Xa, Inc. Sample Contracts

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XA, INC.
Securities Purchase Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
XA, INC.
Warrant Agreement • December 12th, 2006 • Xa, Inc. • Services-management services • Texas
Exhibit 10.11 SECURITY AGREEMENT ------------------
Security Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
XA, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • New York
XA, INC.
Securities Purchase Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
WAIVER AGREEMENT ----------------
Waiver Agreement • March 11th, 2005 • Xa, Inc. • Services-management services • New York
XA, INC.
Incentive Stock Option Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
XA, INC.
Incentive Stock Option Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
Contract
Xa, Inc. • January 25th, 2008 • Services-management services • New York

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2007, by and among XA, Inc., a Nevada corporation (the “Company”), the Holder of the Notes and Warrants issued by the Company pursuant to a Securities Purchase Agreement, dated as of the date hereof, by and among the Investor and the Company (the “SPA”), and Mastodon Ventures, Inc., and its permitted assigns (“Mastodon”).

SECURITY AGREEMENT
Security Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York

THIS SECURITY AGREEMENT (the “Security Agreement”) is dated as of the 21st day of December 2007 by and among XA, Inc., a Nevada Corporation (“XA”), The Experiential Agency, Inc., XA Scenes, Inc., XA Interactive, Inc., and Fiori XA, Inc. (collectively the with XA, the “Debtor”) and Sands Brothers Venture Capital III LLC (the “Secured Party”).

XA, INC. SECURITIES PURCHASE AGREEMENT As of December 21, 2007
Securities Purchase Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of this 21st day of December 2007 (this “Agreement”), between XA, INC., a Nevada corporation (the “Company”), and Sands Brothers Venture Capital III LLC (the “Purchaser”).

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Contract
Warrant Signature Page • July 12th, 2007 • Xa, Inc. • Services-management services • New York

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 20th, 2008 • Xa, Inc. • Services-management services • New York

This First Amendment to The Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2008, to be effective as of December 21, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital IV LLC, and Katie & Adam Bridge Partners, L.P. (each a “Purchaser” and collectively the “Purchasers”), each individually a “Party” and collectively the “Parties.”

FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTES
Xa, Inc. • July 12th, 2007 • Services-management services • New York

This First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of June 29, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Vision Opportunity Master Fund, Ltd. (the “Purchaser”), each individually a “Party” and collectively the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21 2007, by and among XA, Inc., a Nevada corporation (the “Company”), the Holder of the Notes and Warrants issued by the Company pursuant to a Securities Purchase Agreement, dated as of the date hereof, by and among the Investor and the Company (the “SPA”).

REVOLVING LINE OF CREDIT AGREEMENT
Revolving Line of Credit Agreement • March 4th, 2008 • Xa, Inc. • Services-management services • New York

This Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered into in this 29th day of February 2008, by and between Sands Brothers Venture Capital III, LLC ("LENDER"), and XA, Inc., a Nevada Corporation, with a business address of 875 North Michigan Avenue, Suite 2626, Chicago, Illinois, 60611 (the "BORROWER") and The Experiential Agency, Inc., an Illinois corporation, with a business address of 875 North Michigan Avenue, Suite 2626, Chicago, Illinois, 60611 (the “SUBSIDIARY”) each a “PARTY” and collectively the “PARTIES.”

AGREEMENT REGARDING THE CANCELLATION OF THE SERIES A PREFERRED STOCK OF XA, INC.
Agreement Regarding • March 26th, 2007 • Xa, Inc. • Services-management services • Illinois

This Agreement Regarding the Cancellation of the Series A Preferred Stock of XA, Inc. (the “Agreement”) is made and entered into this 24th day of January 2007, by and between XA, Inc., a Nevada corporation (“XA”) and Joseph Wagner, an individual and the President and Chief Executive Officer of XA and Jean Wilson, an individual and the Chief Operating Officer of XA (collectively the “Preferred Stock Holders”), each individually a “Party” and collectively the “Parties.”

FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTES
Secured Promissory Notes • July 12th, 2007 • Xa, Inc. • Services-management services • New York

This First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of June ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, and Katie & Adam Bridge Partners, L.P. (each a “Purchaser” and collectively the “Purchasers”), each individually a “Party” and collectively the “Parties.”

FOLLOW ON FUNDING WAIVER OF RIGHTS AGREEMENT
Waiver of Rights Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Nevada

This Waiver of Rights Agreement (the “Agreement”) is made and entered into as of ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, Katie & Adam Bridge Partners, L.P., G. Chris Andersen, Paul M. Higbee and Vision Opportunity Master Fund, Ltd. (each a “Purchaser” and collectively the “Purchasers”), and Mastodon Ventures, Inc., Gusrae Kaplan Bruno & Nusbaum, PLLC and David M. Loev (the “Interested Parties” and collectively with the Purchasers, the “Warrant Holders”) each individually a “Party” and collectively the “Parties.”

XA, INC. FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Illinois

This FIRST AMENDMENT TO CONSULTING AGREEMENT, dated as of March 8, 2007, with an effective date of August 1, 2006 (this “Agreement”), is by and between XA, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and JOSEPH WAGNER (the “Consultant”) (collectively sometimes referred to as the “Parties” and individually sometimes referred to as “Each Party”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the “Effective Date” set forth in Section 14 below.

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