LEASELease • September 6th, 2000 • Astris Energi Inc • Ontario
SALES AGREEMENT between FuelCellStore.com, Inc. ("FCS") P.O. Box 4038 Boulder, Colorado 80306-4038 U.S.A. and Astris Energi Inc. ("AEI") 2175-6 Dunwin Drive Mississauga, Ontario Canada L5L 1X2 The following is the basis of sales agreement for Astris...Sales Agreement • December 1st, 2000 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 10, 2006, by and among ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2006, by and among ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
LICENCE AGREEMENTLicence Agreement • September 6th, 2000 • Astris Energi Inc • Ontario
SECURITY AGREEMENTSecurity Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 10, 2006, by and between ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada with its principal place of business located at 2175 Dunwin Drive, Unit 6, Mississauga, ON L5L 1X2 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2004, by and among Belcor Development Corporation, a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
EQUIPMENT LEASE THIS LEASE made this 22nd day of October, 1998. BETWEEN:Equipment Lease • September 6th, 2000 • Astris Energi Inc
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MAKERAstris Energi Inc • September 6th, 2000 • Ontario
BetweenValue Added Reseller Agreement • October 3rd, 2005 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
Consulting AgreementConsulting Agreement • June 13th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
CONSULTING AGREEMENT entered into this 15 day of March, 2006, by and between Astris Energi Inc. with offices at 2175-6 Dunwin Drive Mississauga, Ontario L5L 1X2 Canada (Hereinafter referred to as the “Company”), and Michael Sheppard with offices at 4229 Warren Road, Franklin, Tennessee, 37067, USA (Hereinafter referred to as the “Consultant”).
ContractCooperation Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
This Value Added Reseller Agreement (“AGREEMENT”) dated May 14, 2004. Between Alternate Energy Corporation (“AEC”) a Canadian corporation having its head office at 3325 North Service Rd. Unit # 105, Burlington, Ontario, Canada and Astris Energi Inc....Value Added Reseller Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
Each Party hereto agrees at all times, before and after the termination of this agreement, to assist, and shall cause its officers, directors, employees, representatives, agents and advisors at all times to assist, upon request, a Party who has gained ownership of any intellectual property in accordance with the foregoing, or its designate, at the requesting Party’s expense, to secure the requesting Party’s rights in such intellectual property and any copyrights, patents, trademarks or other intellectual property rights relating thereto in any and all countries. The obligations of the Parties set out in this section shall survive termination of this agreement indefinitely.
This Reseller Agreement (“AGREEMENT”) dated 23rd day of November, 2005. Between Tropical S.A. (“TROPICAL”) having its head office at and Astris Energi Inc. (“ASTRIS”), an Ontario corporation having its head office atAgreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
AGREEMENT among ASTRIS ENERGI INC. AND MACNOR CORPORATION AND 2062540 ONTARIO INC. JANUARY 20, 2005Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
THIS AGREEMENT made effective as of the second day of January 2005 among ASTRIS ENERGI INC., a corporation incorporated under the laws of Ontario (“AEI”), and MACNOR CORPORATION, a corporation incorporated under the laws of Ontario (“Macnor”) and 2062540 Ontario Inc., a corporation incorporated under the laws of Ontario (“Holdco”).
CONSULTING AGREEMENTConsulting Agreement • June 13th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
WHEREAS, the Consultant has experience in the respective areas that will be of benefit to the Company in its on going business, plans and goals;
ASSET PURCHASE AGREEMENT DATED JUNE 5, 2007 BY AND AMONG ASTRIS ENERGI INC. AND 2062540 ONTARIO, INC. AND MKU CANADA INC.Asset Purchase Agreement • June 13th, 2007 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This ASSET PURCHASE AGREEMENT dated June 5, 2007, is entered into by and among MKU Canada Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Buyer”), and Astris Energi Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“Astris”) and 2062540 Ontario Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Ontario”, and together with Astris, the “Sellers”, and each individually called a “Seller”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS April 5, 2006Irrevocable Transfer Agent Instructions • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
This letter shall serve as our irrevocable authorization and direction to Equity Transfer Services, Inc. (the “Transfer Agent”) to issue the Shares to the Buyer from time to time upon delivery to the Transfer Agent of a properly completed and duly executed Treasury Direction (“Treasury Direction”) substantially in the form attached hereto as Exhibit “A”, delivered to the Transfer Agent by the Escrow Agent on behalf of the Company. Upon receipt of a Treasury Direction, the Transfer Agent shall within five (5) Trading Days thereafter issue and surrender to a common carrier for overnight delivery to the address as specified in the Treasury Direction, one or more certificates, registered in the name of the Buyer or its designees, for the number of Shares to which the Buyer shall be entitled as set forth in the Treasury Direction. For purposes hereof “Trading Day” shall mean any day on which the Nasdaq Market is open for customary trading.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG COLOREP, INC., A CALIFORNIA CORPORATION, ON THE ONE HAND AND CARTHEW BAY TECHNOLOGIES INC., AN ONTARIO CORPORATION, AND CBT ACQUISITION CO., INC., A DELAWARE CORPORATION, ON THE OTHER HAND...Amended and Restated • April 8th, 2010 • Carthew Bay Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is effective as of March 31, 2010, by and among Colorep, Inc., a California corporation (“Colorep”), on the one hand, and Carthew Bay Technologies Inc., an Ontario corporation (“CBT”), and CBT Acquisition Co., Inc., a Delaware corporation and wholly-owned subsidiary of CBT (“Merger Sub”).
