EXHIBIT 10.12 [LETTERHEAD OF JAGFN] December 14, 2000 Thomas J. Mazzarisi 9829 Arbor Oaks Lane, #206 Boca Raton, FL 33428 Dear Tom: This letter will set forth our agreement relating to your continued employment with JagNotes.com Inc. ("Company") and...Jagnotes Com • December 20th, 2000 • Services-business services, nec • New York
EXHIBIT 10.25 JAG MEDIA HOLDINGS, INC. PLACEMENT AGENT AGREEMENTJag Media Holdings Inc • May 7th, 2002 • Services-business services, nec • New York
WITNESSETH:Securities Purchase Agreement • June 16th, 2000 • Jagnotes Com • Services-business services, nec • New York
EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT made as of this 1st day of February, 2001, by and among JAGNOTES.COM INC., a Nevada corporation, having a business address at 226 West 26th Street, Studio D, New York, New York...Services Agreement • February 2nd, 2001 • Jagnotes Com • Services-business services, nec • New York
RECITALSAgreement and Plan of Reorganization • July 30th, 1999 • Jagnotes Com • Nevada
Exhibit 10.1 JAG MEDIA HOLDINGS, INC. 6865 S.W. 18TH STREET, SUITE B13 BOCA RATON, FL 33433 April 2, 2004 Gary Valinoti 4 Page Drive Red Bank, NJ 07701 Re: Understanding Regarding Your Separation from the Company Dear Gary: This letter ("Letter...Letter Agreement • April 5th, 2004 • Jag Media Holdings Inc • Services-business services, nec • New York
DATED: MAY 24, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Jag Media Holdings Inc • June 1st, 2006 • Services-business services, nec
ARTICLE 1.Security Agreement • June 1st, 2006 • Jag Media Holdings Inc • Services-business services, nec • New Jersey
BUYER -Asset Purchase Agreement • August 21st, 2003 • Jag Media Holdings Inc • Services-business services, nec • New York
LOGO] 226 West 26th Street, Studio D New York, New York 10001 Tel: (646) 205-8300 o (646) 205-8315Jagnotes Com • September 26th, 2001 • Services-business services, nec • New York
WITNESSETHSecurities Purchase Agreement • June 1st, 2006 • Jag Media Holdings Inc • Services-business services, nec • New Jersey
December 9, 2002 Mr. Thomas J. Mazzarisi Chief Financial Officer JAG Media Holdings, Inc. 6865 S.W. 18th Street, Suite B13 Boca Raton, FL 33433 Re: Engagement Letter Dear Mr. Mazzarisi: This letter agreement (this "Agreement") confirms JAG Media...Letter Agreement • February 24th, 2003 • Jag Media Holdings Inc • Services-business services, nec • New York
May 24, 2006Jag Media Holdings Inc • June 1st, 2006 • Services-business services, nec
EXHIBIT 10.13 [LETTERHEAD OF JAGFN] December 14, 2000 Stephen J. Schoepfer 4 Buchak Circle Princeton Junction, NJ 08550 Dear Steve: This letter will set forth our agreement relating to your continued employment with JagNotes.com Inc. ("Company") and...Jagnotes Com • December 20th, 2000 • Services-business services, nec • New York
DATED: MAY 24, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Jag Media Holdings Inc • June 1st, 2006 • Services-business services, nec
BY AND AMONGAgreement and Plan of Merger • December 30th, 2005 • Jag Media Holdings Inc • Services-business services, nec • New York
RECITALS:Lock-Up Agreement • December 30th, 2005 • Jag Media Holdings Inc • Services-business services, nec • Delaware
INVESTMENT AGREEMENTInvestment Agreement • October 3rd, 2013 • CardioGenics Holdings Inc. • Services-business services, nec • New York
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of September 27, 2013 by and between CARDIOGENICS HOLDINGS INC. a Nevada corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
DEBENTUREJagnotes Com • June 16th, 2000 • Services-business services, nec • New York
Exhibit 10.2 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 24, 2006, by and among JAG MEDIA HOLDINGS, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on...Investor Registration Rights Agreement • June 1st, 2006 • Jag Media Holdings Inc • Services-business services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2009 • Jag Media Holdings Inc • Services-business services, nec • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 12th day of March 2009 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and JAG MEDIA HOLDINGS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
