ROTOBLOCK CORPORATIONNorthTech CORP • October 5th, 2005 • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2006 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for reference as of October ____, 2006 by and among NorthTech Corporation, a Nevada corporation (the "Corporation"), and the purchasers named on the signature pages hereto (the "Purchasers").
AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Delaware
This AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is entered into this _26th day of December, 2006, among (i) Platinum Research Organization, Inc., (f/k/a NorthTech Corporation), a company organized and existing under the laws of Nevada ("NorthTech"), (ii) each of Platinum Research Organization L.P., a limited partnership organized and existing under the laws of Texas ("Platinum"), Lubrication Partners, a joint venture ("GP Transferor") and sole shareholder of Platinum IP Management, Inc., a company organized and existing under the laws of Texas and the general partner of Platinum ("PRO GP"), each person holding a limited partnership interest in Platinum (each, a "Limited Partner") (each Limited Partner and GP Transferor, a "PRO Transferor" and collectively, the "PRO Transferors"), by and through John T. (Cork) Jaeger as the representative of all PRO Transferors (the "PRO Transferor Representative"), and (iii) Steve Drayton as the representative (the "Investor Representative"
GUARANTYGuaranty • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services
In consideration of SEATTLE CITY EMPLOYEES’ RETIREMENT SYSTEM, a single-employer defined-benefit public employee retirements system (“Lender”) lending SIX MILLION DOLLARS ($6,000,000) (the “Loan”) to PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (“Borrower”), the undersigned, PRO OPERATIONS, L.P., a Texas limited partnership (“Guarantor”), jointly and severally with all other parties executing similar guaranties, if any, hereby unconditionally and irrevocably guarantees to Lender prompt payment of the Loan when due, whether by acceleration or otherwise, together with all interest thereon, any other sums that become due and owing to Lender under the Note (as hereinafter defined) or any of the Security Documents (also as hereinafter defined), including, without limitation, late charges, premiums for prepayment, expenditures by Lender to preserve and protect the collateral for repayment of the Note, amounts that would become due but for the effect of any bankruptcy pro
SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • April 15th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Washington
THIS SENIOR SECURED NOTE PURCHASE AGREEMENT (this “Agreement”), made as of this 3rd day of December, 2004, by and between Platinum Intellectual Property, L.P., a Texas limited partnership with an address at 2828 Routh Street, Suite 500, Dallas, Texas 75201 (the “Company”); and SEATTLE CITY EMPLOYEES’ RETIREMENT SYSTEM, a single-employer defined-benefit public employee retirement system with an address at 801 Third Avenue, Seattle, Washington 98104 (the “Purchaser”).
DRAFT ----- WARRANT AGREEMENT NORTHTECH CORPORATION AND SIGNATURE STOCK TRANSFER Warrant Agent THIS AGREEMENT (the "Agreement") is dated as of _______________, 2005, by and between NORTHTECH CORPORATION, a Nevada corporation (the "Company") and...NorthTech CORP • November 21st, 2005 • Services-miscellaneous business services • Nevada
PLATINUM RESEARCH ORGANIZATION, INC. STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 13th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Delaware
This Non-Qualified Stock Option Agreement (the “Agreement”) is made and entered into by and between Platinum Research Organization, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Effective as of the Transaction Date, all Stock Options previously granted to Participant on April 18, 2007 (the “Previous Stock Options”), under the Company Stock Inventive Plan (the “Plan”) are terminated and Participant’s rights under the Previous Stock Options are cancelled. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.
CONTRIBUTION AGREEMENT DATED OCTOBER 26, 2006 AMONG PLATINUM RESEARCH ORGANIZATION L.P. ('PLATINUM'), THE LIMITED PARTNERS OF PLATINUM AND THE SOLE STOCKHOLDER OF PLATINUM'S GENERAL PARTNER (THE 'PRO TRANSFERORS') , STEVE DRAYTON, ON BEHALF OF CERTAIN...Contribution Agreement • November 3rd, 2006 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Delaware
CONTRIBUTION AGREEMENT (this 'Agreement'), dated as of October ____, 2006, among NorthTech Corporation, a company organized and existing under the laws of Nevada ('NorthTech'), Platinum Research Organization L.P., a limited partnership organized and existing under the laws of Texas ('Platinum'), Lubrication Partners, a joint venture ('GP Transferor') and sole shareholder of Platinum IP Management, Inc., a company organized and existing under the laws of Texas and the general partner of Platinum ('PRO GP'), each person holding a limited partnership interest in Platinum (each, a 'Limited Partner') (each Limited Partner and GP Transferor, a 'PRO Transferor' and collectively, the 'PRO Transferors'), and John T. (Cork) Jaeger as the representative of all PRO Transferors (the 'PRO Transferor Representative'), and Steve Drayton as the representative (the 'Investor Representative') of all individuals who invest in NorthTech (other than the PRO Transferors) (the 'Investors') and who have agreed
BRIDGE LOAN AGREEMENTBridge Loan Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
THIS BRIDGE LOAN AGREEMENT ("Loan Agreement") is dated as of January 9, 2007, by and between PLATINUM RESEARCH ORGANIZATION L.P., a Texas limited partnership, with headquarters located at 2828 Routh Street, 5th Floor, Dallas, Texas 75201 ("Platinum"), and PLATINUM RESEARCH ORGANIZATION, INC. (F/K/A NORTHTECH CORPORATION), having an office at 1917 West 4th Avenue, Suite 421, Vancouver B.C. V6J 1M7 ("NorthTech").
