X = Y (A-B) A Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of Warrant Shares being surrendered under the Warrant and pursuant to the Notice (whether a full or partial exercise thereof). A = the Current...Remote Knowledge Inc • April 5th, 2004 • Measuring & controlling devices, nec • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “ACTS”). NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE...Remote Knowledge Inc • August 28th, 2008 • Measuring & controlling devices, nec • Delaware
THIS IS TO CERTIFY THAT, for value received, ________________ or its permitted assignees (the “Holder”), is entitled to purchase from REMOTE KNOWLEDGE, INC., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at an initial purchase price per share of $0.04 (“Exercise Price”), of 2,312,500 duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $.001 per share, of the Company (the “Common Stock”), and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., C.S.T., on August 21, 2018 (the “Expiration Date”).
EXTENSION AND AMENDMENT AGREEMENTExtension and Amendment Agreement • January 29th, 2004 • Remote Knowledge Inc • Measuring & controlling devices, nec
WHEREAS, the secured promissory note of Varitek Industries, Inc. (n/k/a Remote Knowledge, Inc.) payable to SMH Varitek, LLC dated November 27, 2002 (the “Promissory Note”) and the related Security Agreement, Guaranty, Stock Pledge Agreement and Stockholders’ Agreement dated even date therewith require the repayment of the principal of said note to the holder, SMH Varitek, LLC on or about November 27, 2003 (“Maturity Date”); and
PUT AGREEMENTPut Agreement • August 11th, 2006 • Remote Knowledge Inc • Measuring & controlling devices, nec
The undersigned Guarantors of a Promissory Note by and among the holders and Remote Knowledge, Inc., a Delaware corporation, hereby agree with you as the fully registered holder and any successors and assigns (the “Holder”) of the above-referenced Remote Knowledge common stock (“Stock”) as follows:
SECURITY AGREEMENTSecurity Agreement • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
THIS SECURITY AGREEMENT dated as of August 21, 2008 (this "Agreement"), is by and between REMOTE KNOWLEDGE, INC., a Delaware corporation ("Borrower"), and MURAGAI LLC, a Delaware limited liability company, as Lender Representative (as defined in the Credit Agreement (hereinafter defined) for the Lenders (as defined in the Credit Agreement) described below (the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
JUNIOR CONVERTIBLE NOTEJunior Convertible Note • August 28th, 2008 • Remote Knowledge Inc • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned, REMOTE KNOWLEDGE, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ____________ (“Lender”), at its designated office, in lawful money of the United States of America, the principal sum of _________________________, or such lesser amount as is advanced hereunder, together with interest thereon at the rate set forth below.
ContractWarrant • June 18th, 2003 • Varitek Industries Inc • Texas
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “ACTS”). NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN OPINION OF COUNSEL SATISFACTORY TO VARITEK INDUSTRIES, INC. TO THE EFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • June 18th, 2003 • Varitek Industries Inc • California
THIS SETTLEMENT AGREEMENT (“Agreement”) is executed this 17th day of December, 2002, by and between Varitek Industries, Inc., a Texas Corporation (“Varitek”), and Technetics, Inc., a California corporation, doing business as SMTEK San Diego (collectively, the “Parties”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Stockholders’ Agreement (this “Agreement”) is made and entered into as of the 27th day of November, 2002, by and between Varitek Industries, Inc., a Texas corporation (the “Company”); Randy S. Bayne, Harry L. Bayne and BACO International, a Texas corporation (collectively referred to herein as the “Stockholders” and individually as a “Stockholder”); and SMH Varitek LLC, a Delaware limited liability company (“Secured Party”).
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Financial Advisory Agreement (the “Agreement”) is made September 28, 2001 by and between Varitek Industries Inc. (“Varitek” or the “Company”) and Sanders Morris Harris Inc. (“SMH” or the “Advisor”).
LICENSE AGREEMENTLicense Agreement • October 27th, 2003 • Varitek Industries Inc • Measuring & controlling devices, nec
This LICENSE AGREEMENT (“Agreement”), dated and effective as of September , 2003 (“Effective Date”), is made by and between Varitek Industries, Inc., a Texas corporation (“Varitek”), and Cislunar Networks Corp., a Delaware corporation (“Licensee”).
ContractAgreement • December 10th, 2004 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
This agreement (the Agreement”), effective the 30th day of November, 2004 the (“Effective Date”), is made by and between Remote Knowledge, Inc., a Delaware corporation with offices located at 16360 Park Ten Place, Suite 200, Houston, TX 77084 (“Remote Knowledge”) and D & J Marine Technologies, LLC, a Texas Limited Liability Corporation, with offices located at 2025 Mission, Kemah, Texas 77565 (“DJMT”), for the appointment of DJMT as a non-exclusive authorized Remote Knowledge distributor, for all products and services described within this Agreement.
