Mlm World News Today Inc Sample Contracts

Titan Energy Worldwide, Inc. – Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) (January 5th, 2015)
Titan Energy Worldwide, Inc. – PLAN AND AGREEMENT OF MERGER (January 5th, 2015)

THIS PLAN AND AGREEMENT OF MERGER, dated as of December 31, 2014 (the “Agreement”), between PTES Acquisition II Corp., a Nevada corporation (the “Parent”), and Titan Energy Worldwide, Inc., a Nevada corporation and a subsidiary of the Parent (the “Subsidiary”).

Titan Energy Worldwide, Inc. – Fifth Amendment to Credit Agreement (December 4th, 2014)

This Fifth Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of December 2, 2014, by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower, as Guarantors, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (the “Bank”).

Titan Energy Worldwide, Inc. – CERTIFICATE OF DESIGNATION OF THE RIGHTS AND PREFERENCES OF THE SERIES A-1 CONVERTIBLE PREFERRED STOCK OF TITAN ENERGY WORLDWIDE, INC. (December 4th, 2014)

The undersigned, the Chief Executive Officer of Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Chapter 78 of the Nevada Revised Statutes, does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Articles of Incorporation of the Company (as may be amended from time to time, the “Articles”), the following resolution creating a subseries of Preferred Series A Stock, designated as Series A-1 Convertible Preferred Stock, was duly adopted on December 2, 2014, as follows:

Titan Energy Worldwide, Inc. – SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (December 4th, 2014)

This SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of December 2, 2014 by and among Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”), and PTES Acquisition Corp., a Delaware corporation (the “Purchaser”).

Titan Energy Worldwide, Inc. – First Amendment to Amended and Restated Bylaws of Titan Energy Worldwide, inc. (December 4th, 2014)

This First Amendment (this “Amendment”) to the Amended and Restated Bylaws of Titan Energy Worldwide, Inc., a Nevada corporation (the “Corporation”), executed and effective this 2nd day of December, 2014, was duly adopted by the Board of Directors of the Corporation on December 2, 2014.

Titan Energy Worldwide, Inc. – LOAN AND SECURITY AGREEMENT dated as of December 2, 2014 among TITAN ENERGY WORLWIDE, INC., as Borrower, CERTAIN SUBSIDIARIES OF TITAN ENERGY WORLDWIDE, INC., as Guarantors, and PTES ACQUISITION CORP., as Lender (December 4th, 2014)

This LOAN AND SECURITY AGREEMENT dated as of December 2, 2014, among TITAN ENERGY WORLDWIDE, INC., a Nevada corporation (“Borrower”), Guarantors (as defined below), and PTES ACQUISITION CORP., a Delaware corporation (“Lender”).

Titan Energy Worldwide, Inc. – TITAN ENERGY WORLDWIDE, INC. 55820 Grand River, titaSuite 225 New Hudson, MI 48165 (September 16th, 2011)

This agreement (the “Separation Agreement”) is to confirm that Titan Energy Worldwide, Inc. (the “Company”) has accepted your resignation from your positions as Chief Operating Officer, Secretary and Director of the Company on the following terms and conditions. Accordingly, you and the Company agree as follows.

Titan Energy Worldwide, Inc. – HARBORCOVE FUND I, LP FACTORING AND SECURITY AGREEMENT (June 24th, 2011)

Harborcove Fund I, LP (“Harborcove”, “we” or “us” herein) hereby confirms the terms and conditions that are to govern our exclusive factoring arrangement with Stellar Energy Services, Inc. (“Client” or “you” herein) through this Factoring and Security Agreement (“Agreement” herein). Once signed by all parties, this Agreement shall be deemed effective as of the date set forth above.

Titan Energy Worldwide, Inc. – HARBORCOVE FUND I, LP FACTORING AND SECURITY AGREEMENT (June 24th, 2011)

Harborcove Fund I, LP (“Harborcove”, “we” or “us” herein) hereby confirms the terms and conditions that are to govern our exclusive factoring arrangement with Grove Power, Inc. (“Client” or “you” herein) through this Factoring and Security Agreement (“Agreement” herein). Once signed by all parties, this Agreement shall be deemed effective as of the date set forth above.

