AND SVEN JAMES JULY 14, 2004Stock Purchase Agreement • July 28th, 2004 • Stellar Technologies, Inc. • Services-business services, nec • Florida
LOAN AGREEMENTLoan Agreement • May 20th, 2003 • International Travel Cd S Inc • Services-personal services • Texas
Exhibit 2.2 FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this "Amendment and Waiver"), is made and entered into this 14th day of January, 2004, to be effective January 9,...Agreement and Plan of Merger • January 30th, 2004 • International Travel Cd S Inc • Services-personal services • Delaware
EXHIBIT 10.3 EXCHANGE AGREEMENTExchange Agreement • May 4th, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design
EXHIBIT 10.22 CONFIDENTIALITY AGREEMENT The undersigned ("Purchaser") has requested that Stellar Technologies, Inc. (the "Company") provide Purchaser with a copy of the Securities Purchase Agreement and other documents (the "Offering Documents")...Securities Purchase Agreement • June 9th, 2004 • Stellar Technologies, Inc. • Services-personal services • Florida
OPTION NO. 2005-__ STELLAR TECHNOLOGIES, INC. AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT UNDER THE STELLAR TECHNOLOGIES, INC. 2005 STOCK INCENTIVE PLAN This Amendment No. 1 to Stock Option Agreement (the "Amendment") by and between Stellar...Stock Option Agreement • June 23rd, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design • Colorado
Units Comprised of Series B Convertible Preferred Stock and WarrantsSecurities Purchase Agreement • May 4th, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design • Florida
EXHIBIT 10.3 ------------ SECURITY AGREEMENT ------------------ 1. DATE: April 1, 2005 2. BORROWER/GUARANTOR: __________ (hereinafter referred to as "Borrower" or "Guarantor") 3. BORROWER'S MAILING ADDRESS (INCLUDING COUNTY): 4. SECURED PARTY AND...Security Agreement • April 7th, 2005 • Stellar Technologies, Inc. • Services-business services, nec • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERNATIONAL TRAVEL CD'S, INC. INTERNATIONAL TRAVEL CD'S ACQUISITION CORP. STELLAR VENTURE PARTNERS, LLC AND MAS SERVICES, INC. Dated December 16, 2003Agreement and Plan of Merger • January 30th, 2004 • International Travel Cd S Inc • Services-personal services • Colorado
WARRANTSInternational Travel Cd S Inc • November 21st, 2003 • Services-personal services • Texas
Exhibit 10.4 FIRST AMENDED SECURITY AGREEMENT 1. DATE: Originally dated September 1,2002 Amended January 16,2003 2. BORROWER: International Travel CD's Inc., a Colorado corporation 3. BORROWER'S MAILING ADDRESS (INCLUDING COUNTY): 111 Presidential...Security Agreement • May 20th, 2003 • International Travel Cd S Inc • Services-personal services • Texas
OFLimited Partnership Agreement • May 20th, 2003 • International Travel Cd S Inc • Services-personal services • Delaware
UNITS COMPRISED OF CONVERTIBLE NOTES AND WARRANTS CONFIDENTIALSecurities Purchase Agreement • March 24th, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design • Florida
STOCK OPTION AGREEMENT UNDER THE STELLAR TECHNOLOGIES, INC. 2005 STOCK INCENTIVE PLANStock Option Agreement • December 19th, 2005 • Stellar Technologies, Inc. • Services-computer integrated systems design • Colorado
EXHIBIT 10.1 November 4, 2005 VIA FAX: (239-592-0941) Mr. Richard A. Schmidt Stellar Technologies, Inc. 7935 Airport Pulling Road, Suite 201 Naples, FL 34109 Dear Dick: Reference is hereby made to that certain Loan Agreement (the "Loan Agreement")...Stellar Technologies, Inc. • November 14th, 2005 • Services-computer integrated systems design
Reference is hereby made to that certain Loan Agreement (the "Loan Agreement") dated April 1, 2005 by and between Trident Growth Fund L.P. ("Trident") and Stellar Technologies, Inc. ("Stellar"). By executing below, Trident hereby agrees to (i) waive the event of default and all associated penalties, as a result of Stellar's failure to comply with the financial covenants contained in Section 5.14 of the Loan Agreement and (ii) waive compliance with Section 5.14 of the Loan Agreement for a period of 180 days. Further in accordance with section 6.10 No Further Issuance of Securities of the Loan Agreement, Trident hereby consents to the issuance of securities in accordance with the terms set forth in Exhibit A hereto.
