Innova Robotics & Automation, Inc. Sample Contracts

CoroWare, Inc, – COROWARE ANNOUNCES FORBEARANCE AGREEMENT WITH YA GLOBAL INVESTMENTS, L.P. Advances CoroWare’s Plan to Restructure and Extinguish Convertible Debt (February 12th, 2016)

Bellevue, WA – February 9, 2016 – CoroWare, Inc. (OTC PINK:COWI) announced that on February 5, 2016, it entered into a Forbearance Agreement with YA Global Investments, L.P., a hedge fund that makes its investments in companies operating in energy, consumer cyclical and non-cyclical, communication, basic material, and technology sectors.

CoroWare, Inc, – COROWARE SECURES MULTI-YEAR OUTSOURCED SERVICES AGREEMENTS Transitions Consulting Contracts to Long Term Outsourced Services Agreements Valued at Over $3.5M Annually (December 14th, 2015)

Bellevue, WA – December 8, 2015 – CoroWare, Inc. (OTC PINK:COWI) announced today the signing of multi-year outsourced services agreements with a Fortune 100 software services, devices and solutions company for the delivery of supplier support, R&D support and consulting services.

CoroWare, Inc, – COROWARE, INC . Policy on Insider Trading (December 8th, 2015)

This Insider Trading Policy provides the standards of Coroware, Inc.. (the "Company") on trading and causing the trading of the Company's securities or securities of other publicly-traded companies while in possession of confidential information. This policy is divided into two parts: the first part prohibits trading in certain circumstances and applies to all directors, officers, employees, and consultants of the Company and its subsidiaries and the second part imposes special additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company and (iii) the employees and any others listed on Appendix A (collectively, "Covered Persons").

CoroWare, Inc, – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES G CONVERTIBLE PREFERRED STOCK, $0.001 PAR VALUE PER SHARE (April 28th, 2014)

CoroWare, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on April 17, 2014 in accordance with the provisions of its Certificate of Incorporation (as amended and restated through the date hereof, the “Certificate of Incorporation”) and Bylaws. The authorized series of the Corporation’s previously-authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:

CoroWare, Inc, – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES F CONVERTIBLE PREFERRED STOCK, $0.001 PAR VALUE PER SHARE (December 13th, 2013)

CoroWare, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on October 21, 2013 in accordance with the provisions of its Certificate of Incorporation (as amended and restated through the date hereof, the “Certificate of Incorporation”) and Bylaws. The authorized series of the Corporation’s previously-authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:

CoroWare, Inc, – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION, AS AMENDED, OF COROWARE, INC. (April 15th, 2013)
CoroWare, Inc, – CoroWare, Inc. 2013 Stock Incentive Plan (January 28th, 2013)

This 2013 Stock Incentive Plan (the "Plan") is made as of the 21st day of January 2013, by CoroWare, Inc., a Delaware corporation (the "Company"), for the Company's employees and consultants ("the Recipients").

CoroWare, Inc, – CoroWare, Inc. 2012 Stock Incentive Plan-Amended (October 30th, 2012)

This 2012 Stock Incentive Plan-Amended (the "Plan") is made as of the 29th day of October 2012, by CoroWare, Inc., a Delaware corporation (the "Company"), for the Company's employees and consultants ("the Recipients").

CoroWare, Inc, – CoroWare announces ARICOn Joint venture (October 3rd, 2012)

Kirkland, WA – September 27, 2012 – CoroWare, Inc. (OTCQB:COWI) announced today it has partnered with a private investor to launch a joint venture – ARiCON, LLC – that will develop and market mobile robot platforms, applications, and solutions for the construction industry.

CoroWare, Inc, – JOINT VENTURE AGREEMENT (October 3rd, 2012)

This Joint Venture Agreement (this “Agreement”) is made and entered into as of this 24st day of September, 2012 by and between CoroWare, Inc. a Delaware corporation, having its principal offices at1410 Market Street, Suite 200, Kirkland, Washington 98033 (together with its Affiliates, “COROWARE”) and Lucas Snyder, a private investor and a managing partner of Snyder Construction Consulting, whose address is 10823 Hampton Mill Terrace, #350, Rockville, Maryland 20852 (“SNYDER”) whose names are set forth on the signature page of this Agreement, COROWARE and SNYDER being herein together referred to as the “Parties.”

