FTOH CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • Delaware
This Director and Officer Indemnification Agreement, dated as of ___________, 2010 (this “Agreement”), is made by and between FTOH Corp., a Delaware corporation (the “Company”), and ___________ (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on November 3, 2010, by and among FTOH Corp., a Delaware corporation (“Parent”), FTOH Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and 5to1.com, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2010, is made by and between FTOH Corp., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___day of ___, ____ (the “Grant Date”), is between FTOH Corp., a Delaware corporation (the “Company”), and ______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the _______ Equity Incentive Plan (the “Plan”).
EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of ____, ___ (the “Grant Date”), is ___ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the _______ Equity Incentive Plan (the “Plan”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • New York
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of November 3, 2010, by FTOH Holdings, Inc., a Delaware corporation (“Assignor”), and FTOH Corp., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
FTOH CORP. RESTRICTED STOCK AGREEMENT (Non-Assignable) _____________ Shares of Restricted Stock of FTOH CORP.Restricted Stock Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • Delaware
THIS CERTIFIES that on ____ __, 2010, _____ (“Holder”) was granted _____________ shares of fully paid and non-assessable shares (“Shares”) of the Restricted Stock (par value $0.0001 per share) of FTOH Corp. (“Corporation”), a Delaware corporation, pursuant to the terms of the Corporation’s 2010 Equity Incentive Plan (“Plan”), the terms and conditions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his execution of this agreement. A determination of the Committee (as defined in the Plan) under the Plan as to any questions which may arise with respect to the interpretation of the provisions of this award and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
LOCK-UP AGREEMENTLock-Up Agreement • November 9th, 2010 • FTOH Corp • Jewelry, precious metal • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of 5to1.com, Inc., a Delaware corporation (the “Company”). The undersigned understands that the Company will merge (the “Merger”) with a wholly-owned subsidiary of FTOH Corp., a publicly traded Delaware company (“Parent”), concurrently with the private placement by Parent of a minimum of $6,000,000 and a maximum of $10,000,000 shares of Parent’s common stock (the “Shares”), for a purchase price of $1.00 per Share (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement.