EXHIBIT 4.1 ------------------------------------------------------------------- ------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...International Travel Cd S Inc • November 15th, 2002 • Services-personal services
ARTICLE IInternational Travel Cd S Inc • May 20th, 2003 • Services-personal services • Texas
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into this ___ day of March, 2005, by and between MAS SERVICES, INC., a Delaware corporation ("MAS"), and Montex Exploration, a corporation...Securities Purchase Agreement • April 29th, 2005 • Stellar Technologies, Inc. • Services-business services, nec • Florida
EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into this 27th day of May, 2005, by and between MAS SERVICES, INC., a Delaware corporation ("MAS"), and Moonlight Investments Limited, a...Securities Purchase Agreement • January 13th, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design • Florida
Exhibit 10.2 SECURITY AGREEMENT DATE: October 29, 2002 DEBTOR: International Travel CD's Inc., a Colorado corporation DEBTOR'S MAILING ADDRESS: One Belmont Ave, GSB Building, Suite 417 Bala Cynwyd, PA 19004 SECURED PARTY: Gemini Growth Fund, L.P....Security Agreement • May 20th, 2003 • International Travel Cd S Inc • Services-personal services • Texas
EXHIBIT 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly...Joint Filing Agreement • April 29th, 2005 • Stellar Technologies, Inc. • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
GUARANTYStellar Technologies, Inc. • April 7th, 2005 • Services-business services, nec • Texas
STELLAR TECHNOLOGIES, INC. 7935 AIRPORT PULLING ROAD, SUITE 201 NAPLES, FLStellar Technologies, Inc. • March 24th, 2006 • Services-computer integrated systems design
WARRANTSStellar Technologies, Inc. • May 25th, 2006 • Services-computer integrated systems design • Texas
WARRANTSInternational Travel Cd S Inc • November 21st, 2003 • Services-personal services
EXHIBIT 10.1 ------------ LOAN AGREEMENT THIS LOAN AGREEMENT (this "AGREEMENT") is made and entered into this 1st day of April 2005, by and between Stellar Technologies, Inc., a Colorado corporation (the "BORROWER"), and Trident Growth Fund, LP, a...Loan Agreement • April 7th, 2005 • Stellar Technologies, Inc. • Services-business services, nec • Texas
Securities Purchase AgreementSecurities Purchase Agreement • November 20th, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design • Florida
The Offeree, by accepting the Securities Purchase Agreement and the exhibits hereto relating to the proposed offering of Units by GeM Solutions, Inc. (the “Company”), comprised of shares of its Series B Convertible Preferred Stock and warrants to acquire shares of its common stock, acknowledges and agrees that: (i) the offering documents have been furnished to the Offeree on a confidential basis solely for the purpose of enabling the Offeree to evaluate the offering; (ii) that the Offeree may not further distribute the offering documents without the prior written consent of the Company, except to the Offeree’s legal, financial or other personal advisors, if any, who will use the offering documents on the Offeree’s behalf solely for purposes of evaluating the offering; (iii) any reproduction or distribution of the offering documents, in whole or in part, or the direct or indirect disclosure of the contents of the offering documents for any other purpose without the prior written consent
SURRENDER AGREEMENTSurrender Agreement • June 5th, 2008 • Gem Solutions, Inc. • Services-computer integrated systems design
THIS SURRENDER AGREEMENT (“Surrender Agreement”) made as of the 2nd day of June, 2008 by and between TRIDENT GROWTH FUND, L.P. (“Trident”) and FEQ Gas LLC (“FEQ”, together with Trident collectively referred to as "LENDERS"), and COMPUSVEN, INC., a Florida corporation (the, "OBLIGOR”)
QUITCLAIM BILL OF SALEBill of Sale • June 5th, 2008 • Gem Solutions, Inc. • Services-computer integrated systems design
THIS BILL OF SALE, between TRIDENT GROWTH FUND, L.P. (“Trident”) and FEQ GAS, L.L.C. (“FEQ”, and together with Trident collectively referred to as the “Sellers” or “Lenders”) and GEM SOLUTIONS, INC. (“Buyer”), is made with reference to the following facts:
STELLAR TECHNOLOGIES, INC. 7935 Airport Pulling Road, Suite 201 Naples, Florida 34109Stellar Technologies, Inc. • June 23rd, 2006 • Services-computer integrated systems design
EXHIBIT 10.3 EXCHANGE AGREEMENTExchange Agreement • May 12th, 2006 • Stellar Technologies, Inc. • Services-computer integrated systems design
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 19th, 2007 • Gem Solutions, Inc. • Services-computer integrated systems design • Delaware
THIS INTERCREDITOR AGREEMENT (the “Agreement”) is made July 13, 2007 by and among GEM SOLUTIONS, INC., a Delaware corporation (the “Company”), FEQ GAS, LLC, a Delaware limited liability company (“FEQ”), and TRIDENT GROWTH FUND, L.P. (“Trident”).
REVOLVING CREDIT NOTEGem Solutions, Inc. • July 19th, 2007 • Services-computer integrated systems design
FOR VALUE RECEIVED and intending to be legally bound, the undersigned, GEM SOLUTIONS, INC., a Delaware corporation, (“Borrower”), promises to pay on the Maturity Date, in lawful money of the United States of America, to the order FEQ GAS, LLC, a Delaware limited liability company (“Lender”), at 111 Presidential Blvd., Suite 158, Bala Cynwyd, Pa. 19004, the maximum aggregate principal sum of One Hundred Thousand Dollars ($100,000) or such lesser sum which represents the principal balance outstanding as advances pursuant to the provisions of that certain Loan and Security Agreement dated the date hereof, between Borrower and Lender (as it may be supplemented, restated, superseded, amended or replaced from time to time, “Loan Agreement”). The outstanding principal balance hereunder shall be payable in accordance with the terms of the Loan Agreement. The actual amount due and owing from time to time hereunder shall be evidenced by Lender’s records of receipts and disbursements with respect
EXHIBIT 10.1 MASTER AMENDMENT to those certain APRIL 1, 2005 LOAN DOCUMENTSStellar Technologies, Inc. • May 25th, 2006 • Services-computer integrated systems design • Texas
Exhibit 4.3 ------------------------------------------------------------------- ------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...International Travel Cd S Inc • May 20th, 2003 • Services-personal services • Texas
