uVuMobile, Inc – GENERAL RELEASE AND SETTLEMENT AGREEMENT (May 22nd, 2009)This General Release and Settlement Agreement (“Agreement”) is made this 29th day of December, 2008 by and between uVuMobile, Inc. (the “Company”) and the Beaton Family (as defined herein). The term “Parties” shall refer to the Beaton Family and the Company collectively.
uVuMobile, Inc – UVUMOBILE, INC. SERIES B CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (May 8th, 2008)UVUMOBILE, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolution which remains in full force and effect as of the date hereof:
uVuMobile, Inc – SECURITIES PURCHASE AGREEMENT (May 8th, 2008)This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2007 between uVuMobile, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
uVuMobile, Inc – SECURITIES PURCHASE AGREEMENT (April 18th, 2008)This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2007 between uVuMobile, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
uVuMobile, Inc – UVUMOBILE, INC. SERIES B CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (April 18th, 2008)UVUMOBILE, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolution which remains in full force and effect as of the date hereof:
uVuMobile, Inc – UVUMOBILE, INC. SERIES B CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (April 10th, 2008)UVUMOBILE, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolution which remains in full force and effect as of the date hereof:
uVuMobile, Inc – SECURITIES PURCHASE AGREEMENT (April 10th, 2008)This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2007 between uVuMobile, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
uVuMobile, Inc – UVUMOBILE, INC. SERIES B CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (March 24th, 2008)UVUMOBILE, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolution which remains in full force and effect as of the date hereof:
uVuMobile, Inc – I am acting as Interim General Counsel to uVuMobile, Inc., a Delaware corporation (the "Company"), in connection with the proposed offer and sale by certain selling shareholders of up to (i) 23,869,824shares of the Company's common stock underlying its 8% Secured Convertible Debentures, (ii) and (ii) up to 300,000 shares of its common stock, for a total of 23,569,824shares of common stock. (March 24th, 2008)In my capacity as counsel to the Company, I have participated in the preparation of Amendment No. 1 to Registration Statement on Form S-1 of the Company with respect to the offer and sale of the common stock to be filed with the Securities and Exchange Commission under the Securities Act of 1933, and the General Rules and Regulations thereunder. Capitalized terms used therein shall have the meanings ascribed to them in the Registration Statement.
uVuMobile, Inc – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UVUMOBILE, INC. (February 14th, 2008)
uVuMobile, Inc – SECURITY AGREEMENT (December 21st, 2007)This SECURITY AGREEMENT, dated as of December __, 2007 (this “Agreement”), is among uVuMobile, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Debentures due December ___, 2009 and issued on December ___, 2007 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
uVuMobile, Inc – COMMON STOCK PURCHASE WARRANT UVUMOBILE, INC. (December 21st, 2007)THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Authorized Share Approval is received and effective (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date the Authorized Share Approval is received and effective (the “Termination Date”) but not thereafter, to subscribe for and purchase from uVuMobile, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
uVuMobile, Inc – REGISTRATION RIGHTS AGREEMENT (December 21st, 2007)This Registration Rights Agreement (this “Agreement”) is made and entered into as of December ___, 2007, between uVuMobile, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
uVuMobile, Inc – COMMON STOCK PURCHASE WARRANT UVUMOBILE, INC. (December 21st, 2007)THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date the Authorized Share Approval is received and effective (the “Termination Date”) but not thereafter, to subscribe for and purchase from uVuMobile, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
uVuMobile, Inc – 8% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER ___, 2009 (December 21st, 2007)THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of uVuMobile Inc., a Delaware corporation, (the “Company”), having its principal place of business at 2160 Satellite Boulevard, Suite 130, Duluth, Georgia 30097, designated as its 8% Secured Convertible Debenture due December ___, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
uVuMobile, Inc – SUBSIDIARY GUARANTEE (December 21st, 2007)SUBSIDIARY GUARANTEE, dated as of December __, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between uVuMobile, Inc., a Delaware corporation (the “Company”) and the Purchasers.
