Exhibit 99.4Carsunlimited Com Inc • August 11th, 2006 • Services-business services, nec
AMONGAgreement and Plan of Merger • June 13th, 2005 • Carsunlimited Com Inc • Services-business services, nec • New York
SECTION 1 DEFINITIONSRegistration Rights Agreement • August 11th, 2006 • Carsunlimited Com Inc • Services-business services, nec • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 1st, 2002 • Carsunlimited Com Inc • Services-business services, nec • New York
ARTICLE IShare Purchase Agreement • June 23rd, 2003 • Carsunlimited Com Inc • Services-business services, nec • New York
EX-10 Assignment AgreementAssignment Agreement • May 9th, 2001 • Carsunlimited Com Inc • Services-business services, nec • New York
Exhibit 99.6Carsunlimited Com Inc • October 13th, 2006 • Services-business services, nec
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2006 • Carsunlimited Com Inc • Services-business services, nec • New York
CARSUNLIMITED.COM, INC. 444 Madison Ave., 18th Floor New York, NY 10022Carsunlimited Com Inc • September 29th, 2005 • Services-business services, nec
EX-10.1 Lock Up Agreement AGREEMENTAgreement • May 9th, 2001 • Carsunlimited Com Inc • Services-business services, nec
THIS AGREEMENT is made and entered into this 28th day of July, 2000, by and between Carsunlimited.com, Inc., a Nevada Corporation (the "Company"), Paul Greco Family Ltd., Partnership, The Greco Family Ltd, Partnership and Nicholas Boscia.
SUBLICENSE AGREEMENT Dispenser ProductsSublicense Agreement • August 6th, 2007 • Versadial, Inc. • Miscellaneous manufacturing industries • New York
THIS SUBLICENSE AGREEMENT (this "Agreement") is made as of 2nd day of June, 2006 by and between INNOPUMP INC. (“INN”), a corporation formed under the laws of the State of Delaware, having an address at 305 Madison Avenue, New York, New York 10165 (“Innopump”), and VDM HOLDINGS, LLC, (“VDM”) a limited liability company formed under the laws of the State of New York having an address at 305 Madison Avenue, New York, New York 10165 or any majority owned subsidiary thereof.
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • March 9th, 2009 • Versadial, Inc. • Miscellaneous manufacturing industries • New York
This Settlement and Mutual Release Agreement (this "Agreement"), dated as of March 3, 2009 (the "Effective Date"), is entered into by Versadial, Inc. ("Versadial" or the "Plaintiff"), Geoffrey Donaldson ("Donaldson") and Matthew Harriton ("Harriton", and together with Donaldson, the "Versadial Principals" or the "Plaintiff's Principals") and FURSA Master Global Event Driven Fund, L.P. ("FURSA Master"), FURSA Alternative Strategies, LLC ("FURSA Alternative", and together with FURSA Master, "FURSA") and Michael Hawthorne ("Hawthorne", and together with FURSA, the "Defendants", and the Defendants together with the Plaintiff, the "Litigation Parties", and the Litigation Parties together with the Plaintiff's Principals, the "Parties").
FORM OF LINE OF CREDIT GRID NOTEVersadial, Inc. • July 12th, 2007 • Miscellaneous manufacturing industries
FOR VALUE RECEIVED, the undersigned, Versadial, Inc. (formerly known as Carsunlimited.com, Inc.), a Nevada corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of Fursa Alternative Strategies, LLC, a Delaware limited liability company (the “Lender”), at its principal office located at 200 Park Avenue, 54th floor, New York, New York, 10166, or at such other address as it may direct, in lawful money of the United States and in immediately available funds the aggregate unpaid principal amount of all Advances made to the Borrower by the Lender, plus interest thereon from the date of each such Advance on the unpaid principal amount of such Advance, in like money, at said office, at a rate per annum equal to the Interest Rate defined in the Secured Line of Credit Agreement dated February 1, 2007, as amended on July 9, 2007 between the Lender and the Borrower (in its original form and as it may be hereafter amended or otherwise modified, the “Agreement”). As provided in the Agree
INNOPUMP, INC.Versadial, Inc. • March 16th, 2007 • Services-business services, nec
Reference is hereby made to that certain Sub-License Agreement (“Sub-License”) dated May 25, 2005 (effective June 1, 2005) between Sea Change Group, LLC (“Sea Change”) and Innopump, Inc. (“Innopump”) whereby Innopump acquired the rights of, and agreed to perform the obligations of, Sea Change under the Amended and Restated License Agreement dated January 1, 2003 between you, Gerhard Brugger, (as assignee of Anton Brugger) and Sea Change (“License Agreement”). This letter shall confirm our recent discussions and agreement in connection with certain payments and responsibilities thereunder.
ContractVersadial, Inc. • November 14th, 2008 • Miscellaneous manufacturing industries
Amendment No. 5 dated as of June 30, 2008 to Sub-License, Development and Technology Transfer Agreement dated May 1, 2005, as amended by Amendment No. 1 dated July 13, 2006, Amendment No. 2 dated April 1, 2007, Amendment No. 3 dated September 18, 2007, and Amendment No. 4 dated January 15, 2008 (as so amended, the “Sub-License Agreement”) between Sea Change Group, LLC, a New York limited liability company (“Licensor”) and Innopump, Inc., a Nevada corporation (“Licensee”).