SECURITY AGREEMENTSecurity Agreement • June 18th, 2003 • Varitek Industries Inc
THIS SECURITY AGREEMENT, effective as of February 11, 2003 (as amended or otherwise modified from time to time, the “Agreement”), is made by Cislunar Networks Corp., a Delaware corporation (the “Debtor”), in favor of Varitek Industries, Inc., a Texas corporation (the “Secured Party”).
LOAN AGREEMENTLoan Agreement • November 14th, 2005 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
THIS LOAN AGREEMENT (this “Agreement”) is effective as of the ___day of August, 2005, by and among REMOTE KNOWLEDGE, INC., a Delaware corporation (the “Borrower”), Leonard Nagel, not in his individual capacity, but, solely in his capacity as trustee for the Alan Granader Irrevocable Family Trust, and Daniel Granader, Alan Granader, Harry Granader and Neil Granader as individuals (each a “Lender” and collectively, the “Lenders”).
REMOTE KNOWLEDGE AUTHORIZED MASTER DISTRIBUTOR AGREEMENTAuthorized Master Distributor Agreement • October 27th, 2003 • Varitek Industries Inc • Measuring & controlling devices, nec
This Master Distributor Agreement dated as of October 23, 2003 (hereinafter called this “Agreement”), is by and between REMOTE KNOWLEDGE INC., a Delaware corporation (hereinafter called “RK”), having its principal place of business at 16360 Park Ten Place, Suite 200 Houston, Texas 77084, and SEA SMART, LLC, a New York limited liability company (hereinafter called “Distributor”), having its principal place of business at 1560 Youngs Ave., Box 1178, Southold, New York, 11971.
AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 18th, 2003 • Varitek Industries Inc
THIS AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT (this “Amendment”), is made and entered into as of November 26, 2002, by and among VARITEK INDUSTRIES, INC., a Texas corporation (the “Company”), and SANDERS MORRIS HARRIS INC., a Texas corporation (the “Placement Agent”). Each of the Company and Placement Agent is a “Party” and sometimes they are referred to, collectively, as the “Parties.”
PLACEMENT AGENT AGREEMENT March 21, 2002Placement Agent Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
Varitek Industries, Inc. 16360 Park Ten Place, Suite 200 Houston, Texas 77084 February 11, 2003Varitek Industries Inc • June 18th, 2003
Reference is made to that certain Loan Agreement, dated as of the date hereof and executed simultaneously herewith, between Varitek Industries, Inc., a Texas corporation (“Varitek”), and Cislunar Networks Corp., a Delaware corporation (“Cislunar”) (the “Loan Agreement”) pursuant to which Varitek shall make a term loan to Cislunar in the aggregate amount of $389,674.62 (the “Loan”) in response to Cislunar’s need for immediate financial assistance.
SECURITY AGREEMENTSecurity Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of December, 2002, by and between Beacon Security Partners, LP, a Texas limited partnership (“Beacon”) and Z-Link, LLC, a Texas limited liability company (“Z-Link”), jointly and severally, (collectively “Borrower”), and Varitek Industries, Inc., a Texas corporation (“Secured Party”).
REMOTE KNOWLEDGE, INC. SUBSCRIPTION AGREEMENT August 31, 2004Subscription Agreement • September 3rd, 2004 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
SETTLEMENT AGREEMENT AND RELEASE between ORACLE CORPORATION and REMOTE KNOWLEDGE, INC.Settlement Agreement and Release • March 31st, 2005 • Remote Knowledge Inc • Measuring & controlling devices, nec
This Settlement Agreement and Release (the “Agreement”) is entered into by and between ORACLE CORPORATION (“Oracle”), 500 Oracle Parkway, Redwood City, California, 94065 and REMOTE KNOWLEDGE, INC., formerly known as Varitek Industries, Inc. (“RKI”), 3657 Briarpark, Suite 100, Houston, Texas, 77042. Oracle and RKI may be collectively referred to as “the Parties.”
ATTACHMENT 1 Remote Knowledge, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2007 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
The undersigned hereby subscribes to purchase 750 Units of $1,000 face amount Convertible Notes and Warrants to purchase 2,000 $.001 par value Common Stock exercisable for $.50 per share (the “Securities”) of REMOTE KNOWLEDGE, INC. (“Company”) for $1,000 PER Unit. One half of the Units subscribed will be delivered and paid for immediately. The balance of the Units will be delivered upon payment of the subscription price upon receipt of notice during June, 2007. The Second Tranche may be refused by the undersigned subscriber at his/her option in June, 2007. This subscription may be rejected by the Company in its sole discretion. The Second Tranche may not be rejected by the Company once the first Tranche has been paid.
