THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR...Warrant Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research
THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ARE SUBJECT TO THAT CERTAIN LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 23, 2012, BY AND BETWEEN NORWESTECH, INC. AND JOHN THOMAS FINANCIAL, INC.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research • New York
This Executive Employment Agreement (this “Agreement”) is made and effective this 23rd day of February 2012, by and between NorWesTech, Inc., a Delaware corporation having its principal office at 589 Eighth Avenue, 6th Floor, New York, NY 10018 (the “Company”) and Steve Leber, residing at 6181 Hollows Lane, Delray Beach, FL 33484 (the “Executive”).
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF NORWESTECH, INC.Warrant Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research
THIS IS TO CERTIFY that, for value received, Grandparents.com, LLC, its successors and assigns (collectively, the “Holder” or “Holders”), are entitled to purchase, subject to the terms and conditions hereinafter set forth, a number of shares of NORWESTECH, INC., a Delaware corporation (the “Company”) common stock, $0.01 par value per share (the “Common Stock”) equal to the Warrant Share Amount (as defined below), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is one penny ($0.01) per share (the “Exercise Price”). The term “Warrant Share Amount” shall mean the sum of the Additional Conversion Warrant Amount and the Additional Consideration Warrant Amount. The term “Additional Conversion Warrant Amount” means an amount equal to (a) the number of shares of Common Stock issued, from time to time, upon the exercise of the warrants of the Company outstanding as of the date of this Warrant as set forth on Exhibit A (the “Outstanding Warrants”
LOCK-UP AGREEMENTLock-Up Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of February 23, 2012 is made by and between NORWESTECH, INC., a Delaware corporation (the “Company”), and the undersigned (the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2012, is made by and among NorWesTech, Inc., a corporation organized under the laws of Delaware (the “Company”) and each of the undersigned (collectively, the “Holders,” and individually an “Holder”). Each of the Company and Holders are referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET CONTRIBUTION AGREEMENT by and between NORWESTECH, INC. And GRANDPARENTS.COM, LLC Dated February 23, 2012Asset Contribution Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research • Delaware
ASSET CONTRIBUTION AGREEMENT, dated as of February 23, 2012 (this “Agreement”), by and among NORWESTECH, INC., a Delaware corporation (“Company”), and GRANDPARENTS.COM, LLC, a Florida limited liability company (“Contributor”) (each of the foregoing, a “Party” and, collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of February 23, 2012 by and among NorWesTech, Inc., a corporation organized under the laws of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
LOCK-UP AGREEMENTLock-Up Agreement • February 27th, 2012 • GRANDPARENTS.COM, Inc. • Services-commercial physical & biological research • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of February 23, 2012, is made by and between NORWESTECH, INC., a Delaware corporation (the “Company”), and JOHN THOMAS FINANCIAL, INC., a a New York corporation (“JTF”). The Company and JTF are referred to herein individually as a “Party” and collectively as the “Parties.”
