ContractWarrant Agreement • January 16th, 2009 • Sti Group Inc • Services-computer integrated systems design • 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 DECEMBER 31, 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 • January 16th, 2009 • Sti Group Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and among STI Group, Inc., a Delaware corporation, with headquarters located at 30950 Rancho Viejo Road, #120, San Juan Capistrano, CA 92675 (the “Company”), and the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 16th, 2009 • Sti Group Inc • Services-computer integrated systems design • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of December 31, 2008, by and among STI Group, Inc., a Delaware corporation (“Parent”), Systems Evolution Incorporated, a Texas 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 • January 16th, 2009 • Sti Group Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2008 by and among STI Group, Inc. a Delaware corporation, with headquarters located at 30950 Rancho Viejo Road, #120, San Juan Capistrano, CA 92675 (the “Company”), and the purchaser set forth on the signature pages hereto (the “Buyers”).
ContractPurchase Agreement • January 16th, 2009 • Sti Group Inc • Services-computer integrated systems design • California
PURCHASE AGREEMENT, dated as of December 31, 2008 (the “Agreement”), among STI GROUP, INC., a Delaware corporation (“STIG”), SYSTEMS EVOLUTION, INC., an Idaho corporation (“SEI”).
