Catcher Holdings Inc Sample Contracts

Catcher Holdings, Inc – WAIVER AND AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (March 25th, 2008)

This Amendment to Convertible Secured Promissory Note (this “Amendment”) is entered into as of February 28, 2008 by and between Catcher Holdings, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined below). This Amendment amends the Convertible Secured Promissory Notes (the “Notes”) issued pursuant to the each of the Note and Restricted Stock Purchase Agreements, dated as of April 4, 2007 and June 20, 2007 by and among the Company and the persons and entities listed on Exhibit A thereto (each a “Purchaser” and collectively, the “Purchasers”) (together the “Agreements”). Capitalized terms not otherwise defined herein shall have the meanings given in the Notes.

Catcher Holdings, Inc – WAIVER AND AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (January 3rd, 2008)

This Amendment to Convertible Secured Promissory Note (this “Amendment”) is entered into as of December 27, 2007 by and between Catcher Holdings, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined below). This Amendment amends the Convertible Secured Promissory Notes (the “Notes”) issued pursuant to the each of the Note and Restricted Stock Purchase Agreements, dated as of April 4, 2007 and June 20, 2007 by and among the Company and the persons and entities listed on Exhibit A thereto (each a “Purchaser” and collectively, the “Purchasers”) (together the “Agreements”). Capitalized terms not otherwise defined herein shall have the meanings given in the Notes.

Catcher Holdings, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (December 5th, 2007)

This Executive Employment Agreement (“Agreement”), dated December 4, 2007 (“Effective Date”), is between Catcher, Inc. a Delaware corporation (the “Company”), and Allan Rakos (“Executive”).

Catcher Holdings, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (December 5th, 2007)

This Executive Employment Agreement (“Agreement”), dated December 4, 2007 (“Effective Date”), is between Catcher, Inc. a Delaware corporation (the “Company”), and Gary Haycox (“Executive”).

Catcher Holdings, Inc – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (December 5th, 2007)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 4, 2007 by and among Catcher Holdings, Inc., a Delaware corporation (“Acquiror”), Huckleberry Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), Vivato Networks, Inc., a Delaware corporation (“Target”) and Gary Haycox as Stockholders’ Agent. Acquiror, Merger Sub, Target and Stockholders’ Agent are referred to collectively herein as the “Parties.”

Catcher Holdings, Inc – PROMISSORY NOTE (December 5th, 2007)
Catcher Holdings, Inc – MANAGEMENT ADVISORY SERVICES AGREEMENT (December 5th, 2007)

This MANAGEMENT ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of November 20, 2007, by and among Catcher Holdings, Inc, a Delaware Corporation (the “Company”), and Aequitas Capital Management, Inc., an Oregon corporation (“Aequitas”).

Catcher Holdings, Inc – Dear Holders of Warrants of Catcher Holdings, Inc: (November 29th, 2007)

Catcher Holdings, Inc. (the “Company”), at the direction of its Board of Directors, is offering you an opportunity (the “Offer”) as a holder of the Company’s Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants or Series E Warrants (collectively the “Warrants”) to exercise your Warrants to acquire shares of the Company’s Common Stock at a reduced Warrant Price (as that term is defined in the respective Warrants), as indicated on the table below (the “Reduced Warrant Price”), provided that you exercise your Warrants prior to December 13, 2007. The Offer may only be accepted by holders that qualify as an “accredited investor” (as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended).

Catcher Holdings, Inc – LICENSE AGREEMENT (September 28th, 2007)

THIS LICENSE AGREEMENT (this “Agreement”) dated as of September , 2007 (the “Effective Date”), is entered into between Catcher Holdings, Inc., a Delaware corporation (“Catcher”), and Vivato Networks Holdings, Inc., a Delaware corporation (“Licensor”).

Catcher Holdings, Inc – AGREEMENT AND PLAN OF MERGER (September 28th, 2007)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 24, 2007 by and among Catcher Holdings, Inc., a Delaware corporation (“Acquiror”), Huckleberry Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), Vivato Networks, Inc., an Oregon corporation (“Target”) and Gary Haycox as Stockholders’ Agent. Acquiror, Merger Sub, Target and Stockholders’ Agent are referred to collectively herein as the “Parties.”

