W I T N E S S E T HStock Purchase Agreement • April 14th, 2004 • Vista Exploration Corp • Crude petroleum & natural gas • Kansas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 29, 2010, is by and among ICOP Digital, Inc., a Colorado corporation with offices located at 16801 W. 116th Street, Lenexa, Kansas 66219 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 28th, 2004 • Vista Exploration Corp • Crude petroleum & natural gas • Colorado
ICOP DIGITAL, INC. UNDERWRITING AGREEMENT dated , 2009 Paulson Investment Company, Inc.Underwriting Agreement • April 13th, 2009 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Oregon
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN ICOP DIGITAL, INC. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 60,000 UNITS of ICOP...Icop Digital, Inc • May 29th, 2009 • Radio & tv broadcasting & communications equipment • Oregon
WARRANT AGREEMENT BETWEEN ICOP DIGITAL, INC. AND COMPUTERSHARE INVESTOR SERVICES DATED AS OF , 2009Warrant Agreement • April 13th, 2009 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Colorado
This Agreement, dated as of , 2009, is between ICOP Digital, Inc., a Colorado corporation (the “Company”), and Computershare Investor Services, a Colorado corporation (the “Warrant Agent”).
ICOP DIGITAL, INC. UNDERWRITING AGREEMENT dated , 2009 Paulson Investment Company, Inc.Underwriting Agreement • May 29th, 2009 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Oregon
MUTUAL RELEASEMutual Release • July 13th, 2001 • Bail Corp • Non-operating establishments
1,300,000 Units ICOP Digital, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Oregon
ICOP Digital, Inc., a Colorado corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 1,300,000 Units (the “Firm Units”) issued by the Company. Unit will consist of two shares (“Shares”) of the common stock, no par value, of the Company (“Common Stock) and two redeemable warrants (“Warrants”), each to purchase one share of Common Stock. The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and ComputerShare Investor Services, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $6.19, subject to adjustment under the terms of the Warrant Agreement. Shares of Common S
ICOP DIGITAL, INC. WARRANTExercise Agreement • January 4th, 2006 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Colorado
This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, ICOP Digital, Inc, a Colorado corporation (the “Company”), hereby grants to Lou Anemone (the “Holder”), or its registered assigns, the right to purchase from the Company Twenty-Five Thousand (25,000) shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of Seven & 50/100 Dollars ($7.50) per Warrant Share, (the “Exercise Price”) upon the terms contained herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
This REGISTRATION RIGHTS AGREEMENT, dated as of December 1, 2005 (this “Agreement”), is made by and among ICOP Digital, Inc., a Colorado corporation (the “Company”), with headquarters located at 16801 W. 116th Street, Lenexa, Kansas 66219, and the investors named on the signature pages hereto (each of whom is hereinafter referred to as an “Initial Investor” and all of whom collectively are hereinafter referred to as the “Initial Investors”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2008 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and effective this 16th day of March, 2008, by and between ICOP DIGITAL, INC., a Colorado Corporation (“Company”) and LAURA E. OWEN (“Executive”).
ICOP DIGITAL, INC. Common Stock and Warrants PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 29th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • New York
ICOP Digital, Inc., a Colorado corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 3,500,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) and Series 1 warrants (the “Series 1 Warrants”) to purchase up to 3,500,000 shares of Common Stock and Series 2 Warrants (the “Series 2 Warrants” and, together with the Series 1 Warrants, the “Warrants”) to purchase up to 1,232,580 shares of common stock, pursuant to a registration statement on Form S-3 (Registration No. 333-162556). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.” The Shares and Warrants are referred to herein as the “Securities.” The Company desires to engage Chardan Capital Markets, LLC as its placement agent (the “Placement Agent”) in connection with the issuance and sale of the Securities to the Investors.
ICOP DIGITAL, INC. AGREEMENT TERMINATING STOCK GRANT AND OPTIONSAgreement Terminating Stock Grant and Options • August 13th, 2008 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
THIS AGREEMENT (“Agreement”) entered into effective on this the 10th day of July, 2008, by and between ICOP DIGITAL, INC., a Colorado corporation, (the “Company”) and LAURA E. OWEN, (“Owen”).
First Amendment to Employment AgreementEmployment Agreement • July 3rd, 2002 • Vista Exploration Corp • Crude petroleum & natural gas
ICOP DIGITAL, INC. WARRANTIcop Digital, Inc • April 13th, 2009 • Radio & tv broadcasting & communications equipment • Colorado
This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, ICOP Digital, Inc, a Colorado corporation (the “Company”), hereby grants to DC Consulting, LLC, 1045 Primera Blvd., Suite 1033, Lake Mary, FL 32746 (the “Holder”), or its registered assigns, the right to purchase from the Company Twenty Five Thousand (100,000) shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of Two Dollars and 50 cents ($2.50) per Warrant Share, (the “Exercise Price”) upon the terms contained herein.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 4th, 2009 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT, dated as of December 17, 2008 (the “Amendment”), amends that certain Restated Executive Employment Agreement, last restated March 16, 2008 (the “Agreement”) between ICOP DIGITAL, INC., a Colorado Corporation (“Company”) and LAURA E. OWEN (“Executive”).
ICOP DIGITAL, INC. Grant Agreement Non-Statutory Stock Option Agreement Granted Under the 2002 Stock Option PlanGrant Agreement • August 13th, 2008 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 13th, 2006 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
This Executive Employment Agreement (“Agreement”) is made and effective this August 10, 2006, by and between ICOP Digital, Inc. (“Company”) and Laura E. Owen (“Executive”).
