Visiongateway Inc – License Agreement Core Terms : (May 24th, 2007)The Licensee shall take all future responsibility for investment into and development of the IP. In recognition of the gradual increase in Licensee-provided content, the ownership of the IP shall transfer to the Licensee at a transfer rate of 20% per year following the signing of this agreement subject to a maximum ownership of 95%.
Visiongateway Inc – Saturn IQ plc, MLS Business Centre Level 1, 499 Silbury Boulevard Milton Keynes MK9 2AH UK TEL +44 1908 374732 Fax +44 1908 374733 RE : HEADS OF TERMS RE AGREEMENT TO ACQUIRE DATED 4 July, 2006 and 15 December , 2006 From: Saturn IQ plc. (“Saturn IQ”) To: visionGATEWAY, Inc. (“VGWA”) Date : 27th April 2007 Dear Sirs, (May 24th, 2007)We refer to the Heads of Terms re agreement to acquire Saturn IQ plc and related companies that was signed on 4 July, 2006 and 15 December, 2006.
Visiongateway Inc – PLACEMENT AGENT AGREEMENT (April 6th, 2006)VISIONGATEWAY, INC. PLACEMENT AGENT AGREEMENT Dated as of: April 5, 2006 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, visionGATEWAY, Inc., a Nevada corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof between the Company and Cornell Capital Partners, LP (the "Investor") (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Fifteen Million Dollars ($15,000,000) (the "Commitment Amount") of
Visiongateway Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (April 6th, 2006)STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 5th day of April 2006 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and VISIONGATEWAY, INC., a corporation organized and existing under the laws of the State of Nevada (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Fifteen Million Dollars ($15,000,000) of the Company's common stock, par value $0.004 per share (the "Common Stock"); WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "Securities Act"), and or upon such other exemption from the registration requirements of the Securiti
Visiongateway Inc – REGISTRATION RIGHTS AGREEMENT (April 6th, 2006)REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 5, 2006, by and between VISIONGATEWAY, INC., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the "Standby Equity Distribution Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value $0.004 per share (the "Common Stock"), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to Fifteen Million Dollars ($15,000,000). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standby Equity D
Visiongateway Inc – Press Release (October 21st, 2005)Exhibit 99 Press Release visionGATEWAY Inc. Announces Letter of Intent for Acquisition of MDSnews Group Businesses Marina del Rey CA. October 21, 2005 - Michael Emerson, CEO of visionGATEWAY Inc., (OTCBB: VGWA), the Enterprise Solutions Development and Distribution company with a focus on Internet Management and Security, announced the signing of a Letter of Intent with MDSnews Group of Australia relating to the acquisition of the businesses of MDSnews Group by visionGATEWAY, Inc. In order to meet its strategic growth opportunities visionGATEWAY has commenced formal arrangements to aggregate into the one company, the two synergistic businesses -- visionGATEWAY and MDSnews -- thus providing greater value to the combination of clients and shareholders. Established in 1995, MDSnews is a leading technology company that specializes in the development of software and quote vending for the financial markets, providing sol
Visiongateway Inc – [GRAPHIC APPEARS HERE] MICEL Consultants to the Emerging New Markets MICEL Pty Ltd ABN 59096008963 25 Reynolds Cres Beacon Hill NSW 2100 Phone : 0411 036609 e-mail : emersonmf3@optushome.com.au (August 19th, 2004)I refer to our letter dated March 27, 2002 regarding the provision of services by MICEL to visionGATEWAY and your acceptance of these services in your letter dated April 2, 2002.
Visiongateway Inc – visionGATEWAY Inc. EMPLOYMENT AGREEMENT (August 19th, 2004)This document sets out the terms of your employment with visionGATEWAY Inc. You will need to sign this document on page 6 to accept this offer of employment.
Visiongateway Inc – SUBLEASE (August 19th, 2004)This Sublease Agreement (“Sublease”), made as of March 1, 2004, by and between Guidance Solutions, Inc., a Delaware corporation, having an office at 4134 Del Rey Avenue, Marina del Rey, CA 90292 (hereinafter referred to as “Sublessor”), and visonGATEWAY, Inc. a Nevada corporation, having a principal place of business at 12707 High Bluff Drive, Suite 200, San Diego, CA 92130 (hereinafter referred to as “Sublessee”).
Visiongateway Inc – PRIVATE & CONFIDENTIAL (August 19th, 2004)
Visiongateway Inc – QUEENSLAND LAND REGISTRY LEASE/SUB LEASE Form 7 Version 5 Dealing Number Duty Imprint Privacy Statement The information from this form is collected under the authority of the Land Title Act 1994 the Land Act 1994 and the Water Act 2000 and is used for the purpose of maintaining the publicly searchable registers in the land registry and the water register. (August 19th, 2004)The Lessor leases the premises described in item 5 to the Lessee for the term stated in item 6 subject to the covenants and conditions contained in:- #the attached schedule; #the attached schedule and document no. ..................; #document no. ..................; *Option in registered Lease no. .................. has not been exercised.