Titan Energy Worldwide, Inc. – FORM OF PROMISSORY NOTE (April 6th, 2011)

Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”), for value received hereby promises to pay to [__________] or its registered assigns (the “Holder”), the sum of $300,000, or such other amount as shall then equal the outstanding principal amount hereof and all accrued and unpaid interest, as set forth below, on October 20, 2011 (the “Maturity Date”). This Note shall be pre- payable at the Company’s option. Payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

Titan Energy Worldwide, Inc. – CHANGE IN TERMS AGREEMENT (April 6th, 2011)

Reference in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Titan Energy Worldwide, Inc. – EMPLOYMENT AGREEMENT (April 6th, 2011)

THIS AGREEMENT dated as of December 18, 2009, is made and entered into between Titan Energy Systems, Inc. a Minnesota corporation (the "Company"), and Clifford Macaylo, a resident of New Jersey (the "Employee"). The Company and the Employee agree as follows:

Titan Energy Worldwide, Inc. – FORM OF PROMISSORY NOTE (April 6th, 2011)

FOR VALUE RECEIVED TITAN ENERGY WORLDWIDE, INC. (the "Maker"), hereby promises to pay to [________], an individual, or his successors and assigns (the "Payee"), at [_____] or such other address as Payee shall provide in writing to the Maker for such purpose, the principal sum of Three Hundred Thousand Dollars (U.S. $300,000.00) (the "Principal Amount").

Titan Energy Worldwide, Inc. – CONFIDENTIAL SETTLEMENT AGREEMENT (November 19th, 2009)

This Agreement is made effective as November 1, 2009, by and between Deborah Yungner (“Yungner”), ERBUS, Inc., (“ERBUS”) and Titan Energy Development, Inc., Titan Energy Worldwide, Inc., (collectively, “Titan”), Thomas Black and Donald Snede. Yungner, ERBUS, Titan, Thomas Black and Donald Snede are collectively referred to as the “Parties” and singularly referred to as “Party.” Titan, Thomas Black and Donald Snede are collectively referred to as the “Defendants.”

Titan Energy Worldwide, Inc. – REPORT OF INDEPENDENT AUDITORS (August 28th, 2009)

We have audited the accompanying balance sheet of R.B. Grove, Inc. Industrial and Service Departments, as of December 31, 2008, and the related statement of operations and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

Titan Energy Worldwide, Inc. – Contract (August 28th, 2009)

The following unaudited pro forma financial information presents the combined results of Titan Energy Worldwide, Inc. and RB Grove’s Industrial and Service Departments as if the acquisition had occurred January 1, 2008 and for the year ended December 31, 2008. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the Company completed the acquisition at the beginning of that period. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company.

Titan Energy Worldwide, Inc. – SUB-LEASE (June 17th, 2009)

THIS SUB-LEASE (“Sub-Lease”) is made and entered into as of the 1st day of June 2009, between RB GROVE, INC. a Florida corporation (the “Sub-Lessor”), and GROVE POWER, INC. a Florida corporation (the “Sub-Lessee”).

Titan Energy Worldwide, Inc. – SECURITY AGREEMENT (June 17th, 2009)

This SECURITY AGREEMENT (“Agreement”) is entered into as of this 11th day of June 2009, made by and among Grove Power, Inc., a Florida corporation (“Buyer”), and RB Grove, Inc., a Florida corporation (“Secured Party”), with reference to the following facts:

Titan Energy Worldwide, Inc. – SECURED PROMISSORY NOTE (June 17th, 2009)

FOR VALUE RECEIVED and as consideration for executing that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement”), and the sale and transfer of the Assets described therein, GROVE POWER, INC., a Florida corporation (the “Maker”), hereby promises to pay to R.B. GROVE, INC., a Florida corporation, or its successors and assigns (the “Payee”), at 1881 NW 93rd Avenue, Doral, Florida or such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Eighty Six Thousand Six Hundred and Twelve Dollars (U.S. $86,612.00) (the “Principal Amount”).