ARTICLE I Certain DefinitionsExecution • June 16th, 2000 • Jagnotes Com • Services-business services, nec • New York
Exhibit 10.31 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made by and between JAG Media Holdings, Inc. (the "Company") on the one hand, and Walsh Organization, Inc. ("Walsh") on the other, with respect to the following: 1....Consulting Agreement • November 13th, 2003 • Jag Media Holdings Inc • Services-business services, nec • Texas
EXHIBIT 10.1 SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2003 • Jag Media Holdings Inc • Services-business services, nec
CALP II LIMITED PARTNERSHIPJagnotes Com • December 20th, 2000 • Services-business services, nec
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 13th, 2009 • Jag Media Holdings Inc • Services-business services, nec • New Jersey
THIS AGREEMENT dated as of the 12 day of March 2009 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and JAG MEDIA HOLDINGS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
CONSULTING AGREEMENT This Agreement is made as of this 21st day of July, 2000, by and among JagNotes.com Inc., a corporation duly organized and existing under the laws of the State of Nevada with offices at 1415 Wyckoff Road, 2nd Floor, Farmingdale,...Consulting Agreement • July 25th, 2000 • Jagnotes Com • Services-business services, nec • New York
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • December 20th, 2004 • Jag Media Holdings Inc • Services-business services, nec
WITNESSETH:Placement Agency Agreement • June 16th, 2000 • Jagnotes Com • Services-business services, nec • New York
Rockwood, Inc. David Fuchs Managing Director Investment Banking Telephone (212) 947-4117 Facsimile: (212) 946-9045Letter Agreement • May 7th, 2002 • Jag Media Holdings Inc • Services-business services, nec • New York
EXHIBIT 10.44Business Sale Agreement • December 20th, 2004 • Jag Media Holdings Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2013 • CardioGenics Holdings Inc. • Services-business services, nec • New York
Registration Rights Agreement (the “Agreement”), dated as of September 27, 2013, by and between CARDIOGENICS HOLDINGS INC., a corporation organized under the laws of Nevada (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
EXHIBIT 10.3 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT entered into this 25th day of January, 2005 (hereinafter "Effective Date") by and between STONE STREET ADVISORS, LLC, a Nevada Limited Liability Company ("Stone Street")...Consulting Services Agreement • February 3rd, 2005 • Jag Media Holdings Inc • Services-business services, nec • New Jersey
CONVERTIBLE DEBENTURE UNIT PURCHASE AGREEMENT FOR CARDIOGENICS HOLDINGS INC. OTCBB: CGNH ACCREDITED INVESTORS ONLY Number of Units Offered: Up to 15 Units Price per Unit: $100,000 Minimum Investment: One (1) Unit (Or Any Fractional Units Approved by...Convertible Debenture Unit Purchase Agreement • June 3rd, 2013 • CardioGenics Holdings Inc. • Services-business services, nec • New York
CONVERTIBLE DEBENTURE UNIT PURCHASE AGREEMENT, dated as of ___________________, 2013 (this “Agreement”), is entered into by and between CARDIOGENICS HOLDINGS INC., a Nevada corporation (the “Company”), and each individual or entity named on an executed signature page hereto (each such signatory is referred to as a “Purchaser”) (each agreement with a Purchaser being deemed a separate and independent agreement between the Company and such Purchaser).
MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]Jag Media Holdings Inc • February 8th, 2008 • Services-business services, nec
Pursuant to the Agreement and Plan of Merger dated as of December 27, 2005 by and among JAG Media Holdings, Inc., a Nevada corporation (“Parent”), Cryptometrics Acquisition, Inc. a Delaware corporation (“Merger Sub”), Cryptometrics, Inc., a Delaware corporation (the “Company”) and certain other persons, as amended by the amendments thereto dated January 24, 2007, February 26, 2007, April 2, 2007, April 20, 2007, May 11, 2007, May 18, 2007, June 15, 2007, July 16, 2007, August 16, 2007, November 7, 2007 and February 6, 2008 (as so amended, the “Agreement”), Merger Sub is to merge with and into the Company with the Company surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
