Solution Technology International Inc Sample Contracts

Solution Technology International Inc – NOTE AND WARRANT PURCHASE AGREEMENT (November 12th, 2004)

Exhibit 10.14 NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (this "AGREEMENT") is made and entered into as of June 3, 2004 by and among Solution Technology International, Inc., a Delaware corporation (the "COMPANY") and Michael Shor (the "LENDER"). WHEREAS, the Company is currently in need of funds to help finance its operations; and WHEREAS, the Lender is willing to advance funds to the Company in exchange for the issuance to him of (i) promissory notes evidencing the Company's obligation to repay the Lender's loan of the advanced funds, and (ii) warrants to purchase shares of the Company's common stock, all as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree as follows: 1. PURCHASE AND SALE

Solution Technology International Inc – BUSINESS DEVELOPMENT AGREEMENT (November 12th, 2004)

EXHIBIT 10.12 BUSINESS DEVELOPMENT AGREEMENT THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and LIGHTHOUSE ADVISORS, INC., a Maryland corporation ("Lighthouse Advisors"). RECITALS: WHEREAS, the Company desires to engage Lighthouse Advisors, and Lighthouse Advisors desires to be engaged by the Company, to provide certain business development services in accordance with and subject to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Solution Technology International Inc – NOTE PURCHASE AGREEMENT (November 12th, 2004)

Exhibit 10.15 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this "Agreement") is made and entered into as of January 1, 2004 by and between Solution Technology International, Inc., a Delaware corporation (the "Company") and Birgitta M. Jonson (the "Lender"). WHEREAS, the Company is currently in need of funds to help finance its operations; and WHEREAS, the Lender is willing to advance funds to the Company, from time to time, in exchange for the issuance to her of certain promissory notes evidencing the Company's obligation to repay the Lender's loan of the advanced funds, all as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree as follows: 1. CERTAIN DEFINITIONS. 1.1 Borrowing. The ter

Solution Technology International Inc – BUSINESS DEVELOPMENT AGREEMENT (November 12th, 2004)

EXHIBIT 10.11 BUSINESS DEVELOPMENT AGREEMENT THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and MOBILEPRO CORP., a Delaware corporation ("Mobilepro"). RECITALS: WHEREAS, the Company desires to engage Mobilepro, and Mobilepro desires to be engaged by the Company, to provide certain business development services in accordance with and subject to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT:

Solution Technology International Inc – 2002 STOCK INCENTIVE PLAN (August 20th, 2004)

EXHIBIT 4.1 SOLUTION TECHNOLOGY INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards Solution Technology International, Inc., a Delaware corporation (the "Company"), hereby establishes the Solution Technology International, Inc. 2002 STOCK INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company through their future services, and (ii) enabling the Company to attract, retain and reward the best-available persons. The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonqualified stock options), stock appreciation rights, restricted or unrestricted sto

Solution Technology International Inc – ESCROW AGREEMENT (August 20th, 2004)

EXHIBIT 10.4 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 29, 2004 by SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and BUTLER GONZALEZ LLP (the "Escrow Agent"). BACKGROUND WHEREAS, the Company and the Investor have entered into an Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") of even date herewith, pursuant to which the Investor will purchase the Company's Common Stock, par value $.001 per share (the "Common Stock"), at a price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement, for an aggregate price of up to Twelve Million Dollars ($12,000,000). The Standby Equity Distribution Agr

Solution Technology International Inc – CONVERTIBLE DEBENTURE (August 20th, 2004)

EXHIBIT 10.10 THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. CONVERTIBL

Solution Technology International Inc – BUSINESS DEVELOPMENT AGREEMENT (August 20th, 2004)

EXHIBIT 10.12 BUSINESS DEVELOPMENT AGREEMENT THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and LIGHTHOUSE ADVISORS, INC., a Maryland corporation ("Lighthouse Advisors"). RECITALS: WHEREAS, the Company desires to engage Lighthouse Advisors, and Lighthouse Advisors desires to be engaged by the Company, to provide certain business development services in accordance with and subject to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Solution Technology International Inc – WARRANT (August 20th, 2004)

EXHIBIT 4.2 WARRANT 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. SOLUTION TECHNOLOGY INTERNATIONAL, INC. Warrant To Purchase Common Stock Warrant No.: ___

Solution Technology International Inc – REGISTRATION RIGHTS AGREEMENT (August 20th, 2004)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the "Standby Equity Distribution Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value $.001 per share (the "Common Stock"), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to Twelve Million Dollars ($12,0

Solution Technology International Inc – PLACEMENT AGENT AGREEMENT (August 20th, 2004)

EXHIBIT 10.3 SOLUTION TECHNOLOGY INTERNATIONAL, INC. PLACEMENT AGENT AGREEMENT Dated as of: June 29, 2004 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Solution Technology International, Inc., a Delaware corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement of even date herewith (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to ti

Solution Technology International Inc – ESCROW AGREEMENT (August 20th, 2004)

EXHIBIT 10.13 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 29, 2004 SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (the "Investor(s)"), and BUTLER GONZALEZ, LLP, as Escrow Agent hereunder (the "Escrow Agent"). BACKGROUND WHEREAS, the Company and the Investor(s) have entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date hereof, pursuant to which the Company proposes to sell secured convertible debentures (the "Convertible Debentures") which shall be convertible into the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a price per share equal to the Purchase Price, as that term is defined in the Securiti

Solution Technology International Inc – SECURITY AGREEMENT (August 20th, 2004)

EXHIBIT 10.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of June 29, 2004, by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the "Secured Party"). WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Securities Purchase Agreement dated the date hereof, and the Secured Party shall purchase a minimum of Six Hundred Thousand Dollars ($600,000) of five percent (5%) secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock, par value $.001 (the "Common Stock") (as converted, the "Conversion Shares"), in the respective amounts set forth opposite each Buyer(s) name on Sched

Solution Technology International Inc – SECURITIES PURCHASE AGREEMENT (August 20th, 2004)

EXHIBIT 10.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of June 29, 2004 by and among SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company") and the Buyers listed on Schedule I attached hereto (individually, a "Buyer" or collectively "Buyers"). WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided here

Solution Technology International Inc – SECURED DEBENTURE (August 20th, 2004)

EXHIBIT 10.9 THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

Solution Technology International Inc – BUSINESS DEVELOPMENT AGREEMENT (August 20th, 2004)

EXHIBIT 10.11 BUSINESS DEVELOPMENT AGREEMENT THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and MOBILEPRO CORP., a Delaware corporation ("Mobilepro"). RECITALS: WHEREAS, the Company desires to engage Mobilepro, and Mobilepro desires to be engaged by the Company, to provide certain business development services in accordance with and subject to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT:

Solution Technology International Inc – INVESTOR REGISTRATION RIGHTS AGREEMENT (August 20th, 2004)

EXHIBIT 10.6 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 29, 2004, by and among SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the undersigned investors (each, an "Investor" and collectively, the "Investors"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investors secured convertible debentures (the "Convertible Debentures") which shall be convertible into that number of shares of the Company's common stock, par value $$.001 per share (the "Common Stock"), pursuant to the terms of the Securities Purchase Agreement for an aggregate p

Solution Technology International Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (August 20th, 2004)

EXHIBIT 10.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of June 29, 2004 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and SOLUTION TECHNOLOGY INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Twelve Million Dollars ($12,000,000) of the Company's common stock, par value $.001 per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and th