Amplidyne Inc Sample Contracts

Wi-Tron, Inc. – MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CELLVINE LTD WI-TRON, INC., AND WI-TRON ACQUISITION LTD Dated as of May 16, 2008 (August 19th, 2008)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into as of May 16, 2008, among CELLVINE LTD, an Israeli corporation (“Cellvine”), WI-TRON, INC., a Delaware corporation (“Parent”), and WI-TRON ACQUISITION LTD, an Israeli corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

Wi-Tron, Inc. – PRESS RELEASE Wi-Tron, Inc. and Cellvine, Ltd Sign Definitive Merger Agreement (May 20th, 2008)

May 19th , 2008 - New Jersey, US - WI-TRON, INC.(OTC Bulletin Board: WTRO.OB - News), a manufacturer of power amplifiers announced today that it has signed a definitive merger agreement with Cellvine, Ltd., a private Israeli corporation that develops and markets coverage and capacity solutions for the wireless telecommunications industry. The merger will enable the companies to combine their technologies to promote efficient and effective delivery of power amplifiers and coverage systems to the wireless market.

Wi-Tron, Inc. – AGREEMENT AND PLAN OF MERGER (July 6th, 2007)

EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of June 29, 2007, by and among WI-TRON, INC., a Delaware corporation ("Parent"), TEK SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), TEK, LTD., a New Jersey corporation ("Company"), and JOHN CHASE LEE ("JCL"), an individual and sole shareholder of the Company") WHEREAS, JCL is both the controlling shareholder of the Company, and an executive officer, director and majority shareholder of the Parent; WHEREAS, the respective Boards of Directors of Parent, Acquisition Sub and Company have determined that a merger of Acquisition Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of their respective shareholders,

Wi-Tron, Inc. – EMPLOYMENT AGREEMENT (November 20th, 2006)

Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 1, 2005 by and between Wi-Tron, Inc., a Delaware corporation, with offices located at 59 La Grange St, Raritan, NJ 08869 (the "Company"), and Tarlochan Bains, an individual residing at 55 Long Hill Drive, Easton, Pennsylvania 18042 (the "Executive"). WITNESSETH : WHEREAS, the Company desires to secure the unique experience, ability and services of the Executive upon the terms and conditions hereinafter set forth and to prevent any other competitive business from securing his services; WHEREAS, the Executive desires to render services to the Company upon the terms and conditions hereinafter set forth; and WHEREAS, the Executive desires to release Company from any and all claims arising from accrued and unpaid compensation due Executive prior to the date of

Wi-Tron, Inc. – EMPLOYMENT AGREEMENT (November 20th, 2006)

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of September 1, 2006 by and between Wi-Tron, Inc., a Delaware corporation, with offices located at 59 LaGrange St, Raritan, NJ 08869 (the "Company"), and Devendar S. Bains, an individual residing at 40 Longhill Drive, Easton, Pennsylvania 18042 (the "Executive"). WITNESSETH: WHEREAS, the Company desires to secure the unique experience, ability and services of the Executive upon the terms and conditions hereinafter set forth and to prevent any other competitive business from securing his services; WHEREAS, the Executive desires to render services to the Company upon the terms and conditions hereinafter set forth; and WHEREAS, the Executive desires to release Company from any and all claims arising from accrued and unpaid salaries due Executive prior to the date o

Wi-Tron, Inc. – AGREEMENT (November 20th, 2006)

Exhibit 10.3 CORPORATE SERVICES AGREEMENT THIS CORPORATE SERVICES AGREEMENT is made and dated for reference effective as of the 14th day of April, 2006 (the "Effective Date"). BETWEEN: SEGUE VENTURES LLC. having its address for delivery and service located at 203 Windsor Avenue, Melrose Park, PA 19027-3510 (the "Consultant"); OF THE FIRST PART AND: WI-TRON, INC. a company duly incorporated under the laws of the United States of America and having an address for delivery and service located at 59 LaGrange Street Raritan, NJ 08869. (the "Company"); OF THE SECOND PART (the Consultant and the Company being hereinafter singularly also referred to as the "Party"