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 3rd, 2006 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
THIS AGREEMENT (the "Agreement"), is made and entered into by the undersigned as of the ____ day of ________, 2006. Capitalized terms used herein and not otherwise herein defined shall have the meanings set forth for such terms in the Contribution Agreement (as defined below).
SECURITY AGREEMENTSecurity Agreement • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Nevada
THIS SECURITY AGREEMENT, dated this 22nd day of September, 2008 (the “Agreement”), made by PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (“PIP LP”), with an address at 2777 Stemmons Freeway, Suite 1440, Dallas, Texas 75207, and PRO OPERATIONS, L.P., a Texas limited partnership (“PRO LP”), with an address at 2777 Stemmons Freeway, Suite 1440, Dallas, Texas 75207, (collectively on a joint and several basis, the “Grantor”), in favor of ALPINA LENDING, L.P., a Nevada limited partnership with an address at 7161 S. Eastern Ave., Suite 3A, Las Vegas, Nevada 89119-4675 (the “Secured Party”).
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement Agreement • March 31st, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • New York
AGREEMENT (the “Agreement”) dated , 2007 among R. T. VANDERBILT COMPANY, INC. and VANDERBILT INTERNATIONAL, Sarl, corporations having an office at 30 Winfield Street, Norwalk, Connecticut, U.S.A. (“Vanderbilt”); and Platinum Research Organization, Inc., a Delaware Corporation, having an office at 2828 Routh Street, Suite 500, Dallas, TX 75201 (“PRO” ).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 1st, 2006 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Delaware
THIS WARRANT PURCHASE AGREEMENT (the "Agreement") is made and entered into as of ___________, 2006, by and between PLATINUM RESEARCH ORGANIZATION, INC., a Nevada corporation having an office at 1917 West 4th Avenue, Suite 421, Vancouver B.C. V6J 1M7 ("Platinum"), and Investa Corporation, a ________ corporation having an office at ____________________ (the "Purchaser").
REGISTRATION RIGHTS AGREEMENT By and Among PLATINUM RESEARCH ORGANIZATION, INC. and the INVESTORS NAMED HEREIN September 22, 2008Registration Rights Agreement • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Washington
REGISTRATION RIGHTS AGREEMENT (“Agreement”) dated as of September 22,, 2008, among PLATINUM RESEARCH, INC., a Delaware corporation (the “Company”), and the INVESTORS of the Company listed on Schedule I hereto, and their permitted assigns (collectively, the “Investors”).
SUBORDINATION AGREEMENTSubordination Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Washington
This SUBORDINATION AGREEMENT ("Agreement") is entered into as of the 9th day of January, 2007, by Platinum Research Organization, Inc., a Nevada corporation ("Creditor"), with a mailing address of Suite 421 - 1917 West 4th Avenue, Vancouver BC, Canada V6J 1M7, to and in favor of Seattle City Employees' Retirement System, a single-employer defined-benefit public employee retirement system ("SCERS") with a mailing address of 801 Third Avenue, Seattle, WA 98104, and consented and agreed to by Platinum Research Organization LP, a Texas limited partnership ("Borrower") with an address of 2828 Routh Street, Suite 500, Dallas Texas 75201 and Platinum Intellectual Property L.P., a Texas limited partnership and a wholly-owned subsidiary of Borrower ("PIP"), with a mailing address of 2828 Routh Street, Suite 500, Dallas Texas 75201.
VOTING AGREEMENTVoting Agreement • November 3rd, 2006 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
This Voting Agreement (the "Agreement") is entered into effective as of the ___ day of __________, 2006, by and among Northtech Corp., a Nevada incorporated company (the "Company"), Lubrication Partners L.P., a Texas limited partnership, ("LPLP") and Lubrication Partners, a joint venture ("LPJV")(LPLP and LPJV together the "Shareholders"):
SERVICE AGREEMENTService Agreement • April 15th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Washington
SERVICE AGREEMENT dated this 3rd day of December, 2004 (the “Agreement”), by and among PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, with an address at 2828 Routh Street, Suite 500, Dallas, Texas 75201 (the “Company”); SEATTLE CITY EMPLOYEES’ RETIREMENT SYSTEM, a single-employer defined-benefit public employee retirement system with an address at 801 Third Avenue, Seattle, Washington 98104 (the “Purchaser”); and NEWLIGHT CAPITAL, LLC, a New York limited liability company with an address at Suite 1100, 140 Lee Road, Garden City, New York 11530 (“Newlight”).
