Ppi Capital Group Inc Sample Contracts

Pcs Research Technology Inc – SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of February 28, 2003 by and between PCS Research Technology, Inc. a Delaware corporation ("Debtor") and Global Capital Funding Group, L.P., a Delaware limited partnership ("Secured Party"). 1. Definitions. ----------- (a) Certain Defined Terms. The following terms, as used herein, have the meanings set forth below: "Accounts" means all of the following: (a) accounts receivable, contract rights, book debts, Debentures, drafts and other obligations and indebtedness arising from the sale, lease or exchange of goods or other (May 16th, 2003)
Pcs Research Technology Inc – EXHIBIT A --------- FORM OF CONVERTIBLE DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 1 (May 16th, 2003)

ANNEX A CONVERSION AND REPAYMENT LEDGER ------------------------------------------------------------------------------------------------------------------------------------ Interest Principal Converted Date Principal Balance Converted or Paid or Paid New Principal Balance Issuer Initials Holder Initials ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------

Pcs Research Technology Inc – AMENDMENT NUMBER 1 TO WARRANT ------------------ THIS IS AMENDMENT NUMBER 1 ("this Amendment") that is being executed and delivered by and between Global Capital Funding Group, L.P., a Delaware limited partnership ("GCFG") and PCS Research Technology, Inc., formerly named Direct Placement, Inc., a Delaware corporation (the "Company"), and dated effective as of February 28, 2003 in order to amend that certain Warrant to purchase 125,000 shares of the Company's Common Stock dated December 14, 2001 (the "Warrant") and by which GCFG and the Company, in consideration of the mutual promises containe (May 16th, 2003)
Pcs Research Technology Inc – EXHIBIT A --------- FORM OF CONVERTIBLE DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 1 (May 16th, 2003)

ANNEX A CONVERSION AND REPAYMENT LEDGER ------------------------------------------------------------------------------------------------------------------------------------ Interest Principal Converted Date Principal Balance Converted or Paid or Paid New Principal Balance Issuer Initials Holder Initials ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------