Wi-Tron, Inc. – EMPLOYMENT AGREEMENT (June 2nd, 2006)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of May 26th 2006 by and between Wi-Tron, Inc., a Delaware corporation, with offices located at 59 LaGrange St, Raritan, NJ 08869 (the "Company"), and Joseph K. Nordgaard, an individual residing at 63 Lake Ave, Fair Haven, NJ 07704 (the "Executive"). WHEREAS, the Company desires to secure the unique experience, ability and services of the Executive upon the terms and conditions hereinafter set forth and to prevent any other competitive business from securing his services; WHEREAS, the Executive desires to render services to the Company upon the terms and conditions hereinafter set forth; and NOW, THEREFORE, the parties mutually agree as follows: 1. Employment. The Company hereby employs Executive and the Executive hereby accepts such employment, as the Chief Executive Officer (CEO) of the Company, subject to the

Wi-Tron, Inc. – 2005 STOCK OPTION PLAN (April 6th, 2006)

EXHIBIT 10.11 ------------- WI-TRON, INC 2005 STOCK OPTION PLAN 1. Purpose The purpose of the 2005 Stock Option Plan (the "Plan") is to provide a method whereby selected key employees, selected key consultants, professionals and non-employee directors of Amplidyne, Inc. (the "Company") may have the opportunity to invest in shares of the Company's common stock (the "Common Stock" or "Shares"), thereby giving them a proprietary and vested interest in the growth and performance of the Company, and in general, generating an increased incentive to contribute to the Company's future success and prosperity, thus enhancing the value of the Company for the benefit of shareholders. Further, the Plan is designed to enhance the Company's ability to attract and retain individuals of exceptional manageria

Amplidyne Inc – NOTE PURCHASE AGREEMENT (December 23rd, 2005)

Exhibit 10.5 Agreements and notes in connection with the financing of Lee and associates NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 25, 2004 by and among Amplidyne, Inc., a Delaware corporation (the "Company"), and the party executing this Agreement (such party hereinafter individually referred to as an "Investor"). R E C I T A L S A. The Company requires an aggregate of $500,000 in funding (referred to herein as the "Bridge Amount"). B. The Investor is willing to advance a portion of the Bridge Amount in exchange for the issuance of a certain convertible promissory notes evidencing such advance. NOW THEREFORE, the parties hereby agree as follows: 1. PURCHASE AND SALE OF NOTES. 1.1 First Note Purchase. The undersigned Investor agrees to purchase from the Company, on or before May 25, 2004, a Convertible Promissor

Amplidyne Inc – CERTIFICATE OF INCORPORATION (November 10th, 2005)

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF AMPLIDYNE, INC. Pursuant to Sections 228 and 242 of the Delaware General Corporation Law, the undersigned, being the president of Amplidyne, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify as follows: 1. Article FIRST is amended to read in its entirety as follows: FIRST: The name of the Corporation is Wi-Tron, Inc. 2. Article FOURTH is hereby amended to (a) increase the authorized shares of common stock, $.0001 par value, from 25,000,000 to 100,000,000 shares of common stock, and (b) increase the authorized shares of preferred stock, $.0001 par value, from 1,000,000 to 5,000,000 shares of preferred stock. All oth

Amplidyne Inc – PROMISSORY NOTE SETTLEMENT AGREEMENT (July 21st, 2005)

PROMISSORY NOTE SETTLEMENT AGREEMENT Agreement made as of this 27th day of June, 2005 by and between Amplidyne, Inc., a Delaware corporation ("Amplidyne"), and John Lee ("Purchaser"). WHEREAS, Amplidyne has previously issued convertible promissory notes to Purchaser in exchange for loans totaling $650,000 (the "Notes"), and the Notes are convertible into shares of Amplidyne's Series C preferred stock ("Series C"); WHEREAS, the Certificate of Designation of Series shall be amended to provide for a conversion rate of 100 shares of common stock for each Series C share; WHEREAS, Purchaser agrees rescind and void the Notes and all other loan agreements between Purchaser and Amplidyne in exchange for the issuance to Purchaser of Series C shares convertible into 13,000,000 shares of Amplidyne common stock; WHEREAS, presently Amplidyne has an insufficient amount of authorized shares of common stock to p

Amplidyne Inc – PRESS RELEASE (July 21st, 2005)