uVuMobile, Inc – FORM OF LEGAL OPINION (December 21st, 2007)We have acted as counsel to uVuMobile, Inc., a Delaware corporation (the “Company”), in connection with the execution and delivery by the Company of the Securities Purchase Agreement, dated as of December __, 2007 (the “Agreement”), by and among the Company and the purchasers identified on the signature pages thereto (the “Purchasers”). This opinion is given to you pursuant to Section 2.2(a) of the Agreement. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement.
uVuMobile, Inc – uVuMobile Completes Strategic Investment Raises Over $2 Million In Convertible Debentures (December 21st, 2007)This press release does not constitute an offer to sell or a solicitation of an offer to buy securities. The convertible debentures, the warrants and the common stock issuable upon conversion of the debentures and exercise of the warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares underlying the convertible debentures and warrants within 120 days of closing of this transaction.
uVuMobile, Inc – SECURITIES PURCHASE AGREEMENT (December 21st, 2007)This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2007 between uVuMobile, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
uVuMobile, Inc – AGREEMENT AND GENERAL RELEASE (November 7th, 2007)This Agreement and General Release (“Agreement”) is entered into by and between uVuMobile, Inc., a Delaware corporation (“uVuMobile”) and Scott Hughes (“Employee”) (uVuMobile and Employee are collectively referred to as the “Parties”) and is effective as of the date of execution by both parties (the “Effective Date”).
uVuMobile, Inc – AGREEMENT AND GENERAL RELEASE (November 7th, 2007)This Agreement and General Release (“Agreement”) is entered into by and between uVuMobile, Inc., a Delaware corporation (“uVuMobile”) and William Loughman (“Employee”) (uVuMobile and Employee are collectively referred to as the “Parties”) and is effective as of the date of execution by both parties (the “Effective Date”).
uVuMobile, Inc – AGREEMENT AND GENERAL RELEASE (November 7th, 2007)This Agreement and General Release (“Agreement”) is entered into by and between uVuMobile, Inc., a Delaware corporation (“uVuMobile”) and Tony Novia (“Employee”) (uVuMobile and Employee are collectively referred to as the “Parties”) and is effective as of the date of execution by both parties (the “Effective Date”).
uVuMobile, Inc – PROMISSORY NOTE WITH WARRANTS (September 25th, 2007)FOR VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby promises to pay Joseph Fitzpatrick an individual and resident of the State of Georgia, with a mailing address of 116 Blazing Ridge Way, Acworth, GA 30101 or his or her assigns (the “Lender”) the principal amount of Twenty-Five Dollars ($25,000.00), together with interest accrued thereon calculated from the date hereof in accordance with the provisions of this Note.
uVuMobile, Inc – PROMISSORY NOTE WITH WARRANTS (September 25th, 2007)FOR VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby promises to pay Chris Carson an individual and resident of the State of Georgia, with a mailing address of 2035 Northside Drive, Atlanta, GA 30305 or his or her assigns (the “Lender”) the principal amount of Fifty Thousand Dollars ($25,000.00), together with interest accrued thereon calculated from the date hereof in accordance with the provisions of this Note.
uVuMobile, Inc – PROMISSORY NOTE WITH WARRANTS (September 25th, 2007)FOR VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby promises to pay KLC Ventures LP an individual and resident of the State of Georgia, with a mailing address of 574 Vinings Springs Drive, Mableton, GA 30126 or his or her assigns (the “Lender”) the principal amount of Twelve Thousand Five Hundred Dollars ($12,500.00), together with interest accrued thereon calculated from the date hereof in accordance with the provisions of this Note.
uVuMobile, Inc – SECURITY AGREEMENT (September 25th, 2007)THIS SECURITY AGREEMENT is made on this 19th day of September, 2007 between uVuMobile, Inc., a Georgia corporation ("Debtor"), and Jerry W. Bratton ("Secured Party").