CoroWare, Inc, – CoroWare, Inc. 2012 Stock Incentive Plan-Amended (August 23rd, 2012)

This 2012 Stock Incentive Plan-Amended (the "Plan") is made as of the 13yh day of August 2012, by CoroWare, Inc., a Delaware corporation (the "Company"), for the Company's employees and consultants ("the Recipients").

CoroWare, Inc, – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF COROWARE, INC. (July 11th, 2012)

The undersigned, being the Chief Executive Officer of COROWARE, INC., a corporation existing under the laws of the State of Delaware, does hereby certify under the seal of the said corporation as follows:

CoroWare, Inc, – CERTIFICATE OF DESIGNATION, (March 16th, 2012)

CoroWare, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Company pursuant to the authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law (the “DGCL”).

CoroWare, Inc, – CoroWare, Inc. 2012 Stock Incentive Plan (March 7th, 2012)

This Stock Incentive Plan (the "Plan") is made as of the 28th day of February 2012, by CoroWare, Inc., a Delaware corporation (the "Company"), for the Company's employees and consultants ("the Recipients").

CoroWare, Inc, – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES D CONVERTIBLE PREFERRED STOCK, $0.001 PAR VALUE PER SHARE (November 16th, 2011)

CoroWare, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on November 10, 2011 in accordance with the provisions of its Certificate of Incorporation (as amended and restated through the date hereof, the “Certificate of Incorporation”) and Bylaws. The authorized series of the Corporation’s previously-authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:

CoroWare, Inc, – COROWARE, INC. 2010 Incentive Stock Plan (March 29th, 2010)

THIS COROWARE, INC. 2010 INCENTIVE STOCK PLAN (the "Plan") is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

CoroWare, Inc, – COROWARE, INC. 2009 Incentive Stock Plan (December 16th, 2009)

THIS COROWARE, INC. 2009 INCENTIVE STOCK PLAN (the "Plan") is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

CoroWare, Inc, – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION, AS AMENDED OF COROWARE, INC. Under Section 242 of the General Corporation Law State of Delaware Secretary of State Division of Corporations Delivered 05:16 PM 01/23/2009 FILED 05:16 PM 01/23/2009 SRV 090065258 – 3547826 FILE (April 7th, 2009)
CoroWare, Inc, – COROWARE, INC. Amended 2008 Incentive Stock Plan (July 30th, 2008)

THIS COROWARE, INC. Amended 2008 INCENTIVE STOCK PLAN (the "Plan") is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

CoroWare, Inc, – COROWARE, INC. 2008 Incentive Stock Plan (May 29th, 2008)

THIS COROWARE, INC. 2008 INCENTIVE STOCK PLAN (the "Plan") is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

Innova Robotics & Automation, Inc. – SECURITIES PURCHASE AGREEMENT (March 26th, 2008)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 20, 2008, by and among INNOVA ROBOTICS AND AUTOMATION, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

Innova Robotics & Automation, Inc. – INNOVA ROBOTICS AND AUTOMATION, INC. Secured Convertible Debenture (March 26th, 2008)

FOR VALUE RECEIVED, INNOVA ROBOTICS AND AUTOMATION, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date (each, as defined herein), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), any Installment Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case

Innova Robotics & Automation, Inc. – AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURES (March 26th, 2008)

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURES dated of March 20, 2008, by and between INNOVA ROBOTICS AND AUTOMATION, INC. (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (f/k/a Cornell Capital Partners L.P.), a Cayman Island limited partnership (“YA Global”). All capitalized terms used herein shall have the respective meanings assigned thereto in the Transaction Documents (as defined below) unless otherwise defined herein.