Catcher Holdings, Inc – MANAGEMENT SERVICES AGREEMENT (September 28th, 2007)

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of September 24, 2007 (the “Effective Date”) between Vivato Networks, Inc., a Delaware corporation (the “Contractor”), and Catcher Holdings, Inc., a Delaware corporation having a place of business at 44084 Riverside Parkway, Suite 320 Leesburg, Virginia 20176 (“Company”). The parties hereby agree as follows:

Catcher Holdings, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (September 5th, 2007)

This Executive Employment Agreement (“Agreement”), dated September 01, 2007 (“Effective Date”), is between Catcher, Inc., a Delaware corporation (the “Company”), and Ira Tabankin (“Executive”).

Catcher Holdings, Inc – FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (August 27th, 2007)

This First Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of August 23, 2007 by and among Catcher Holdings, Inc., a Delaware corporation (the “Company”), and the persons and entities signatory hereto (each an “Investor” and collectively, the “Investors”). This Amendment amends that Registration Rights Agreement, dated as of June 20, 2007, by and among the Company and the persons and entities listed on Exhibit A thereto (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings given in the Agreement.

Catcher Holdings, Inc – FIRST AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (July 18th, 2007)

This First Amendment to Convertible Secured Promissory Note (this “Amendment”) is entered into as of July , 2007 by and between Catcher Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Noteholder”). This Amendment amends that Convertible Secured Promissory Note from the Company to the Holder dated as of [ ] (the “Note”). Capitalized terms not otherwise defined herein shall have the meanings given in the Note.

Catcher Holdings, Inc – INDEPENDENT CONSULTING AGREEMENT (July 5th, 2007)

This Independent Consulting Agreement (“Agreement”), effective as of the 2nd day of July 2007 (“Effective Date”) is entered into by and between CATCHER HOLDINGS, INC., a Delaware corporation (herein referred to as the “Company”) and SALZWEDEL FINANCIAL COMMUNICATIONS, INC., an Oregon corporation (herein referred to as the “Consultant”).

Catcher Holdings, Inc – REGISTRATION RIGHTS AGREEMENT (June 26th, 2007)

This agreement, dated as of June 20, 2007 (this “Agreement”) is entered into by and among Catcher Holdings, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each an “Investor” and collectively, the “Investors”).

Catcher Holdings, Inc – Contract (June 26th, 2007)

THIS SECURED CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES INTO WHICH THIS SECURED CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Catcher Holdings, Inc – FIRST AMENDMENT TO NOTE AND RESTRICTED STOCK PURCHASE AGREEMENT (June 26th, 2007)

This First Amendment to Note and Restricted Stock Purchase Agreement (this “Amendment”) is entered into as of June 20, 2007 by and between Catcher Holdings, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined below). This Amendment amends that Note and Restricted Stock Purchase Agreement (the “Agreement”), dated as of April 4, 2007 by and among the Company and the persons and entities listed on Exhibit A thereto (each a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined herein shall have the meanings given in the Agreement.

Catcher Holdings, Inc – NOTE AND RESTRICTED STOCK PURCHASE AGREEMENT (June 26th, 2007)

This Note and Restricted Stock Purchase Agreement (this “Agreement”) is dated as of June 20, 2007 among Catcher Holdings, Inc., a Delaware corporation (the “Company”), Catcher Inc., a Delaware corporation and the wholly owned subsidiary of Catcher Holdings, Inc. (“Catcher”) and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Catcher Holdings, Inc – NOTE AND RESTRICTED STOCK PURCHASE AGREEMENT (April 10th, 2007)

This Note and Restricted Stock Purchase Agreement (this “Agreement”) is dated as of [ ], 2007 among Catcher Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Catcher Holdings, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 21st, 2007)

This Executive Employment Agreement (“Agreement”), dated February 19, 2007 (“Effective Date”), is between Catcher, Inc., a Delaware corporation (the “Company”), and Robert H. Turner (“Executive”).

Catcher Holdings, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 7th, 2007)

This Executive Employment Agreement (“Agreement”), dated December 7, 2006 (“Effective Date”), is between Catcher, Inc., a Delaware corporation (the “Company”), and Denis McCarthy (“Executive”).