GUARANTYGuaranty • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York
THIS GUARANTY, is entered into as of August 9, 2006 by INNOPUMP , INC., a Nevada corporation ( the “Guarantor”), in favor of and for the benefit of MELLON HBV MASTER U.S. EVENT DRIVEN FUND, L.P. and MELLON HBV GLOBAL EVENT DRIVEN FUND, L.P. (collectively, the “Investor”).
ContractVersadial, Inc. • March 16th, 2007 • Services-business services, nec
Amendment No. 1 dated as of July 10, 2006 to Asset Purchase Agreement dated May 25, 2005 (the “Purchase Agreement”) between Sea Change Group, LLC, a New York limited liability company (“Seller”), and Innopump, Inc., a Nevada corporation (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries • New York
SECURITIES PURCHASE AGREEMENT effective as of the Closing of the purchase of Shares provided for herein, between VERSADIAL, INC. (a Nevada corporation, referred to herein as the "Company"), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 9th, 2006 • Carsunlimited Com Inc • Services-business services, nec
This Note Conversion Agreement (the “Agreement”) is made and entered into as of the date set forth on the signature page by and among Carsunlimited.com, Inc., a Nevada corporation (the “Company”), and ODC Partners LLC, a Delaware LLC (“ODC”) with reference to the following facts:
Supply AgreementSupply Agreement • May 4th, 2007 • Versadial, Inc. • Miscellaneous manufacturing industries • New York
THIS SUPPLY AGREEMENT dated as of April 20, 2007 (this “Agreement”), by and between Alltrista Plastics Corporation d/b/a Jarden Plastic Solutions, an Indiana corporation with its principal place of business located at 1303 South Batesville Road, Greer, SC 29650-2750 (“Jarden Plastic Solutions”), and Innopump Inc., d/b/a Versadial, a Nevada corporation with its principal place of business located at 305 Madison Avenue, New York, NY 10165 (“Versadial”). Each of Jarden Plastic Solutions and Versadial is referred to herein as a “Party” and sometimes collectively as the “Parties”.
LOAN AGREEMENTLoan Agreement • October 24th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries • Nevada
This LOAN AGREEMENT is entered into as of October 20, 2008 between Sea Change Group, LLC, a New York limited liability company (“LENDER”) with its chief executive office located at 60 East 42nd Street New York, NY 10165 and Innopump, Inc., a Nevada corporation (Borrower), with its chief executive office located at 60 East 42nd Street New York, NY 10165.
SECURED LINE OF CREDIT AGREEMENTSecured Line of Credit Agreement • February 7th, 2007 • Carsunlimited Com Inc • Services-business services, nec • New York
THIS SECURED LINE OF CREDIT AGREEMENT (this “Agreement”) dated as of the 1st day of February, 2007, between FURSA ALTERNATIVE STRATEGIES, LLC, a Delaware limited liability company, having an address at 200 Park Avenue, 54th floor, New York, New York 10166 (the “Lender”) and CARSUNLIMITED.COM, INC., a Nevada corporation, having an address at 305 Madison Avenue, Suite 4510, New York, New York, 10165 (the “Borrower”).
INNOPUMP, INC.Versadial, Inc. • August 6th, 2007 • Miscellaneous manufacturing industries
Reference is hereby made to that certain Sub-License Agreement (“Sub-License”) dated May 25, 2005 (effective June 1, 2005) between Sea Change Group, LLC (“Sea Change”) and Innopump, Inc. (“Innopump”) whereby Innopump acquired the rights of, and agreed to perform the obligations of, Sea Change under the Amended and Restated License Agreement dated January 1, 2003 between you, Gerhard Brugger, (as assignee of Anton Brugger) and Sea Change (“License Agreement”). This letter shall confirm our recent discussions and agreement in connection with certain payments and responsibilities thereunder.
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries
Amendment effective as of April 21, 2008 (“Amendment”) to Consulting Agreement dated April 22, 2005 (“Consulting Agreement”) between Park Avenue Consulting, LLC (“Consultant”) and Innopump, Inc. (“Company”).
MATURITY DATE EXTENSION INNOPUMP, INC. OBLIGATION SEA CHANGE GROUP, LLC – LENDERVersadial, Inc. • July 6th, 2009 • Miscellaneous manufacturing industries
The extension of the Maturity Date set forth herein is given in recognition of (i) the Lender entering into a confession of judgment in favor of JBCP-24 LLC in the amount of $4,991,218 and (ii) the Company’s confirming in writing that it has read and consents to all provisions in the Forbearance Agreement of the Lender with JBCP-24 LLC dated as of June 30, 2009 which pertain to the confession of judgment issued by the Company to the Lender.