Visiongateway Inc – [GRAPHIC APPEARS HERE] HQ GLOBAL WORKPLACES VIRTUAL OFFICE PROGRAM SERVICE AGREEMENT (August 19th, 2004)This Services Agreement (“Services Agreement”) is made and entered into as of this 1st day of December, 2003, by and between HQ Global Workplaces, Inc. (“HQ”) and visionGATEWAY (“Client”) for the provision of certain services and facilities as more fully described herein offered by HQ at the above address (“Facility”). In consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Visiongateway Inc – [GRAPHIC APPEARS HERE] MICEL Consultants to the Emerging New Markets MICEL Pty Ltd ABN 59096008963 25 Reynolds Cres Beacon Hill NSW 2100 Phone : 0411 036609 e-mail : emersonmf3@optushome.com.au (August 19th, 2004)I refer to our letter dated March 27, 2002 regarding the provision of services by MICEL to visionGATEWAY and your acceptance of these services in your letter dated April 2, 2002.
Visiongateway Inc – BUY/SELL AGREEMENT (August 19th, 2004)This Agreement effective as of the 13th day of May, 2004, by and between visionGATEWAY, Inc., having offices at Suite 200, 12707 High Bluff Drive, San Diego, CA 92130, (“Seller”), and AVNET, INC, having offices at 2211 South 47th Street, Phoenix, Arizona 85034 (“Buyer”).
Visiongateway Inc – THROUGH AN AGREEMENT WITH AVNET HALL-MARK'S ESP PROGRAM (May 26th, 2004)Exhibit 99 Contact For Immediate Release visionGATEWAY Inc. Michael Emerson (858) 794-1416 emersonmf@visiongateway.net visionGATEWAY TO PROVIDE ITS INTERSCEPTER(TM) SOFTWARE WITH IBM HARDWARE THROUGH AN AGREEMENT WITH AVNET HALL-MARK'S ESP PROGRAM visionGATEWAY will leverage Avnet Hall-Mark's ESP Program to Integrate, Market, Sell, Deliver and Finance the latest Internet Resource Management Solutions with INTERScepter(TM) Software and IBM Hardware. SAN DIEGO, CA, May 26, 2004 visionGATEWAY Inc. (OTCBB: VGWA), today announced that it will work with Avnet Hall-Mark's ESP program to deliver it's INTERScepter(TM) Internet Resource Management (IRM) Solution on IBM hardware solutions. Avnet ESP will facilitate the design, engineering, integration, marketing, sales, channel management and financing of visionGATEWAY's INTERScepter IRM solution on IBM hardware. Effectively, this new partnership is in response to the growing demands to alleviate the escalating problems o
Visiongateway Inc – AGREEMENT AND PLAN OF REORGANIZATION (April 7th, 2004)ADDENDUM TO THE AGREEMENT AND PLAN OF REORGANIZATION DATED FEBRUARY 27, 2004 THIS ADDENDUM TO THE AGREEMENT AND PLAN OF REORGANIZATION dated February 27, 2004 (respectively, the "Addendum" and the "Agreement") is made this 2nd day of March, 2004, among Chiropractic 21 International, Inc., a Nevada corporation ("Chiropractic 21"); visionGATEWAY, Inc., a Nevada corporation ("vision"); and the vision stockholders who execute and deliver the Agreement (the "vision Stockholders"). WITNESSETH: RECITALS WHEREAS, Chiropractic 21, vision and the vision Stockholders have entered into the Agreement pursuant to which Chiropractic 21 shall acquire and the vision Stockholders shall exchange up to 100% of the outstanding common stock of vision in exchange for the Chiropractic 21 shares as herein provided; and WHEREAS, in addition to the common stock
Visiongateway Inc – AGREEMENT AND PLAN OF REORGANIZATION (April 7th, 2004)AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 27th day of February, 2004, among Chiropractic 21 International, Inc., a Nevada corporation ("Chiropractic 21"); visionGATEWAY, Inc., a Nevada corporation ("vision"); and the stockholders of vision (the "vision Stockholders"), all of whom are listed on Exhibit A hereto and who execute and deliver a copy of this Agreement. WITNESSETH: RECITALS WHEREAS, the respective Boards of Directors of Chiropractic 21 and vision have adopted resolutions pursuant to which Chiropractic 21 shall acquire and the vision Stockholders shall exchange 100% of the outstanding common stock of vision in exchange for the Chiropractic 21 shares as herein provided; and WHEREAS, the sole consideration for 100% of the outstanding common stock of vision shall be the exchange of shares of $0.
Chiropractic 21 International Inc – CHIROPRACTIC 21 INTERNATIONAL, INC. ANNOUNCES LETTER OF INTENT TO ACQUIRE (December 1st, 2003)CHIROPRACTIC 21 INTERNATIONAL, INC. ANNOUNCES LETTER OF INTENT TO ACQUIRE VISIONGATEWAY, INC. Salt Lake City, Utah - December 1, 2003 - Chiropractic 21 International, Inc. ("Chiropractic" or the "Company") (OTCBB: CRPL) announced the execution of a Letter of Intent to acquire visionGATEWAY, Inc. ("vision")in a share for share exchange, following the conclusion of which vision would become a wholly-owned subsidiary of Chiropractic. Terms of the Letter of Intent obligate Chiropractic to (i) issue 34,000,000 post-split shares or approximately 95.08% of its common stock in exchange for all of the issued and outstanding common stock of vision; (ii) cause to be canceled 780,000 pre- split shares of common stock of Chiropractic held by certain principal stockholders; (iii) issue 300,000 shares of its common stock to Formula's legal counsel and other employees and consultants for certain non-capital raising services not related to the merger; and (iv) complet