Exhibit "B" to Bridge Loan Agreement PLATINUM RESEARCH ORGANIZATION L.P. SECURITY AGREEMENTSecurity Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
THIS SECURITY AGREEMENT, dated as of January 9, 2007 (this "Security Agreement"), by and between Platinum Research Organization L.P., a Texas limited partnership, with headquarters located at 2828 Routh Street, 5th Floor, Dallas, Texas 75201 ("Platinum"), Platinum Intellectual Property L.P., a Texas limited partnership, of which Platinum is the sole limited partner ("PIP LP") (Platinum and PIP LIP singly the "Grantor" together the "Grantors"), and Platinum Research Organization, Inc. (f/k/a NorthTech Corporation), having an office at 1917 West 4th Avenue, Suite 421, Vancouver B.C. V6J 1M7 ("NorthTech" or "Secured Party").
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • November 3rd, 2006 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement") dated as of October ____, 2006, is entered into between NorthTech Corporation, a Nevada corporation (the "Company" or "NorthTech"), and Bank Sal. Oppenheim Jr. & Cie, a ____________ corporation ("Oppenheim").
SECOND OMNIBUS AMENDMENTSecond Omnibus Amendment • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services
This Second Omnibus Amendment (this “Amendment”) is entered into as of September 22, 2008 (the “Effective Date”) by and among PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (the “Company”), PRO OPERATIONS, L.P., f/k/a PLATINUM RESEARCH ORGANIZATION, L.P. a Texas limited partnership (the “Parent”), PLATINUM RESEARCH ORGANIZATION, INC., a Delaware corporation (“PRO”) SEATTLE CITY EMPLOYEES’ RETIREMENT SYSTEM, a single-employer defined-benefit public employee retirement system (the “Purchaser”), NEWLIGHT CAPITAL, LLC, a New York limited liability company (“Newlight”), and, for limited purposes, JPMORGAN CHASE BANK N.A. (the “Escrow Agent”). Unless otherwise defined, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Purchase Agreement (as defined below) including, to the extent applicable, after giving effect to this Amendment.
CONSULTING AGREEMENTConsulting Agreement • May 21st, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Texas
This Consulting Agreement (the “Agreement”) is entered into by and between Platinum Research Organization, Inc., a company existing under the laws of Delaware (“PRO, Inc.” or the “Company”), The Fairmount Company, a District of Columbia corporation (the “Consultant”), and for certain limited purposes, John T. (Corky) Jaeger, Jr. (“Jaeger”)
ESCROW AGREEMENTEscrow Agreement • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Texas
THIS ESCROW AGREEMENT (this “Agreement”) dated the 22nd day of September, 2008, is by and among PRO OPERATIONS, L.P., a Texas limited partnership, PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, and PLATINUM RESEARCH ORGANIZATION, INC., a Delaware corporation (collectively, “Borrower”), ALPINA LENDING, L.P., a Nevada limited partnership, in its capacity as lender and as agent to all Lenders (“Agent”), and HALLETT & PERRIN, P.C. (the “Escrow Agent”). The Effective Date of this Agreement shall be the date of that certain Secured Convertible Promissory Note dated September 22, 2008 (the “Note”), by and among Borrower and Agent.
OMNIBUS AMENDMENTOmnibus Amendment • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services
This Omnibus Amendment (this "Amendment") is entered into as of January _9_, 2007 by and among PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (the "Company"), PLATINUM RESEARCH ORGANIZATION, L.P., a Texas limited partnership (the "Parent"), SEATTLE CITY EMPLOYEES' RETIRMENT SYSTEM, a single-employer defined-benefit public employee retirement system (the "Purchaser"), NEWLIGHT CAPITAL, LLC, a New York limited liability company ("Newlight"), and, for limited purposes, JPMORGAN CHASE BANK N.A. (the "Disbursement Agent") and Platinum Research Organization, Inc. (f/k/a NorthTech Corporation), a company organized and existing under the laws of Nevada ("PRO Inc.").
SECOND AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • March 5th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Delaware
This SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is entered into this 28th day of February, 2007, among (i) Platinum Research Organization, Inc., (f/k/a NorthTech Corporation), a company organized and existing under the laws of Nevada ("NorthTech"), (ii) each of Platinum Research Organization L.P., a limited partnership organized and existing under the laws of Texas ("Platinum"), Lubrication Partners, a joint venture ("GP Transferor") and sole shareholder of Platinum IP Management, Inc., a company organized and existing under the laws of Texas and the general partner of Platinum ("PRO GP"), each person holding a limited partnership interest in Platinum (each, a "Limited Partner") (each Limited Partner and GP Transferor, a "PRO Transferor" and collectively, the "PRO Transferors"), by and through John T. (Cork) Jaeger as the representative of all PRO Transferors (the "PRO Transferor Representative"), and (iii) Steve Drayton as the representative (the "Investor Represent
STOCK SUBSCRIPTION OFFER NORTHTECH CORPORATION TO: BOARD OF DIRECTORS: 1. Subscription: ____________________________ (the "Undersigned"), whose address is ________________________________________________________, hereby offers to subscribe for...NorthTech CORP • November 21st, 2005 • Services-miscellaneous business services • Nevada