EXHIBT 10.1 AMENDMENT AGREEMENT NOVEMBER 10, 2006Amendment Agreement • November 15th, 2006 • Carsunlimited Com Inc • Services-business services, nec
This Amendment Agreement (this “Amendment”) constitutes (i) Amendment No. 2 to the Securities Purchase Agreement by and among Carsunlimited.com, Inc., a Nevada corporation (the “Company”), and Mellon HBV Master U.S. Event Driven Fund LP and Mellon HBV Master Global Event Driven Fund LP (collectively, the “Investors”) dated as of August 9, 2006, as amended by Amendment No. 1 thereto by and among the Company and the Investors dated October 16, 2006 (the “Agreement”) , and (ii) Amendment No. 2 to the Registration Rights Agreement by and among the Company and the Investors dated August 9, 2006, as amended by Amendment No. 1 to the Securities Purchase Agreement by and among the Company and the Investors dated October 16, 2006. Capitalized terms used but not otherwise defined in this Amendment have the meanings assigned to them in the Agreement and the Registration Rights Agreement.
Carsunlimited.com, Inc. New York, NY 10022Versadial, Inc. • March 16th, 2007 • Services-business services, nec • New York
To secure the payment of our obligations to you, including the payment of principal and interest of our senior secured convertible redeemable promissory notes in the aggregate principal amount of $7,500,000.00 dated the date hereof payable to you or order (collectively, the "Note"), and to secure the performance of all obligations in your favor under the related Securities Purchase Agreement dated the date hereof among us pursuant to which the Note was issued, and any other agreement securing, guaranteeing or otherwise pertaining to the Note, we hereby grant you a continuing first priority lien and security interest in all our right, title and interest in and to all of our personal property and assets (both tangible and intangible), including, without limitation, the following, whether now owned or hereafter acquired and wherever located: (a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all General Intangibles; all Inventory: (f) all Investment Property; (g) all Deposit Ac
VERSADIAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 11, 2008, is made by and between VERSADIAL, INC., a Nevada corporation (the “Company”), and the individuals and entities whose names are set forth on the signature page hereto (each an “Investor” or “Holder”, and collectively the “Investors” or the “Holders”).
August 15, 2005 Innopump, Inc. 305 Madison Avenue, Suite 4510 New York, New York 10165 Re: Extension of Liquidity Condition Gentlemen: I refer to the Agreement and Plan of Merger dated as of June 9, 2005 (the "Merger Agreement") among...Carsunlimited Com Inc • August 22nd, 2005 • Services-business services, nec
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of August 9, 2006, by and between Carsunlimited.com, Inc., a Nevada corporation (the "Company"), and Mellon HBV Master U.S. Event Driven Fund, L.P. and Mellon HBV Master Global Event Driven Fund, L.P. (each an "Investor" and collectively, the "Investors").
May 8, 2007 Ms. Kathy Kordowski Vice President, Package Engineering & Marketing Services Avon Products, Inc. New York, N.Y. 10020 Re: Credit Memo Dear Kathy,Versadial, Inc. • January 23rd, 2008 • Miscellaneous manufacturing industries
Avon Products, Inc. (“Avon”) and Versadial, Inc. (“Versadial”, collectively the “Parties”) are parties to a certain Letter of Agreement dated September 18, 2006 and clarified by letter dated September 27, 2006 (“LOA”).
AGREEMENTAgreement • May 4th, 2007 • Versadial, Inc. • Miscellaneous manufacturing industries • New York
AGREEMENT dated as of April 20, 2007 (this “Agreement”), by and between Gerhard Brugger, a citizen of Germany (the “Licensor”), Sea Change Group, LLC, a New York limited liability company (“Sea Change”), and Alltrista Plastics Corporation, d/b/a Jarden Plastic Solutions, an Indiana corporation (“JPS”).
ASSET PURCHASE AGREEMENT May 25, 2005 Sea Change Group LLC to Innopump, Inc.Asset Purchase Agreement • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 25 day of May __, 2005, by and among Sea Change Group LLC, a New York limited liability company (the “Seller”), and Innopump, Inc., a Nevada corporation (the “Buyer”).
Exhibit A LINE OF CREDIT GRID NOTECarsunlimited Com Inc • February 7th, 2007 • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, Carsunlimited.com, Inc., a Nevada corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of Fursa Alternative Strategies, LLC, a Delaware limited liability company (the “Lender”), at its principal office located at 200 Park Avenue, 54th floor, New York, New York, 10166, or at such other address as it may direct, in lawful money of the United States and in immediately available funds the aggregate unpaid principal amount of all Advances made to the Borrower by the Lender, plus interest thereon from the date of each such Advance on the unpaid principal amount of such Advance, in like money, at said office, at a rate per annum equal to the Interest Rate defined in the Secured Line of Credit Agreement dated February __, 2007 between the Lender and the Borrower (in its original form and as it may be hereafter amended or otherwise modified, the “Agreement”). As provided in the Agreement, Interest Payments shall be due on the first day of each a
ContractVersadial, Inc. • March 16th, 2007 • Services-business services, nec
Amendment No. 1 dated as of July 13, 2006 to Sub-License, Development and Technology Transfer Agreement dated May 25, 2005 (the “Sub-License Agreement”) between Sea Change Group, LLC, a New York limited liability company (“Licensor”) and Innopump, Inc., a Nevada corporation (“Licensee”).