SECURITY AGREEMENTSecurity Agreement • February 6th, 2008 • Carthew Bay Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • California
THIS SECURITY AGREEMENT is dated as of February 1, 2008 (the "Agreement") by and between Colorep, Inc., a California corporation (the "Borrower" or the "Company"), with its primary place of business at 9119 Milliken Avenue, Rancho Cucamonga, CA 91730, and Carthew Bay Technologies Inc., an Ontario corporation (the "Secured Party"), which party is also party to a Note Purchase Agreement (the "Note Purchase Agreement") of even date herewith with the Company.
DEBENTURE ---------Astris Energi Inc • April 13th, 2001 • Miscellaneous electrical machinery, equipment & supplies
CONSULTING AGREEMENTConsulting Agreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
Whereas Liikfam Holdings Inc. (hereinafter “Liikfam”) is in the business of providing strategic management and financial services, and whereas Astris Energi Inc. (hereinafter the “Company”) wishes to contract for these services in connection with the commercialization of its fuel cell technology, the parties hereto agree to the following terms:
GENERAL SECURITY AGREEMENTGeneral Security Agreement • February 22nd, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties) it is agreed as follows:
FIRST AMENDMENT TO THE AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2007 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This FIRST AMENDMENT TO THE AMENDED AND RESTATED ASSET PURCHASE AGREEMENT dated July 31, 2007 (the “Amending Agreement”) is entered into by and between MKU Canada Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Buyer”), and Astris Energi Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Seller”).
ContractAstris Energi Inc • February 21st, 2006 • Miscellaneous electrical machinery, equipment & supplies • Ontario
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ASTRIS ENERGI INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT DATED JULY 12, 2007 BY AND BETWEEN ASTRIS ENERGI INC. AND MKU CANADA INC.Asset Purchase Agreement • August 16th, 2007 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SETTLEMENT AGREEMENTAgreement • August 16th, 2007 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
WHEREAS Astris has entered in an amended and restated asset purchase agreement dated July 12, 2007 (the “A&R APA”) with MKU Canada Inc. (“MKU”), whereby Astris will sell, assign and transfer to MKU, and MKU will purchase from Astris, certain of the assets of Astris, upon and subject to the terms and conditions contained in the A&R APA;
Green Shelters Innovations Ltd., 48, Themistokli Dervi, Centannai Building, Office 701, 1066 Nicosia, Cyprus April 30, 2007Letter Agreement • May 4th, 2007 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This letter agreement (this “Letter Agreement”) sets forth the certain terms and conditions whereby GREEN SHELTERS INNOVATIONS LTD., an entity organized under the laws of the Republic of Cyprus (“GSI”), will provide a loan to ASTRIS ENERGI INC., a corporation organized under the laws of the province of Ontario, Canada (“Astris”), evidenced by that certain Secured Convertible Promissory Note to be issued by Astris to GSI (the “Note”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • April 20th, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • New Jersey
THIS SHARE ESCROW AGREEMENT (the “Agreement”) is made and entered into as of April 10, 2006 (the “Effective Date”) by and among ASTRIS ENERGI, INC., a corporation organized under the laws of the province of Ontario, Canada (the “Company”), CORNELL CAPITAL PARTNERS, LP, (“Investor”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
ContractAgreement • February 21st, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
PREFACE: The following Agreement is made between the Parties thereof with the primary objective being to provide Astris Energi Inc. with sufficient capital to uphold its obligations under the final joint venture agreement with CareAction Inc. However, it is realized that, in the event CareAction fails to raise its required financing within a reasonable period of time, Astris will need capital to proceed with the finalization and commercialization of the MC250 generator.
The Empire State Building 350 Fifth Avenue, Suite 4812 New York, NY 10118 Telephone: (212) 375-2950 Facsimile: (212) 931-9339Astris Energi Inc • November 10th, 2005 • Miscellaneous electrical machinery, equipment & supplies • New York
Pursuant to our discussions, we are pleased to confirm the arrangements under which, Ardour Capital Investments LLC, ("Advisor") is engaged by Astris Energi Inc.(together with its subsidiaries and affiliates, the "Company") to act as the Company's financial advisor ("Financial Advisor").
CONSULTING AGREEMENTConsulting Agreement • August 26th, 2005 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies
Whereas Liikfam Holdings Inc. (hereinafter “Liikfam”) is in the business of providing strategic management and financial services, and whereas Astris Energi Inc. (hereinafter the “Company”) wishes to contract for these services in connection with the commercialization of its fuel cell technology, the parties hereto agree to the following terms:
PRIORITY AGREEMENTPriority Agreement • February 22nd, 2006 • Astris Energi Inc • Miscellaneous electrical machinery, equipment & supplies • Ontario
ASTRIS ENERGI INC., a corporation incorporated under the laws of the Province of Ontario and having its registered office at 2175-6 Dunwin Drive, Mississauga, Ontario, Canada L5L 1X2
ContractCarthew Bay Technologies Inc • February 6th, 2008 • Miscellaneous electrical machinery, equipment & supplies • California
THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. ANY PERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 6th, 2008 • Carthew Bay Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • California
THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made as of February 1, 2008, by and between Colorep, Inc., a California corporation (the "Company" or "Colorep"), and Carthew Bay Technologies Inc., an Ontario corporation (the "Lender" or "CBT").
