Lindon , UT 84042 Attention: Gaylord Karren, CEO Telephone: (801) 443-1031 Facsimile: (801) 443-1029 With a copy to: Reed Smith LLP One Riverfront Plaza Suite 1000 Newark , NJ 07102 Attention: Gerard S. DiFiore, Esq. Telephone: (973) 621-3179...Registration Rights Agreement • October 29th, 2004 • Electric Aquagenics Unlimited Inc • Specialty cleaning, polishing and sanitation preparations • New Jersey
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • October 29th, 2004 • Electric Aquagenics Unlimited Inc • Specialty cleaning, polishing and sanitation preparations • New Jersey
THIS AGREEMENT dated as of the ___ day of October 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and ELECTRIC AQUAGENICS UNLIMITED, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company").
ContractPlacement Agent Agreement • October 29th, 2004 • Electric Aquagenics Unlimited Inc • Specialty cleaning, polishing and sanitation preparations • New York
This Agreement shall be governed by and construed in all respects under the laws of the State of New York, without reference to its conflict of laws rules or principles. Any suit, action, proceeding or litigation arising out of or relating to this Agreement shall be brought and prosecuted in such federal or state court or courts located within the State of New Jersey as provided by law. The parties hereby irrevocably and unconditionally consent to the jurisdiction of each such court or courts located within the State of New Jersey and to service of process by registered or certified mail, return receipt requested, or by any other manner provided by applicable law, and hereby irrevocably and unconditionally waive any right to claim that any suit, action, proceeding or litigation so commenced has been commenced in an inconvenient forum.
ContractEscrow Agreement • October 29th, 2004 • Electric Aquagenics Unlimited Inc • Specialty cleaning, polishing and sanitation preparations • New Jersey
Exhibit 5 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of October __, 2004 by ELECTRIC AQUAGENICS UNLIMITED, INC., a Delaware corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and DAVID GONZALEZ, ESQ. (the "Escrow Agent"). BACKGROUND WHEREAS, the Company and the Investor have entered into an Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of the date hereof, pursuant to which the Investor will purchase the Company's Common Stock, par value US$0.0001 per share (the "Common Stock"), at a price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement, for an aggregate price of up to Ten Million U.S. Dollars ($10,000,000). The Standby Equity Distribution Agreement provides that on each Advance Date the Investor, as that term is defined in the Standby Equity Distribution Agreement, shall deposit the
