ContractIGIA, Inc. • July 23rd, 2008 • Retail-nonstore retailers • 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 JULY 15, 2008, 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 • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation with its headquarters located at Suite 288, 1173-A 2nd Avenue, New York, NY 10021 (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 • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation (“Parent”), Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware corporation and Shopflash, Inc., a Delaware corporation (collectively, the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation (“Parent”), Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware corporation and Shopflash, Inc., a Delaware corporation (collectively, the “Subsidiary”)(hereinafter, the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Igia, Inc., a Delaware corporation, with headquarters located at Suite 288, 1173-A 2nd Avenue, New York, NY 10021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ContractExercise Agreement • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • 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 JULY 15, 2008, 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.
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 23rd, 2008 • IGIA, Inc. • Retail-nonstore retailers • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of July 15, 2008, among Igia, Inc., a Delaware corporation (the “Company”), Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware corporation and Shopflash, Inc., a Delaware corporation (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
