0001162327-02-000107 Sample Contracts

COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • August 13th, 2002 • Virtra Systems Inc • Services-business services, nec

This Commercial Lease Agreement ("Lease") is made and effective August 4, 2000, by and between Ferris Holdings, L.L.C., an Arizona Limited Liability Company ("Landlord") and Ferris Productions, Inc., a Delaware Corporation ("Tenant"). Landlord is the owner of land and improvements commonly known and numbered as 5631 S. 24th St., Phoenix, AZ 85040 and legally described as follows (the "Building"): 18,000 Sq. Ft. free-standing building and all associated land. Landlord makes available for lease a portion of the Building designated as 5631 S. 24th St. (the "Leased Premises"). Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth. THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. A. Landlord hereby leases the Leased Premises to Tenant, and Ten

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Contract
Virtra Systems Inc • August 13th, 2002 • Services-business services, nec

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

UNIVERSE ARCADE SYSTEM LEASE AGREEMENT
Lease Agreement • August 13th, 2002 • Virtra Systems Inc • Services-business services, nec

THIS AGREEMENT is made and entered into this ___day of ____, 2001 by and between FERRIS PRODUCTIONS, INC., a Delaware Corporation (hereafter “LESSEE”) and ___________ (hereafter “LESSOR”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2002 • Virtra Systems Inc • Services-business services, nec

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July __, 2002, by and between VIRTRA SYSTEMS, INC., a company organized under the laws of state of Texas, with its principal executive office at 440 North Center, Arlington, TX 76011 (the “Company”), and the undersigned investor (the “Investor”).

Contract
Virtra Systems Inc • August 13th, 2002 • Services-business services, nec

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement Registration Rights Agreement • August 13th, 2002 • Virtra Systems Inc • Services-business services, nec

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July __, 2002, by and between VirTra Systems, Inc., a company organized under the laws of state of Texas, with its principal executive office at ___________________(the “Company”), and the undersigned investor (the “Investor”).

EXHIBIT F ESCROW AGREEMENT
Exhibit F Escrow Agreement • August 13th, 2002 • Virtra Systems Inc • Services-business services, nec • Connecticut

THIS ESCROW AGREEMENT (“Agreement”) is made as of July __, 2002 by and among VirTra Systems, Inc. (the “Company”), Dutchess Private Equities Fund, L.P. (the “Investor”) and Joseph B. LaRocco, Esq., with an office at 49 Locust Avenue, Suite 107, New Canaan, CT 06840 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Transaction Documents referred to in the first recital.

VIRTRA SYSTEMS, INC. ____________________ This offering consists of up to $450,000 of the Company’s Convertible Debentures convertible into the Company’s Common Stock. ____________________ SUBSCRIPTION AGREEMENT ___________________ SUBSCRIPTION PROCEDURES
Virtra Systems Inc • August 13th, 2002 • Services-business services, nec • Texas

Convertible Debentures of VirTra Systems, Inc. (the “Company”) are being offered (the “Debentures”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the “Questionnaire”) and a subscription agreement (the “Subscription Agreement”). In addition, the subscriber must make a payment to an escrow fund for the amount being purchased. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreemen

INVESTMENT AGREEMENT
Investment Agreement • August 13th, 2002 • Virtra Systems Inc • Services-business services, nec • Texas

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of July __, 2002 by and among VirTra Systems, Inc., a Texas corporation (the “COMPANY”), and the undersigned investor (the “INVESTOR”).

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