[LOGO] AMPLIDYNE PRESS RELEASE AMPLIDYNE, INC. 59, La Grange Street Raritan, NJ 08869 WWW.AMPLIDYNEINC.COM Amplidyne, Inc. Enters Into Agreement to Repay Debt And Appoints a New Chief Executive Officer RARITAN, N.J., July 21, 2005. Amplidyne, Inc. (OTCBB: AMPD.OB - News) announced that it has entered into an agreement with John Chase Lee, one of the Company's directors, whereby the Company issued 130,000 shares of Series C preferred stock, $.0001 par value to Mr. Lee in satisfaction of loans made by Mr. Lee to the Company totaling $650,000. Under the terms of the Agreement, the Registrant will (a) amend the Certificate of Designations for the Series C preferred stock to provide for a conversion rate of 100 shares of the Registrant's common stock for every one Series C share, among other changes; and (b) amend the Certificate of Incorporation,

Amplidyne Inc – STOCK RESTRICTION AGREEMENT (February 2nd, 2004)

Exhibit 2.2 STOCK RESTRICTION AGREEMENT AGREEMENT made January 28, 2004, by and among Davendar Bains, c/o Amplidyne, Inc. 59 Lagrange Street, Raritan, NJ 08869, "Bains"), Phoenix Capital Holdings, 711 Fifth Avenue, Suite 401, New York, NY 10022 ("Phoenix"), and Amplidyne, Inc., 59 Lagrange Street, Raritan, NJ 08869(as to Paragraph 2): Whereas Bains owns 2,272,985 shares of the Common Stock (the "Shares") of Amplidyne, Inc., a Delaware corporation (the "Company"); and Whereas Phoenix and the Company are parties to a subscription agreement dated January 28, 2004 (the "Subbscription Agreement"), by which the Company agreed to use its best efforts to cause its shareholders to approve an increase in the Company's authorized but unissued common shares to at least 70,675,000 shares no later than March 1, 2004; and Whereas in order to induce Phoenix to enter into the Sub

Amplidyne Inc – SUBSCRIPTION AGREEMENT (February 2nd, 2004)

Exhibit 2.1 AMPLIDYNE, INC. SUBSCRIPTION AGREEMENT Amplidyne, Inc. 59 Lagrange Street Raritan, NJ 08869 Name of Subscriber: Phoenix Opportunity Fund II, L.P. SUBSCRIPTION AGREEMENT Amplidyne, Inc. 59 Lagrange Street Raritan, NJ 08869 Attn: Devendar S. Bains Ladies and Gentlemen: 1. Subscription. a. I (sometimes referred to herein as the "Investor"), the undersigned, intending to be legally bound, hereby irrevocably subscribe for and agree to purchase, on the terms and conditions described herein, the number of shares of Series C Convertible Preferred Stock (the "Shares") of Amplidyne, Inc., a Delaware corporation (the "Company") for the aggregate purchase price set forth on the Su

Amplidyne Inc – REDUCES EXERCISE PRICE OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS AND EXTENDS (May 3rd, 2000)

PRESS RELEASE AMPLIDYNE,INC 59 LA GRANGE ST RARITAN, NJ 08869 www.amplidyne,inc.com --------------------- FOR MORE INFORMATION, CONTACT: AMPLIDYNE,INC Phone: 908-253-6870 Fax: 908-253-6875 AMPLIDYNE, INC. SUMMARIZES FINANCIAL RESULTS OF 1999 AND FUTURE OUTLOOK AND REDUCES EXERCISE PRICE OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS AND EXTENDS REDEMPTION DATE Raritan, New Jersey, May 2, 2000 - Amplidyne, Inc. (Nasdaq: AMPD, AMPDW), a manufacturer of power amplifiers and wireless internet access products, announced that revenues for the year ended December 31, 1999 were up 20% compared with revenues for the year ended December 31, 1998. The Company's gross margin was up 400% compared to 1998. The increase in revenues was attributed to a significant increase in sales in the fourth quarter which accounted for 39% of total revenue for 1999. Amplidyne reported a net loss of ($3,535,689) or $(0.62) per share, compared to net loss of ($1,916,354) or

Amplidyne Inc – REDEEMABLE COMMON STOCK PURCHASE WARRANTS (April 7th, 2000)