Catcher Holdings, Inc – Linda Decker, VP – Investor Relations Jeff Myhre, VP – Editorial 212.564.4700 Tom Gibson, VP – Media Relations 201.476.0322 Seven Penn Plaza • Suite 810 • New York, NY 10001 • Fax: 212.244.3075 (January 3rd, 2007)
Catcher Holdings, Inc – LEASE BY AND BETWEEN GPO RIVERBEND LLC, LANDLORD, AND CATCHER, INC., TENANT DATED: October 12, 2006 PROPERTY: 44084 RIVERSIDE PARKWAY, LANSDOWNE, VA (November 14th, 2006)
Catcher Holdings, Inc – Contract (November 8th, 2006)

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

Catcher Holdings, Inc – Dear Shareholders and Holders of Warrants of Catcher Holdings, Inc: (October 27th, 2006)

Catcher Holdings, Inc., at the direction of its Board of Directors, is amending the offer made to you on October 11, 2006, by increasing the number of shares purchasable under the Series E Warrant to be 100% of the shares originally purchasable under your exercised Warrant as shown on the table below:

Catcher Holdings, Inc – Dear Holders of Warrants of Catcher Holdings, Inc: (October 12th, 2006)

Catcher Holdings, Inc. (the “Company”), at the direction of its Board of Directors, is offering you an opportunity (the “Offer”) as a holder of the Company’s Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrants (collectively the “Warrants”) (a) to exercise your Warrants to acquire shares of the Company’s Common Stock at a reduced Warrant Price (as that term is defined in the respective Warrants), as indicated on the table below (the “Reduced Warrant Price”), and, for all holders except holders of the Company’s Series A Warrants, (b) to receive an additional warrant to acquire 50% of the Warrant Shares (as that term is defined in the respective Warrants) originally purchasable under such exercised Warrant at a price of $2.50 per share with an exercise term of three years (the “Series E Warrant”) provided that you (i) exercise such series of Warrants prior to October 30, 2006 and (ii) exercise at least 50% of such series of Warrants held by you. The Offer may only

Catcher Holdings, Inc – CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS (October 10th, 2006)
Catcher Holdings, Inc – Tatum, LLC Interim Executive Services Agreement (September 11th, 2006)

Tatum, LLC (“Tatum”) understands that Catcher Holdings, Inc. (“the Company”) desires to engage a partner of Tatum to serve as interim chief financial officer. This Interim Executive Services Agreement sets forth the conditions under which such services will be provided.

Catcher Holdings, Inc – Catcher, Inc. SEPARATION AND RELEASE AGREEMENT (September 6th, 2006)

This Separation and Release Agreement (“Agreement”) is entered into by and between Catcher, Inc. (“Catcher”), and John Sutton (“Employee”) with respect to the following facts:

Catcher Holdings, Inc – Contract (August 14th, 2006)

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

Catcher Holdings, Inc – Catcher, Inc. (August 14th, 2006)

Catcher, Inc. (together with its affiliates and any successor entities, the “Company”) is pleased to offer you employment in the position of Vice President of Sales based on the following terms.

Catcher Holdings Inc – MANUFACTURING AGREEMENT (April 27th, 2006)

This Manufacturing Agreement (“Agreement”), is entered into as of November 22nd, 2005 (“Effective Date”) between KEY TRONIC CORPORATION, a Washington corporation, having its principal place of business at N.4424 Sullivan Road, Spokane, Washington 99216 (“Supplier”) and CATCHER, INC., a Delaware corporation having its principal place of business at 39526 Charlestown Pike, Hamilton, VA 20158 (“Buyer”).

Catcher Holdings Inc – SOFTWARE LICENSE AGREEMENT (April 27th, 2006)

This Software License Agreement (“Agreement”) is entered into this 27th day of September, 2005 (the “Effective Date”) by and between Innerwall, Inc., (“Innerwall”) a Delaware corporation with principal offices at 4945 North 30th Street, Colorado Springs, CO 80919 and Catcher, Inc., a Delaware corporation with principal offices at 39526 Charlestown Pike, Hamilton, VA 20158 (“Catcher”). Catcher and Innerwall are sometimes collectively referred to herein as the “parties.”

Catcher Holdings Inc – THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON [_______], (March 21st, 2006)

EXHIBIT 10.2 THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON [_______], 2011 (the "EXPIRATION DATE"). No. D-[____] CATCHER HOLDINGS, INC. WARRANT TO PURCHASE [_____] SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE For VALUE RECEIVED, [__________] ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant, from Catcher Holdings, Inc., a Delaware corporation (the