Pcs Research Technology Inc – AMENDMENT NUMBER 1 TO WARRANT ================== THIS IS AMENDMENT NUMBER 1 ("this Amendment") that is being executed and delivered by and between GCA Strategic Investment Fund Limited, a Bermuda corporation ("GCA") and PCS Research Technology, Inc., formerly named Direct Placement, Inc., a Delaware corporation (the "Company"), and dated effective as of February 28, 2003 in order to amend that certain Warrant to purchase 35,000 shares of the Company's Common Stock dated December 14, 2001 (the "Warrant") and by which GCA and the Company, in consideration of the mutual promises contained in the (May 16th, 2003)
Ppi Capital Group Inc – Wednesday January 2, 10:01 am Eastern Time Press Release SOURCE: DirectPlacement, Inc. DirectPlacement Completes Purchase of PCS Securities SAN DIEGO, Jan. 2 /PRNewswire/ -- DirectPlacement, Inc. (OTC Bulletin Board: DPLM - news), a financial technology company and leading independent provider of financial research for institutional investors, today announced that it has completed its previously announced acquisition of PCS Securities, Inc. for $26 million in newly issued common shares. The PCS division of DirectPlacement, which serves more than 500 institutional clients with more than 20 inde (January 7th, 2002)
Ppi Capital Group Inc – [Execution Copy] REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT (as the same may be modified, amended, supplemented and/or restated from time to time, this "Agreement"), dated as of December 21, 2001 (the "Agreement Date"), is by and among DIRECTPLACEMENT, INC., a Delaware corporation (the "Company"), on the one hand, and on the other hand Susanne S. Pruitt and Raymond A. Hill, III (collectively, the "Original Holders"). This agreement is made in connection with that certain Agreement and Plan of Merger dated as of December 14, 2001 among the Company, PCS Merger Corp., PCS Securities, Inc. and t (January 7th, 2002)
Ppi Capital Group Inc – [Execution Copy] VOTING AGREEMENT VOTING AGREEMENT, dated this 21st day of December, 2001, (this "Agreement") by and among DirectPlacement, Inc., a Delaware corporation (the "Company"), Susanne S. Pruitt, an individual residing at 1134 38th Avenue, Seattle, Washington 98122 ("Pruitt"), Raymond A. Hill, III, an individual residing at 905 Shadow Ridge Road, Franklin Lakes, NJ 04717 ("Hill"), Brian M. Overstreet, the President and Chief Executive Officer of the Company ("Overstreet"), and Midori USA Corporation ("Midori"; Pruitt, Hill, Overstreet and Midori shall be collectively referred to as th (January 7th, 2002)
Ppi Capital Group Inc – BY-LAWS OF DIRECTPLACEMENT, INC. By-Laws DirectPlacement, Inc. (A Delaware Corporation) OFFICES 1. The principal place of business of the Corporation within the State of Delaware shall be located at 2711 Centreville Road, Suite 400, City of Wilmington, New Castle County, Delaware. The Corporation may also have offices at such other places as the Board of Directors may from time to time determine, or the business of the Corporation may require. 2. The registered office of the Corporation in the State of Delaware shall be located at 2711 Centreville Road, Suite 400, City of Wilmington, New Castl (November 28th, 2001)
Ppi Capital Group Inc – RESTATED CERTIFICATE OF INCORPORATION OF DIRECTPLACEMENT, INC. RESTATED CERTIFICATE OF INCORPORATION OF DIRECTPLACEMENT, INC. FIRST: The name of the corporation shall be DirectPlacement, Inc. (hereinafter, the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware shall be at 2711 Centreville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name and address of the Corporation's registered agent in the State of Delaware at such address is Corporation Service Company. THIRD: The nature of the business or purpose to b (November 28th, 2001)
Ppi Capital Group Inc – ARTICLES OF MERGER OF PPI CAPITAL GROUP, INC. AND DIRECTPLACEMENT, INC. ARTICLES OF MERGER OF PPI CAPITAL GROUP, INC. AND DIRECTPLACEMENT, INC. To the Division of Corporations and Commercial Code State of Utah Pursuant to the provisions of the Utah Revised Business Corporation Act, the domestic business corporation and the foreign business corporation hereinafter named do hereby adopt the following Articles of Merger. 1. Annexed hereto and made a part hereof is the Agreement and Plan of Merger for merging PPI Capital Group, Inc. with and into DirectPlacement, Inc. as adopted by resolution adop (November 28th, 2001)
Ppi Capital Group Inc – Tuesday November 27, 1:55 pm Eastern Time Press Release SOURCE: DirectPlacement, Inc. PPI Capital Group Changes Name to DirectPlacement SAN DIEGO, Nov. 27 /PRNewswire/ -- PPI Capital Group, Inc. (OTC Bulletin Board: PPIM - news) today announced that on November 21, 2001, its shareholders approved a merger between the company and its operating subsidiary, DirectPlacement, Inc., with DirectPlacement, Inc. as the surviving corporation. The company will operate under the name DirectPlacement, Inc. and the company's stock symbol will be changed to DPLM, effective with the commencement of trading to (November 28th, 2001)
Ppi Capital Group Inc – CERTIFICATE OF MERGER OF PPI CAPITAL GROUP, INC. AND DIRECTPLACEMENT, INC. CERTIFICATE OF MERGER OF PPI CAPITAL GROUP, INC. AND DIRECTPLACEMENT, INC. It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) PPI Capital Group, Inc., which is incorporated under the laws of the State of Utah; and (ii) DirectPlacement, Inc., which is incorporated under the laws of the State of Delaware. 2. An Agreement and Plan of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporati (November 28th, 2001)
Ppi Capital Group Inc – MASTER PROMISSORY NOTE (July 20th, 1999)