Innova Robotics & Automation, Inc. – WARRANT (March 26th, 2008)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Innova Robotics & Automation, Inc. – PATENT AND TRADEMARK SECURITY AGREEMENT (March 26th, 2008)

THIS PATENT AND TRADEMARK SECURITY AGREEMENT (“Security Agreement”), dated as of October ___, 2007, between Innova Robotics and Automation, Inc., a Delaware corporation (the “Parent”), Robotic Workspace Technologies, Inc., a subsidiary of the Parent (the “Grantor”) and YA Global Investments, L.P., a Cayman Island exempted limited partnership (the “Lender”).

Innova Robotics & Automation, Inc. – SECURITY AGREEMENT (March 26th, 2008)

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of October ___, 2007, by and between INNOVA ROBOTICS AND AUTOMATIONS, INC., a Delaware corporation with its principal place of business located at 15870 Pine Ridge Road, Fort Myers, FL 33908 (the “Parent”), and each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

Innova Robotics & Automation, Inc. – REGISTRATION RIGHTS AGREEMENT (March 26th, 2008)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2008, by and among INNOVA ROBOTICS AND AUTOMATION, INC., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

Innova Robotics & Automation, Inc. – CONSULTING AGREEMENT (December 26th, 2007)

This CONSULTING AGREEMENT ("Agreement") is made and entered into this 18th day of December, 2007 by and between Walter Weisel (the "Consultant") and Robotic Workspace Technologies, Inc. (“RWT”), a wholly owned subsidiary of Innova Robotics and Automation, Inc. (“Innova”), a Delaware corporation (together RWT and Innova are referred to herein as the "Corporation").

Innova Robotics & Automation, Inc. – EMPLOYMENT TERMINATION AND RETIREMENT AGREEMENT (December 26th, 2007)

This Employment Termination and Retirement Agreement is made this 18th day of December 2007 by and between Innova Robotics and Automation, a Delaware Corporation (“INNOVA”), Robotic Workspace Technologies, Inc, (“RWT”), a Florida corporation and wholly owned subsidiary of INNOVA, and Innova Robotics, Inc. (“IR”), a Florida corporation and wholly owned subsidiary of INNOVA, (INNOVA, RWT, and IR are collectively referred to herein as the “Corporation” and Walter Weisel (the “Executive”).

Innova Robotics & Automation, Inc. – WARRANT (November 9th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Innova Robotics & Automation, Inc. – PATENT AND TRADEMARK SECURITY AGREEMENT (November 9th, 2007)

THIS PATENT AND TRADEMARK SECURITY AGREEMENT (“Security Agreement”), dated as of October ___, 2007, between Innova Robotics and Automation, Inc., a Delaware corporation (the “Parent”), Robotic Workspace Technologies, Inc., a subsidiary of the Parent (the “Grantor”) and YA Global Investments, L.P., a Cayman Island exempted limited partnership (the “Lender”).

Innova Robotics & Automation, Inc. – WARRANT (November 9th, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Innova Robotics & Automation, Inc. – REGISTRATION RIGHTS AGREEMENT (November 9th, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October __, 2007, by and among INNOVA ROBOTICS AND AUTOMATION, INC., a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

Innova Robotics & Automation, Inc. – INNOVA ROBOTICS AND AUTOMATION, INC. SECURED CONVERTIBLE DEBENTURE (November 9th, 2007)

FOR VALUE RECEIVED, INNOVA ROBOTICS AND AUTOMATION, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all Secured Convertible Debentures issued in exchange, transfer or replacement hereof, this "Deb

Innova Robotics & Automation, Inc. – SUBSCRIPTION DOCUMENTS INNOVA ROBOTICS & AUTOMATION, INC. INSTRUCTIONS FOR COMPLETING DOCUMENTS (November 9th, 2007)

The attached documents will be used to complete your purchase of units (the “Units”) of securities (the “Securities”), each unit consisting of one share (1) shares of Innova Robotics & Automation, Inc.’s Series C Convertible Preferred Stock, par value $.001 per share (the “Shares”) and stock purchase warrants equal to the number of shares of common stock converted from the Series C Convertible Preferred Stock (the “Warrants”). We are offering an aggregate of 500,000 Units. It is essential that the documents be completed accurately. Please pay particular attention to the following points:

  • Next page →