Inc., a Tennessee corporationLand and Building Lease Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
This Land and Building Lease Agreement (this “Lease”), dated for reference purposes only as of , is made by and between YA Landholdings, LLC, a Delaware limited liability company (“Landlord”), and Appalachian Oil Company, Inc., a Tennessee corporation (“Tenant”), with reference to the recitals set forth below.
GUARANTYGuaranty • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New Jersey
GUARANTY, dated as of September 17, 2007 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of YA GLOBAL INVESTMENTS, L.P., in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").
SECURITY AGREEMENTSecurity Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New York
THIS SECURITY AGREEMENT (this "Agreement") is dated as of September 17, 2007, and is between Appco-KY, Inc., a Tennessee corporation corporation ("Grantor") and Greystone Business Credit II, L.L.C. ("Agent").
LOAN AND SECURITY AGREEMENT Dated as of September 17, 2007 among APPALACHIAN OIL COMPANY, INC., as Borrower, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and GREYSTONE BUSINESS CREDIT II, L.L.C., as AgentLoan and Security Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New York
This Loan and Security Agreement (as it may be amended, supplemented or modified from time to time, this "Agreement") is entered into on September 17, 2007, among Appalachian Oil Company, Inc., ("Borrower"), a Tennessee corporation, the lenders from time to time party hereto (such lenders, together with their respective successors and permitted assigns, being referred to individually as a "Lender" and collectively as the "the Lenders"), and Greystone Business Credit II, L.L.C., in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, "Agent"). The Exhibits and Schedules to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.
ADDENDUM TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
This ADDENDUM TO STOCK PURCHASE AGREEMENT (this “Addendum”) is dated as of August 29, 2007, by and among Appalachian Oil Company, Inc., a Tennessee corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Sellers”), and Titan Global Holdings, Inc., a Utah corporation (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of September 17, 2007, by and between TITAN GLOBAL HOLDINGS, INC., a Utah corporation with its principal place of business located at 1700 Jay Ell Drive, Richardson, TX 75081 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
THIRD ADDENDUM TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
This THIRD ADDENDUM TO STOCK PURCHASE AGREEMENT (this “Addendum”) is dated as of September 14, 2007, by and among Appalachian Oil Company, Inc., a Tennessee corporation (the “Company”), the undersigned stockholders of the Company (collectively referred to herein as “Sellers” and each individually as a “Seller”), and Titan Global Holdings, Inc., a Utah corporation (“Buyer”).
ADDENDUM TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
This ADDENDUM TO STOCK PURCHASE AGREEMENT (this “Addendum”) is dated as of September 17, 2007, by and among Appalachian Oil Company, Inc., a Tennessee corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Sellers”), and Titan Global Holdings, Inc., a Utah corporation (the “Buyer”).
CORPORATE GUARANTYCorporate Guaranty • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
Borrowers (and each a Borrower): TITAN GLOBAL HOLDINGS, INC., a Utah corporation TITAN PCB WEST, INC., a Delaware corporation TITAN PCB EAST, INC., a Delaware corporation OBLIO TELECOM, INC., a Delaware corporation TITAN WIRELESS COMMUNICATIONS, INC., a Delaware corporation START TALK INC., a Delaware corporation PINLESS, INC., a Texas corporation
PURCHASE AND SALE AGREEMENT BY AND BETWEEN APPALACHIAN OIL COMPANY, INC. AND APPCO-KY, INC. SELLER AND YA LANDHOLDINGS, LLC AND YA LANDHOLDINGS 7, LLC PURCHASERPurchase and Sale Agreement • September 21st, 2007 • Titan Global Holdings, Inc. • Communications equipment, nec
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into and is effective as of the 17th day of September, 2007 (the "Effective Date"), by and between Appalachian Oil Company, Inc. and APPCO-KY, Inc. (collectively referred to herein as "Seller"), and YA Landholdings, LLC and YA Landholdings 7, LLC (collectively referred to herein as "Purchaser").