AMPLIDYNE, INC. 59 LA GRANGE STREET RARITAN, NJ 08869 WWW.AMPLIDYNEINC.COM FOR MORE INFORMATION, CONTACT: AMPLIDYNE, INC. Phone: 908-253-6870 Fax: 908-253-6875 FOR IMMEDIATE RELEASE AMPLIDYNE, INC. TO REDEEM ALL REDEEMABLE COMMON STOCK PURCHASE WARRANTS RARITAN, NEW JERSEY, April 6, 2000 - Amplidyne, Inc. (NASDAQ: AMPD, AMPDW), a manufacturer of power amplifiers and wireless internet access products, today announced that it is redeeming all of its publicly traded Redeemable Common Stock Purchase Warrants. On May 10, 2000 the Company will redeem and cancel all Warrants by paying to the holders thereof $.01 for each Warrant. Alternatively, a holder of Warrants may exercise their rights to purchase shares of the Company's Common Stock by paying to the Company the exercise price of $6.00 per share at any time prior to the end of business on May 9, 2000. The closing sales price of the shares of the Company's Commo

Amplidyne Inc – 1996 INCENTIVE STOCK OPTION PLAN (December 16th, 1999)

EXHIBIT 10.1 1996 INCENTIVE STOCK PLAN AMPLIDYNE, INC. 1996 INCENTIVE STOCK OPTION PLAN (Adopted by the Board of Directors as of May 1, 1996 and by the Stockholders of the Company as of May 1, 1996) 1. PURPOSE. The purpose of the 1996 Incentive Stock Option Plan (the "Plan") is to enable Amplidyne, Inc. (the "Company") to encourage key employees and Directors to contribute to the success of the Company by granting such individuals qualified options. In addition, non-employee directors may participate in the Plan as provided herein. Options granted pursuant to the Plan shall consist of qualified stock options. 2. ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Company or by a Stock Option and Compensation Committee

Amplidyne Inc – WARRANT AGREEMENT (November 27th, 1996)

WARRANT AGREEMENT AGREEMENT, dated as of this _____day of ________, 1996, by and between AMPLIDYNE, INC., a Delaware corporation ("Company"), and American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"). WITNESSETH: WHEREAS, in connection with a public offering of up to 1,610,000 shares of Common Stock, par value $.0001 per share, and 1,610,000 Class A Redeemable Common Stock Purchase Warrants (the "Warrants") pursuant to an underwriting agreement (the "Underwriting Agreement") dated ________ __, 1996 between the Company and Patterson Travis, Inc. ("Patterson"), and the issuance to Patterson or its designees of a Purchase Option to purchase 140,000 additional shares of Common Stock and 140,000 Warrants (the "Purchase Option"), the Company will issue up to 1,750,000 Warrants; WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the

Amplidyne Inc – STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK (October 10th, 1996)

[Form of Face of Warrant Certificate] No. W Warrants VOID AFTER ________ __, 2001 STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK AMPLIDYNE, INC. THIS CERTIFIES THAT FOR VALUE RECEIVED or registered assigns (the "Registered Holder") is the owner of the number of Redeemable Common Stock Purchase Warrants ("Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, par value $.0001 per share ("Common Stock"), of AMPLIDYNE,INC., a Delaware corporation (the "Company"), at any time between the Initial Warrant Exercise Date and the Expiration Date (as hereinafter defined), upon the presentation and surrender of this Warrant

Amplidyne Inc – AGREEMENT BETWEEN AMPLIDYNE, INC. (October 10th, 1996)

AGREEMENT BETWEEN AMPLIDYNE, INC. AND ELECTRONIC MARKETING ASSOCIATES, INC. THIS AGREEMENT made this 8/28/95 by and between Amplidyne Inc., a corporation incorporated under the laws of the State of New Jersey having its principal office at Ilene Court, Belle Mead, NJ, hereinafter referred to as "Manufacturer," and Electronic Marketing Associates manufacturers' representative company operating under the laws of the state of Maryland principal office located at: 14100 Luarel Park Drive, Suite A, Laurel, MD 20707 herein after referred to as "Representative,"provides as follows: 1. APPOINTMENT AND ACCEPTANCE. Manufacture appoints Representative as its exclusive selling representative to sell products (enumerated in Provision #4 hereof) in the territory (defined in Provision #2 hereof); and Representative accepts the appointment and agrees to sell and promote the sales of the Manufacturer's products. 2. TER

