OFCell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors • Florida
EXHIBIT 10.1 SUBSCRIPTION AGREEMENTSubscription Agreement • September 14th, 2004 • Cell Power Technologies Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER -------------------------------------Agreement and Plan of Merger • July 18th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Florida
PORTAGY CORP. c/o Harris Cramer LLP 1555 Palm Beach Lakes Boulevard Suite 310 West Palm Beach, FL 33401 July 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits,...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of the ____ day of July, 2006 by and among Cell Power Technologies, Inc., a Florida corporation (the "Company"), and each of the parties...Registration Rights Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Florida
EXHIBIT 10.7 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors • Florida
EXHIBIT 4.1 FORM OF WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR...Cell Power Technologies Inc • September 14th, 2004 • Services-business services, nec
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered as of the 1st day of April, 2006, between Portagy Corp., a Delaware corporation (the "Company"), and Charles Wiesel (the "Executive"). WHEREAS, the Company...Employment Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Delaware
AMENDMENT AGREEMENTAmendment Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
LOAN AGREEMENTLoan Agreement • February 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION...Cell Power Technologies Inc • February 14th, 2006 • Patent owners & lessors
WITNESSETHExclusive Supply and Distribution Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • California
VSTORE TERMS OF AGREEMENT This agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the VSTORE Virtual Storefront Network. As used in this Agreement: * "VSTORE," "we," "us," and "our" refer to Vstore,...Vstore Terms of Agreement • November 1st, 2002 • E the Movie Networks
THE SHARES REPRESENTED BY THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER...Cell Power Technologies Inc • July 18th, 2006 • Patent owners & lessors
FIRST AMENDMENT TO EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
JOINT FILING AGREEMENTJoint Filing Agreement • August 21st, 2006 • Cell Power Technologies Inc • Patent owners & lessors
THIS JOINT FILING AGREEMENT (the “Agreement”) is entered into as of August 21, 2006 by and among Michael D. Harris and Beth J. Harris (each, a “Reporting Person” and collectively, the “Reporting Persons”).
Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218Cell Power Technologies Inc • February 14th, 2006 • Patent owners & lessors
This letter agreement sets forth our understanding with respect to the extension of the maturity of the Initial Loan. Notwithstanding anything to the contrary set forth in the Loan Agreement or the Initial Note, the Company and the Lender agree that the principal amount of the Initial Loan, together with all interest accrued thereon, shall be due and payable on April 21, 2006. The Lender waives any rights it may have (under the Loan Agreement, at law or otherwise) as a result of the Company's failure to repay the principal amount of the Initial Loan, together with all interest accrued thereon, when due as originally contemplated by the Loan Agreement. In consideration of the Lender agreeing to extend the term of the Initial Loan and waive its rights as set forth herein, the Company agrees to (i) issue to the Lender a warrant to purchase 180,000 shares of Common Stock, exercisable for two years at an exercise price of $0.05 per share and otherwise having terms and conditions identical t
April 6, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President Re: Cell Power / Portagy Second Amendment to Merger Agreement First Amendment to Disclosure Schedule...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
May 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President Re: Cell Power / Portagy Third Amendment to Merger Agreement Dear Mr. Herskovits: This letter...Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
PORTAGY CORP. 9412 Oakmore Road Los Angeles, CA 90035Cell Power Technologies Inc • August 14th, 2006 • Patent owners & lessors
This letter constitutes another amendment to the Agreement and Plan of Merger by and among Cell Power Technologies, Inc., Portagy Acquisition Corp. and Portagy Corp. Attached as Exhibit A is a revised capitalization table. If the foregoing is satisfactory to you, please instruct American Stock Transfer & Trust issue additional share certificates to equal the sums contained in the Cell Power Common Stock column. Once our attorneys receive the appropriate common stock certificates and you have executed a copy of this Fifth Amendment and return it to us, the merger will be officially closed.
WITNESSETH:Exclusive Licensee Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Delaware
EXHIBIT 10.6 SERVICES AGREEMENT This SERVICES AGREEMENT (the "Agreement") is entered into as of the 10th day of April, 2006 by and between PORTAGY CORP., a Delaware corporation (the "Company"), and TRIPLE D HOLDING COMPANY, LLC, a California limited...Services Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors • Delaware
EXHIBIT 10.2 FIRST AMENDMENT TO EXCLUSIVE LICENSEE AGREEMENT THIS FIRST AMENDMENT TO EXCLUSIVE LICENSEE AGREEMENT (the "First Amendment") is made and entered into effective as of the ___ day of May, 2006, by and between PORTAGY CORP., a Delaware...Exclusive Licensee Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
