PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec • Florida
This Placement Agency Agreement (the “Agreement”) confirms the retention by Interstate Data USA, Inc., a Delaware corporation (the “Company”), of Newbridge Securities Corporation, a Virginia corporation (the “Placement Agent”), to act as the placement agent on a “best efforts” basis in connection with the private placement (the “Placement”) of Units (as defined below) of the Company on the terms set forth below. The Company acknowledges and agrees that the Agreement is not an agreement by the Placement Agent or any of its affiliates to underwrite or purchase any securities or otherwise provide any financing. Under no circumstances will the Placement Agent be obligated to purchase any Units (as defined below) for its own account, and in soliciting purchases of Units, the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and wit
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2007, by and between Interstate Data USA, Inc., a Delaware corporation (the “Company”), and the purchaser that has executed the signature page of this Agreement (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) made effective as of the 25th day of March 2006 (the “Effective Date”), by and between INTERSTATE DATA USA, INC., a Delaware corporation (referred to as the “Corporation”), with its principal operating offices located in Houston, Texas, and RANDY R. CARPENTER, an individual resident of the State of Kentucky (referred to as “Employee”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec • Texas
This Warrant is issued pursuant to, and is subject to the terms and conditions of, the Subscription Agreement dated September 28, 2007 by and between the Company and the Warrantholder (the "Subscription Agreement").
STOCK OPTION AGREEMENTStock Option Agreement • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec
THIS STOCK OPTION AGREEMENT is made effective _____________, between INTERSTATE DATA USA, INC., a Delaware corporation, (hereinafter called the “Corporation”), and ____________________________ (hereinafter called “Employee”).
AMENDMENT NO. 2 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec
THIS AMENDMENT NO. 2 TO PLACEMENT AGENCY AGREEMENT (this “Amendment”) is effective as of May 16, 2007 by and between INTERSTATE DATA USA, INC., a Delaware corporation (the "Company"), and NEWBRIDGE SECURITIES CORPORATION, a Virginia corporation (the “Placement Agent”). The Company and the Placement Agent are referred to together as the "Parties".
SUBSCRIPTION AGREEMENT INTERSTATE DATA USA, INC. Private Offering of Units Offering: 700,000 Units at $3.00 per Unit Total Offering: $2,100,000 HOW TO SUBSCRIBESubscription Agreement • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec • Texas
Interstate Data USA, Inc., a Delaware corporation (the “Corporation”), is offering to certain accredited investors (the “Offering”) up to a maximum of 700,000 units (the “Units”), which consist of one share of 8% Series A convertible preferred stock, $0.001 par value per share (the “Series A Preferred Stock”), of the Company and one callable warrant (“Warrant”), the terms of which are described in the Corporation’s Confidential Private Placement Memorandum, as supplemented and amended (“Memorandum”). Any qualified subscriber who wishes to purchase Units of the Corporation should deliver the following items to the Corporation’s placement agent Newbridge Securities Corporation (the “Placement Agent”).
PROMISSORY NOTEPromissory Note • May 13th, 2008 • Interstate Data Usa Inc • Services-business services, nec • Kentucky
FOR VALUE RECEIVED, ___________________________, a corporation (the “Borrower”), residing at, _________________________________________________ hereby promises to pay to the order of ____________________________________________, an individual residing at _______________________________________________ (the “Lender”; Lender and all other or subsequent holders of this Note being sometimes referred to as the “Holder”), on order, without demand, the principal sum of ______________________________________ Dollars ($__________________________________) (the “Loan”) together with interest on the unpaid principal amount until paid in full, at a fixed rate of ________________________ percent (___%) per annum until all sums due hereunder are paid in full. Unless retired earlier or unless the maturity hereof is sooner accelerated based on an Event of Default (as defined below), this Note shall mature and the principal sum due hereunder, together with all accrued and unpaid interest thereon and oth