uVuMobile, Inc – PROMISSORY NOTE WITH WARRANTS (September 25th, 2007)FOR VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby promises to pay Drew Arnold an individual and resident of the State of Georgia, with a mailing address of 4404 Dallas Street, Acworth, GA 30101 or his or her assigns (the “Lender”) the principal amount of Fifty Dollars ($50,000.00), together with interest accrued thereon calculated from the date hereof in accordance with the provisions of this Note.
uVuMobile, Inc – PROMISSORY NOTE WITH WARRANTS (September 25th, 2007)FOR VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby promises to pay Ray Jones an individual and resident of the State of Texas, with a mailing address of 11506 West Ricks Circle, Dallas, TX 75230 or his or her assigns (the “Lender”) the principal amount of Fifty Thousand Dollars ($50,000.00), together with interest accrued thereon calculated from the date hereof in accordance with the provisions of this Note.
uVuMobile, Inc – PROMISSORY NOTE WITH WARRANTS (September 25th, 2007)FOR VALUE RECEIVED, uVuMobile, Inc., a Delaware corporation (the “Company”), hereby promises to pay Jerry W. Bratton - an individual and resident of the State of Texas, with a mailing address of 139 S. Moore Rd, Coppell, TX 75019 or his or her assigns (the “Lender”) the principal amount of Fifty Thousand Dollars ($50,000.00), together with interest accrued thereon calculated from the date hereof in accordance with the provisions of this Note.
uVuMobile, Inc – SECURITY AGREEMENT (September 25th, 2007)THIS SECURITY AGREEMENT is made on this 19 day of September, 2007 between uVuMobile, Inc., a Georgia corporation ("Debtor"), and Ray Jones ("Secured Party").
uVuMobile, Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (July 25th, 2007)This Settlement Agreement and Mutual Release (the “Agreement”) is effective the 23rd day of July 2007 (the “Effective Date”), and is by and between Plaintiff, MANHATTAN INVESTMENTS, INC. (“Manhattan Investments”); and Defendant, UVUMOBILE, INC. F/K/A SMARTVIDEO TECHNOLOGIES, INC. (“SmartVideo”) (Manhattan Investments, Inc. and SmartVideo together may be referred to as the “Parties” or as a “Party ”).
Smart Video Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF uVuMobile, Inc. A Delaware stock corporation (May 15th, 2007)uVuMobile, Inc. (formerly known as Smartvideo Technologies, Inc.), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows:
Smart Video Technologies Inc – Smartvideo Technologies, Inc. 3505 Koger Boulevard Suite 400 Duluth, GA 30096 (February 9th, 2007)This opinion is delivered in our capacity as counsel to Smartvideo Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offer and sale by certain stockholders of the Company of up to 6,075,000 shares of the Company’s common stock (the “Common Stock”). Six million shares of the Common Stock were originally issued pursuant to a General Release and Settlement Agreement dated January 11, 2007 by and between SmartVideo™ Technologies, Inc. d/b/a uVuMobile™ and the claimant parties signatory thereto (the “Settlement Agreement”) and 75,000 shares of the Common Stock were originally issued to Centurion Investments and Holding Co. pursuant to an Asset Purchase and Consulting Services Agreement (the “Consulting
Smart Video Technologies Inc – GENERAL RELEASE AND SETTLEMENT AGREEMENT (January 17th, 2007)This General Release and Settlement Agreement (“Agreement”) is made this 11th day of January, 2007 by and between SmartVideo™ Technologies, Inc. d/b/a uVuMobile™ (the “Company”) and the Claimant Parties (as defined herein). The term “Parties” shall refer to the Claimant Parties and the Company collectively.
Smart Video Technologies Inc – REGISTRATION RIGHTS AGREEMENT (January 17th, 2007)This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 11, 2007, by and among SmartVideo™ Technologies, Inc., a Delaware corporation, d/b/a uVuMobile™ (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