SECURITY AGREEMENTSecurity Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Agreement (this “Agreement”) is made and entered into as of the 27th day of November, 2002, by and between Varitek Industries, Inc., a Texas corporation (“Borrower”), and SMH Varitek LLC, a Delaware limited liability company (the “Secured Party”).
CONSULTING AGREEMENTConsulting Agreement • August 22nd, 2003 • Varitek Industries Inc • Measuring & controlling devices, nec • Texas
THIS AGREEMENT, made as of the 19th day February 2003, but effective May 12, 2003, by and between Mark Sullivan (hereinafter referred to as “Consultant”) and Varitek Industries, a Texas corporation located at 16360 Park Ten Place, Houston, Texas 77084 (hereinafter referred to as the “Company”).
VOTING AGREEMENT OF VARITEK INDUSTRIES, INC.Voting Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This Voting Agreement is entered into as of the 21s day of March, 2002, by and among Sanders Morris Harris Inc., a Texas corporation (“SMH”), Varitek Industries, Inc., a Texas corporation (“Varitek”), and Harry Bayne, Baco International, Randy Bayne, and Arthur Goetze (Baco International, Harry Bayne, Randy Bayne and Arthur Goetze are collectively referred to as the “5% Shareholders”), in consideration of the mutual covenants provided herein.
REMOTE KNOWLEDGE, INC. SUBSCRIPTION AGREEMENT May 10, 2006Subscription Agreement • August 11th, 2006 • Remote Knowledge Inc • Measuring & controlling devices, nec • Texas
ASSET PURCHASE AGREEMENT between VARITEK INDUSTRIES, INC. as Buyer and CISLUNAR NETWORKS CORP. as Seller September , 2003Asset Purchase Agreement • October 27th, 2003 • Varitek Industries Inc • Measuring & controlling devices, nec • Texas
This Asset Purchase Agreement (this “Agreement”), dated and effective as of September , 2003 (the “Effective Date”), is by and between Cislunar Networks Corp., a Delaware corporation (“Seller”), and Varitek Industries, Inc., a Texas corporation (“Buyer”) (Seller and Buyer are individually referred to herein as a “Party” and collectively referred to herein as the “Parties”). Capitalized terms used in this Agreement have the meanings set forth in Article IX of this Agreement.
LOAN AGREEMENT between VARITEK INDUSTRIES, INC., as Lender and CISLUNAR NETWORKS CORP., as Borrower February 11, 2003Loan Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
THIS LOAN AGREEMENT, effective as of the 11th day of February, 2003 (the “Loan Agreement” or “Agreement”), is made between Varitek Industries, Inc., a Texas corporation (the “Lender”), and Cislunar Networks Corp., a Delaware corporation (the “Borrower”).
NOTE HOLDER SETTLEMENT AGREEMENTNote Holder Settlement Agreement • January 21st, 2009 • Remote Knowledge Inc • Measuring & controlling devices, nec
As noted in the attached letter to Security Holders dated May 7, 2008 (the “Transmittal Letter”), Muragai is “unwilling for the most part to provide funds to pay past liabilities” and that “concessions by other debt holders” are required as a condition to closing the funding. In this regard, we are requesting that creditors agree to a cash settlement for less than the full amount owed to them as specifically set forth below. Interest has been accrued through April 11, 2008 on the note.
MUTUAL SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSMutual Settlement Agreement and Release of All Claims • March 31st, 2005 • Remote Knowledge Inc • Measuring & controlling devices, nec
This Mutual Settlement Agreement and Release of All Claims (“Agreement”) is made and entered into by and between Daniel Goodhall (“Goodhall”), Daniel Pickens (“Pickens”) and Remote Knowledge, Inc., also known previously as Varitek Industries, lnc and its related and affiliated entities (“Company”).
Advantage Agreement for Business (1-99 Lines)Remote Knowledge Inc • December 17th, 2003 • Measuring & controlling devices, nec
Subscriber/Number Commitment Level: 1 (“Lines). A Line or Number is a PCS handset or device activated on Sprint service with a Sprint assigned phone number.
ContractVaritek Industries Inc • June 18th, 2003
EQUITY AGREEMENTEquity Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
This EQUITY AGREEMENT (the “Agreement”) is made, executed and entered into this 22nd day of AUGUST, 2001 by and between VARITEK INDUSTRIES, INC. (Varitek) and BACO International with reference to the following facts:
MANAGEMENT AGREEMENTManagement Agreement • June 18th, 2003 • Varitek Industries Inc • Texas
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of this 15th day of December, 2002, by and among Beacon Security Partners, L.P., a Texas limited partnership (“Beacon”) and Z-Link, LLC, a Texas limited liability company (“Z-Link”) jointly and severally, (collectively, “Company”), and Varitek Industries, Inc., a Texas corporation (“Varitek”).