Titan Energy Worldwide, Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG GROVE POWER, INC., RB GROVE, INC. and THE SHAREHOLDER OF RB GROVE, INC. DATED AS OF JUNE 11, 2009 (June 17th, 2009)

THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated June 11, 2009 and effective June 1, 2009, is by and among Grove Power, Inc., a Florida corporation (“Buyer”), RB Grove, Inc. a Florida corporation (the “Seller”) and a wholly owned subsidiary of Titan Energy Worldwide, Inc. a Nevada corporation, and Tom Piper, the sole shareholder of Seller (the “Shareholder”).

Titan Energy Worldwide, Inc. – TITAN ENERGY WORLD WIDE, INC. 2009 OMNIBUS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (May 15th, 2009)

This Stock Option Agreement (the "Option Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant") by and between Titan Energy Worldwide, Inc., a Nevada corporation (the "Company"), and the Optionee named below (the "Optionee"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company's 2009 Omnibus Stock Incentive Plan (the "Plan").

Titan Energy Worldwide, Inc. – TITAN ENERGY WORLDWIDE SIGNS AGREEMENT TO ACQUIRE SECOND FLORIDA POWER GENERATION SALES AND SERVICE COMPANY -- Acquisition will give Titan Energy coverage of entire state of Florida and significant share of $150 million market for power generation equipment -- (September 10th, 2008)

Minneapolis, MN - September 8, 2008 - Titan Energy Worldwide, Inc. (OTCBB:TEWI), a leader in the manufacturing, marketing and servicing of energy generation products and services, announced today that it has signed a definitive agreement to acquire RB Grove, Inc., an established 50 year provider of power generation equipment and service in southern Florida.

Titan Energy Worldwide, Inc. – LEXXUS CAPITAL 1120 Avenue of the Americas, Suite 4046 New York, New York 10036 212-626-6749 (phone) 646-572-2368 (fax) CONSULTING AGREEMENT (August 14th, 2008)

This agreement ("Agreementn) is entered into, this 11th day of August, 2008 between Titan Energy Worldwide, Inc. (the "Company") and Lexxus Capital ("Consultant").

Titan Energy Worldwide, Inc. – STOCK PURCHASE AGREEMENT (August 14th, 2008)

This Stock Purchase Agreement (this “Agreement”) is made as of August 12, 2008 (the “Effective Date”), by and among Titan Energy Worldwide, Inc., a Nevada corporation (“Buyer”), CJ’s Sales and Service of Ocala, Inc., a Florida corporation (the “Company”), and Mr. Dudley Hargrove, an individual resident of Florida (the “Seller”).

Titan Energy Worldwide, Inc. – Contract (February 26th, 2008)

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Titan Energy Worldwide, Inc. – REGISTRATION RIGHTS AGREEMENT (February 26th, 2008)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [___], 2007, by and among Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”) and each purchaser (each a “Purchaser” and collectively, the “Purchasers”), of securities of the Company pursuant to a Subscription Agreement (as defined below).

Titan Energy Worldwide, Inc. – PRESS RELEASE Oct 2, 2007 For immediate release Contact: Jeff Flannery (October 5th, 2007)
Safe Travel Care Inc – STOCK FOR SERVICES COMPENSATION PLAN 2006 II (November 7th, 2006)

Exhibit 4.1 STOCK FOR SERVICES COMPENSATION PLAN 2006 II Safe Travel Care, Inc. A NEVADA CORPORATION The Board of Directors of Safe Travel Care, Inc. hereby adopts the following plan for compensation of service providers with common stock in lieu of cash. This Plan is adopted as of November 1, 2006. 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2. 2. DEFINITIONS. As used in this Plan, the following terms will have the following meanings:

Safe Travel Care Inc – STOCK FOR SERVICES COMPENSATION PLAN 2006 (September 20th, 2006)

Exhibit 4.1 STOCK FOR SERVICES COMPENSATION PLAN 2006 Safe Travel Care, Inc. A NEVADA CORPORATION The Board of Directors of Safe Travel Care, Inc. hereby adopts the following plan for compensation of service providers with common stock in lieu of cash. This Plan is adopted as of this date of September 1, 2006. 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2. 2. DEFINITIONS. As used in this Plan, the following terms will have the follow

Safe Travel Care Inc – STOCK FOR SERVICES COMPENSATION PLAN 2006 (September 14th, 2006)

Exhibit 4.1 STOCK FOR SERVICES COMPENSATION PLAN 2006 Safe Travel Care, Inc. A NEVADA CORPORATION The Board of Directors of Safe Travel Care, Inc. hereby adopts the following plan for compensation of service providers with common stock in lieu of cash. This Plan is adopted as of this date of September 1, 2006. 1. Purposes of the Plan. This Corporation requires the services of its officers and consultants to assist in the transition from development stage to operational stage of its corporate business, and further in the early operational stage with a view to achieving profitability; however, this Corporation does not enjoy the ability to provide cash compensation for all of its needs. It may be necessary, appropriate and desirable, from time to time, to offer shares of common stock to officers and services providers, either initially,

Safe Travel Care Inc – SAFE TRAVEL CARE, INC. 8880 Rio San Diego Dr., 8th Floor, San Diego, CA 92108 Tel (619) 342-7449 Fax (619) 342-7446 STOCK EXCHANGE AGREEMENT (August 7th, 2006)

THIS AGREEMENT is made this 4th day of August, 2006 by and between the controlling stockholders (hereafter referred to as the “Shareholders”) of TITAN ENERGY DEVELOPMENT INC., a Minnesota corporation (the “Company”), and SAFE TRAVEL CARE, INC., a corporation organized under the laws of Nevada (“SFTV”).

Presidential Air Corp – AGREEMENT AND PLAN OF ACQUISITION (March 7th, 2003)

Exhibit 99.1 AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (this "Agreement"), dated and made Closing as of this 18th day of February 2003, is by and between Presidential Air Corporation (hereafter "PAC"), a publicly held Nevada corporation and Certified Aviation Parts, Inc. (hereafter "CAP"), a Nevada corporation. PAC and CAP are referred to herein sometimes collectively as the "Parties" and individually as the "Party." W I T N E S S E T H: WHEREAS, the Boards of Directors of PAC and CAP deem that the acquisition of CAP's common stock by PAC on the terms herein set forth to be desirable and in the best interests of their respective stockholders and, subject to approval by their respective shareholders, desire to adopt this Agreement to result in a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1

Mlm World News Today Inc – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2002 (September 23rd, 2002)

Exhibit 4.1 PRESIDENTIAL AIR CORPORATION EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2002 1. General Provisions. ------------------ 1.1 Purpose. This Presidential Air Corporation Employee Stock Incentive Plan for the Year 2002 (the "Plan") is intended to allow designated officers, employees and certain non-employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of Presidential Air Corporation, a Nevada corporation ("Presidential Air Corporation") and its Subsidiaries (as that term is defined below) which they may have from time to time (Presidential Air Corporation and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase Presidential Air Corporation common stock, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subject to certain restrictions (the "Awar

Mlm World News Today Inc – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2002 (September 23rd, 2002)

Exhibit 4.2 PRESIDENTIAL AIR CORPORATION NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2002 1. Introduction. This "Presidential Air Corporation Non- Employee Directors and Consultants Retainer Stock Plan for the Year 2002" is hereinafter referred to as the "Plan." The purposes of this Plan are to enable Presidential Air Corporation, a Nevada corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees in the form of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). 2. Definitions. The following terms shall have the meanings set forth below: ----------- "Board" means the Board of Directors of th