Amplidyne Inc – EMPLOYMENT CONTRACT (October 10th, 1996)

EMPLOYMENT CONTRACT AGREEMENT made as of the 13th day of December 1995 between AMPLIDYNE, INC., a Delaware corporation having an office at 144 Belmont Drive, Somerset, N.J. 08873 (hereinafter referred to as the "CORPORATION"), and Harris Freedman, residing at 1241 Gulf of Mexico Dr., Longboat Key, Fl. 34227 (hereinafter referred to as "EMPLOYEE"). IN CONSIDERATION OF the premises and mutual covenants and conditions herein contained, the CORPORATION and EMPLOYEE hereby agree as follows: 1. EMPLOYMENT. The CORPORATION agrees to employ EMPLOYEE, and EMPLOYEE agrees to serve the CORPORATION as a Vice President for strategic alliances upon the terms and conditions hereafter set forth. 2. TERM. The term of this Agreement shall commence immediately, and shall continue for three (3) year terms subject to provisions of Article 7 herein provided. 3. COMPENSATION AND OTHER BENEFITS. (a) For his services to the Company during

Amplidyne Inc – EMPLOYMENT CONTRACT (October 10th, 1996)

EMPLOYMENT CONTRACT ------------------- AGREEMENT made as of the 13th day of December 1995 between AMPLIDYNE, INC., a Delaware corporation having an office at 144 Belmont Drive, Somerset, N.J. 08873 (hereinafter referred to as the "CORPORATION"), and Sharon Will, residing at 250 East 51st Street, New York, NY 10022 (hereinafter referred to as "EMPLOYEE"). IN CONSIDERATION OF the premises and mutual covenants and conditions herein contained, the CORPORATION and EMPLOYEE hereby agree as follows: 1. EMPLOYMENT. The CORPORATION agrees to employ EMPLOYEE, and EMPLOYEE agrees to serve the CORPORATION as a Vice President for Investor Relations upon the terms and conditions hereafter set forth. 2. TERM. The term of this Agreement shall commence immediately, and shall continue for three (3) year terms subject to provisions of Article 7 herein provided. 3. COMPENSATION AND OTHER BENEFITS.

Amplidyne Inc – AGREEMENT BETWEEN AMPLIDYNE, INC. (October 10th, 1996)

AGREEMENT BETWEEN AMPLIDYNE, INC. AND ENS ENGINEERING THIS AGREEMENT made this June 2, 1995 by and between Amplidyne Inc., a corporation incorporated under the laws of the State of New Jersey having its principal office at Ilene Court, Belle Mead, NJ, hereinafter referred to as "Manufacturer." and ENS Engineering a manufacturers' representative company operating under the laws of the state of Korea office located at:Gaepung Bld.#987-14, Daechi-Dong, Kangnamgu, Seoul, 135-283, Korea as "Representative," provides as follows: 1. APPOINTMENT AND ACCEPTANCE. Manufacture appoints Representative as its exclusive selling representative to sell products (enumerated in Provision #4 hereof) in the territory (defined in Provision #2 hereof); and Representative accepts the appointment and agrees to sell and promote the sales of the Manufacturer's products. 2. TERRITORY. Representative's territory shal

Amplidyne Inc – AGREEMENT BETWEEN AMPLIDYNE, INC. (October 10th, 1996)

AGREEMENT BETWEEN AMPLIDYNE, INC. AND LINK MICROTEK LIMITED This agreement made this October 17, 1995 by and between Amplidyne Inc., a corporation incorporated under the laws of the State of New Jersey having its principal office at Ilene Court, Belle Mead, NJ, hereinafter referred to as "Manufactuer." and Link Microtek Limited a manufacturers' representative company operating under the laws of the state and England principal office located at: Unit 17, Campbell Road, bramely, Tadley, Hampshire RG26 SEG here in after referred to as "Representative," provides as follows: 1. APPOINTMENT AND ACCEPTANCE. Manufacture appoints Representative as its exclusive selling representative to sell products (enumerated in Provision #4 hereof) in the territory (defined in Provision #2 hereof); and Representative accepts the appointment and agrees to sell and promote the sales of the Manufacturer'