LEASE AGREEMENT DATED: 2/22/07Lease Agreement • July 15th, 2008 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
This following are the Basic Terms of this Lease between the Landlord and Tenant named below. Other Sections and Paragraphs of the Lease referred to in the Basic Terms explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • November 4th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
This Settlement and Release Agreement (“Agreement”) is made and entered as of the 1st day of November, 2010 (the “Effective Date”), between ICOP Digital, Inc. (“ICOP”) and Iroquois Master Fund, Ltd. (“Iroquois”). ICOP and Iroquois together are referred to as the “Parties,” and sometimes individually as “Party.”
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • November 4th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
This Settlement and Release Agreement (“Agreement”) is made and. entered as of the 1st day of November, 2010 (the “Effective Date”), between ICOP Digital, Inc. (“ICOP”) and Alpha Capital Anstalt (“Alpha”). ICOP and Alpha together are referred to as the “Parties,” and. sometimes individually as “Party.”
FIRST AMENDMENT TO LEASE (11011 King Street; Suite 260)Lease • July 6th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into to be effective as of January 19, 2004, by and between King Street Properties, L.L.C., a Kansas limited liability company, as owner/agent (“Lessor”), and ICOP Digital Inc., a Nevada corporation (“Lessee”), who agree as follows:
EXHIBIT 10.4 OIL AND GAS LEASE This Agreement is made and entered into this_____ day of __________, 200__, by and between: ___________________________ , whose address is ____________________ , hereinafter called Lessor (whether one or more), and Vista...Oil and Gas Lease • March 8th, 2002 • Vista Exploration Corp • Non-operating establishments
LEASE AMENDMENT NO. 1Icop Digital, Inc • March 28th, 2008 • Radio & tv broadcasting & communications equipment
THIS LEASE AMENDMENT NO.1 is made this 13th day of September 2007 by and between 117th Investors, LLC, a Kansas Limited Liability company as (Lessor) and ICOP Digital, Inc. a Colorado Corporation, as (Lessee).
COMMERCIAL AND INDUSTRIAL REAL ESTATE SALE CONTRACTCommercial and Industrial Real Estate Sale Contract • July 15th, 2008 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 13th, 2006 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
This Executive Employment Agreement (“Agreement”) is made and effective this August 10th, 2006, by and between ICOP Digital, Inc. (“Company”) and David C. Owen (“Executive”).
LEASE AGREEMENTLease Agreement • May 13th, 2010 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
This Lease made and entered into this 7, day of April, 2010, by and between MERITEX, INC., a Minnesota corporation, having its principal place of business at 24 University Avenue, Minneapolis, MN 55413 (“Landlord”) and ICOP Digital, Inc., a Colorado corporation having its principal place of business at 16801 West 116th Street, Lenexa, KS 66219 (“Tenant”).
INVENTORY RIDERInventory Rider • January 23rd, 2009 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
THIS INVENTORY RIDER (this “Rider”), dated as of November 3, 2008, is entered into between FCC, LLC d/b/a First Growth Capital (“Purchaser”), and ICOP Digital, Inc., a Colorado corporation (“Client”); this Rider is hereby made a part of and incorporated into that certain Purchasing Agreement, as amended from time to time, dated contemporaneous hereto, between Purchaser and Client (the “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2005 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment • Kansas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated effective as of December 1, 2005 (the “Effective Date”), is made by and among ICOP Digital, Inc., a Colorado corporation (the “Company”), with headquarters located at 16801 W. 116th Street, Lenexa, Kansas 66219 and the investors named on the signature pages to this Agreement (each of whom is referred to as the “Investor” and all of whom collectively are referred to as the “Investors”).
FIRST AMENDMENT TO THE PURCHASING AGREEMENTPurchasing Agreement • November 14th, 2008 • Icop Digital, Inc • Radio & tv broadcasting & communications equipment
This FIRST AMENDMENT TO THE PURCHASING AGREEMENT (this “Amendment”) is made and entered into this day of , 2008 by and between ICOP Digital, Inc., a Colorado corporation (“Client”) and [***] (“Purchaser”).
VISTA EXPLORATION CORPORATION a Colorado corporation STOCK SUBSCRIPTION AND PURCHASE AGREEMENT Series A Convertible Preferred Stock, no par value, and Warrants to purchase Common Stock, no par valueIcop Digital, Inc • July 6th, 2005 • Radio & tv broadcasting & communications equipment • Colorado
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ("SHARES") OF VISTA EXPLORATION CORPORATION, A COLORADO CORPORATION (THE "CORPORATION"), OR THE WARRANTS TO PURCHASE COMMON STOCK OF THE CORPORATION (THE "WARRANTS") REFERRED TO IN THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.
SECURITY AGREEMENTSecurity Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment
THIS SECURITY AGREEMENT, (“Agreement”) is made this day of , 2005, by and between ICOP DIGITAL, INC., a Colorado Corporation, 11011 King Street, Suite 260, Overland Park, KS 66210, (hereinafter “Borrower”), and Lender(s) (hereinafter “Bridge Note Lenders”) as listed on Exhibit ”A” of this Agreement.
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Agreement is made and entered into this 1st day of April, 2002 (the "Effective Date") by and between Vista Exploration Corporation, a Colorado corporation ("Employer"), and Charles A. Ross, Sr. ("Employee"). 1....Employment Agreement • April 9th, 2002 • Vista Exploration Corp • Non-operating establishments • Kansas
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN ICOP Digital, Inc. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 65,000 SHARES OF COMMON...Icop Digital, Inc • January 4th, 2006 • Radio & tv broadcasting & communications equipment • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder on or before July 8, 2010, up to 65,000 shares of Common Stock and 22,750 Underlying Warrants at the Exercise Price.
