EHIBIT 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of February 1, 2006, by and between POSEIDIS, INC., a Florida corporation with its principal place of business located at 222 Lakeview...Security Agreement • February 7th, 2006 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 1, 2006, by and among POSEIDIS, INC., a Florida corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • February 7th, 2006 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
EXHIBIT 10.3 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 26, 2005, by and among POSEIDIS, INC., a Florida corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • September 1st, 2005 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
Exhibit 10.15 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement is made as of the 27th day of July, 2006, by and between Poseidis, Inc. (the "Company"), a corporation duly organized and existing under the laws of...Consulting Agreement • September 14th, 2006 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • Florida
EXHIBIT 10.3 AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 1, 2006, by and among POSEIDIS, INC., a Florida corporation (the...Investor Registration Rights Agreement • February 7th, 2006 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
EXHIBIT 10.5 SECOND AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT THIS SECOND AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") dated as of February 1, 2006 is between CORNELL CAPITAL PARTNERS, LP, a Delaware...Equity Distribution Agreement • February 7th, 2006 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
RECITALS:Pledge and Escrow Agreement • February 7th, 2006 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
EXHIBIT 10.6 SALES CONTRACT BETWEEN THE UNDERSIGNED Mr. Jacques Annet Paul SAUTY DE CHALON, Doctor in Medicine, husband of Mrs. Francine Madeleine Marcelle LEBEURRIER, residing in CAEN (Calvados), 7, Avenue du Canada, Born in MOULINS (Allier) on March...Sales Contract • June 17th, 2003 • Poseidis Inc • Services-motion picture & video tape production
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 26, 2005, by and between POSEIDIS, INC., a Florida corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • September 1st, 2005 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
RECITALS:Insider Pledge and Escrow Agreement • September 1st, 2005 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
EXHIBIT 10.5 BETWEEN THE UNDERSIGNED: 1/ Mr. Christian BERTHIER, executive of economic development, residing at CLERMONT FERRAND (Puy de Dome), 54 Boulevard Panoramique, Born in CLERMONT FERRAND (Puy de Dome) on April 29, 1947. Divorced from Mrs....Poseidis Inc • June 17th, 2003 • Services-motion picture & video tape production
Exhibit 10.8 POSEIDIS, INC. The undersigned hereby agrees that for a period commencing on August 26, 2005 and expiring on the later of (a) the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns,...Poseidis Inc • April 14th, 2006 • Bottled & canned soft drinks & carbonated waters
The undersigned hereby agrees that for a period commencing on August 26, 2005 and expiring on the later of (a) the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Securities Purchase Agreement between Poseidis, Inc. (the "Company") and the Investor dated August 26, 2005 have been paid or (b) the termination of the Standby Equity Distribution Agreement dated August 26, 2005 between the Company and the Investor (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge (except to the Investor), assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertibl
EXHIBIT 10.2 PARTNERSHIP CONTRACT Between the undersigned: The company ALIDOO RCS PARIS B 429 518 77 SA with a capital of 357 200 F whose registered office is located at 86, Rue Damremont 75018 Paris, France represented by Mr. Jean Sebastien CRUZ as...Billyweb Corp • July 17th, 2000 • Non-operating establishments
EXHIBIT 2.1 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN...Ez Talk • May 16th, 2000 • Non-operating establishments
EXHIBIT 10.9 CORNELL CAPITAL PARTNERS, LP 101 HUDSON STREET, SUITE 3700 JERSEY CITY, NJ 07302 October 24, 2005 Louis Pardo, President Poseidis, Inc. 222 Lakeview Ave., PMB 160, West Palm Beach, FL 33401 Re: Poseidis, Inc. (the "Company") Dear Mr....Poseidis Inc • October 28th, 2005 • Bottled & canned soft drinks & carbonated waters
EXHIBIT 10.3 Translation of the contract of trading content between Billyweb and Eurekan Multimedia.Billyweb Corp • July 17th, 2000 • Non-operating establishments
EXHIBIT 10.4 Translation of the contract of trading content between Billyweb and Quelm.Billyweb Corp • July 17th, 2000 • Non-operating establishments
October 24, 2005 VIA FEDERAL EXPRESS AND FACSIMILE (561) 828-0977 Poseidis, Inc. 222 Lakeview Ave., PMB 160 West Palm Beach, FL 33401 Attention: Louis Pardo Re: Securities Purchase Agreement and Investor Registration Rights Agreement each dated August...Poseidis Inc • October 28th, 2005 • Bottled & canned soft drinks & carbonated waters
Exhibit 10.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER...Note Modification Agreement • September 12th, 2007 • Poseidis Inc • Bottled & canned soft drinks & carbonated waters
