REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
SHORT TERM COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock ofId-Confirm, Inc. • October 27th, 2005 • Communications equipment, nec
THIS SHORT TERM 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 earlier of the 6 month anniversary of the Effective Date and the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ID-Confirm, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2005 among ID-Confirm, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SENIOR SECURED CONVERTIBLE DEBENTUREId-Confirm, Inc. • October 27th, 2005 • Communications equipment, nec • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Senior Secured Convertible Debentures of ID-Confirm, Inc., a Nevada corporation, having a principal place of business at 1800 Boulder Street, Suite 400, Denver, Colorado 80211-6400 (the “Company”), designated as its Senior Secured Convertible Debenture (the “Debenture(s)”).
SECURITY AGREEMENTSecurity Agreement • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • New York
SECURITY AGREEMENT, dated as of October 27, 2005 (this “Agreement”), among ID-Confirm, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Convertible Debenture due October 27, 2007 in the original aggregate principal amount of $4,000,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • New York
SUBSIDIARY GUARANTEE, dated as of October 27, 2005 (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 ID-Confirm, Inc., a Nevada corporation (the “Company”) and the Purchasers.
EXHIBIT 99.1 To: Fidelity Capital Concepts Limited Suite 2901, 1201 Marinaside Crescent Vancouver, British Columbia V6Z 2V2 And to: The Nevada Agency and Trust Company Suite 880, 50 West Liberty Street Reno, Nevada 89501 RE: SHARE SUBSCRIPTION...Fidelity Capital Concepts LTD • September 21st, 2000 • Blank checks
Please issue shares of your common stock in the amounts and name(s) shown below. My signature acknowledges that I have read the prospectus dated September 19, 2000, and am aware of the risk factors contained in the prospectus. I represent that I have relied solely on the contents of the prospectus in making an investment decision to purchase the shares offered by Fidelity Capital Concepts Limited, and I have not relied on any other statements made by or with regard to the company in connection with its anticipated operations or financial performance.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock ofCommon Stock Purchase Warrant • October 27th, 2005 • Id-Confirm, Inc. • Communications equipment, nec
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 six month anniversary of the date of the Purchase Agreement (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ID-Confirm, Inc., a Nevada corporation, (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2007 • Id-Confirm, Inc. • Services-computer integrated systems design • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT is made effective as of February 1, 2007, by and between id-Confirm Inc., a Nevada corporation, having its principal office at 1800 Boulder St Suite 400 Denver CO 80211 (the "Company") and David Grasch., who resides at 319 ACR 4631, Montalba, TX 75853, the address on file with the Company (the "Executive").
Memorandum of Understanding April 9, 2005 Between id-Confirm, Inc. and Aeros Aviation, LLCId-Confirm, Inc. • April 12th, 2005 • Communications equipment, nec • Colorado
Whereas, id-Confirm, Inc. (IDCO) of Suite 400, 1800 Boulder Street, Denver, Colorado 80211-6400 and Aeros Aviation LLC (Aeros) of P.O. Box 1574 McKinney, Texas 75070 mutually desire IDCO to acquire certain assets of Aeros Aviation LLC.
ContractId-Confirm, Inc. • April 7th, 2005 • Communications equipment, nec
That ICLogistics, Inc. and id-Confirm Inc., agree to both companies working together to advance their individual positions within the industry of “Net-Centric” and “Biometric” technology. That agreement will include, but not be limited to, the following:
Letter of Intent February 11, 2005 Between id-Confirm, Inc. and Aeros Aviation, LLCId-Confirm, Inc. • February 28th, 2005 • Communications equipment, nec
Whereas, id-Confirm, Inc. (IDCO) of Suite 400, 1800 Boulder Street, Denver, Colorado 80211-6400 and Aeros Aviation LLC (Aeros) of P.O. Box 1574 McKinney, Texas 75070 mutually desire IDCO to acquire certain assets of Aeros Aviation LLC.
THIS SHARE PURCHASE AGREEMENT is made the 1st day of September, 2003, BETWEEN:Share Purchase Agreement • December 2nd, 2003 • Fidelity Capital Concepts LTD • Apparel & other finishd prods of fabrics & similar matl • British Columbia
The Vendors are the legal and beneficial owners of 100% of the issued and outstanding common shares, being 50 Class A common voting shares and 50 Class B common non-voting common shares, of Kim Allan Silk Corp. (the "KAS Shares"); and
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • October 6th, 2005 • Id-Confirm, Inc. • Communications equipment, nec • Colorado
ContractShare Exchange Agreement • November 17th, 2004 • Fidelity Capital Concepts LTD • Apparel & other finishd prods of fabrics & similar matl • Nevada
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECRUITIES ACT OF 1933 (THE “1933 ACT”), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PRUSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFATION OF THE COMPANY.
