Shea Development Corp. COMMON STOCK PURCHASE WARRANTShea Development Corp. • July 20th, 2007 • Services-prepackaged software
Shea Development Corp., a Nevada corporation, (the “Company”) hereby certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June , 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Common Stock Purchase Warrants issued in connection with the execution of the Securities Purchase Agreement dated as of July , 2007 (the “Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
SECURITY AGREEMENT, dated as of July 11, 2007 (this “Agreement”), among Shea Development Corp., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Notes due July 11, 2010 in the original aggregate principal amount of $7,222,222 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2007 between Shea Development Corp, a Nevada corporation whose principal place of business is located at 1351 Dividend Drive, Suite G, Marietta, GA 30067 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”), dated as of July 11, 2007, by and between SHEA DEVELOPMENT CORP., a Nevada corporation (the “COMPANY”), and each buyer identified on the Schedule of Buyers attached to the Series B Preferred Stock Purchase Agreement, as defined below (collectively, the “BUYERS” and each individually, the “BUYER”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2007 by and between Riptide Software, Inc., a Florida corporation (the “Company”), and Philip Loeffel an employee of the Company (“Employee”).
ContractShea Development Corp. • July 20th, 2007 • Services-prepackaged software • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FORM OF WARRANTCommon Stock Purchase Warrant • April 24th, 2008 • Riptide Worldwide, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on April 18, 2013, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Riptide Worldwide, Inc., a Nevada corporation (the “Company”), shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 7, 2007, by and among Shea Development Corp., a Nevada corporation (“Parent”), Shea Development Acquisition No. 4 Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CRI Advantage, Inc., an Idaho corporation (the “Company”), and certain holders of the majority of the outstanding capital stock of the Company, as listed on Schedule 1 hereto (“Certain Company Shareholders”). Holders of capital stock of the Company are collectively referred to herein as the “Company Shareholders,” and individually as a “Company Shareholder”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.
SUBORDINATION AGREEMENTSubordination Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of July 13, 2007, by and among CAMOFI Master LDC and CAMHZN Master LDC, each a Cayman Islands Limited Duration Company (collectively, the “Senior Lender”), the lenders listed on Schedule A attached hereto (each a “Junior Lender”, and collectively, the “Junior Lenders”), and SHEA DEVELOPMENT CORP., a Nevada corporation and each of its subsidiaries (collectively, the “Borrower”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 11th, 2007 • Shea Development Corp. • Services-prepackaged software • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 4, 2007, by and among CaminoSoft Corp., a California corporation (“Parent”), CC Merger Corp., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Shea Development Corp., a Nevada corporation (the “Company”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties,” and each is a “Party”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 1.
INTEREST PURCHASE AGREEMENT By and Among SHEA DEVELOPMENT CORP. a Nevada corporation WOW GLOBAL CORPORATION, LLC a Pennsylvania limited liability company SUBHASH CHANDER and SARITA KHATRI Dated as of November 28, 2007Interest Purchase Agreement • December 4th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2007, by and among Shea Development Corp., a Nevada corporation (“Buyer”), WOW Global Corporation, LLC, a Pennsylvania limited liability company (the “Company”), and Subhash Chander (“Chander”) and Sarita Khatri (“Khatri”) constituting the holders of all outstanding equity interests of the Company (Chander and Khatri are each a “Member” and, collectively, the “Members”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This Agreement is dated as of the 11th day of July, 2007 among Shea Development Corp., a Nevada corporation (the “Company”), the Bridgepointe Master Fund Ltd. (the “Bridgepointe”) and Dunnington, Bartholow & Miller LLP (the “Escrow Agent”):
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the February 21, 2007 between Shea Development Corp., a corporation organized and existing under the laws of the State of Nevada (“SDC” or the “Company”) and RENAISSANCE CAPITAL, LP, AUSTIN LEWIS/LEWIS ASSET MGT. and SAAMA TECHNOLOGIES, INC. (hereinafter collectively referred to as the “Investor”).
ContractRiptide Worldwide, Inc. • November 25th, 2008 • Services-prepackaged software • New York
THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 11, 2007 between Shea Development Corp., a corporation organized and existing under the laws of the State of Nevada (“SDC” or the “Company”) and RENAISSANCE US GROWTH INVESTMENT TRUST PLC; PATARA CAPITAL, L.P.; STANLEY SHOPKORN; STANLEY AND TRACY SHOPKORN, JTWROS; JOSLYNDA CAPITAL, LLC; MORRIS SMITH; GUIDEPOST CAPITAL PARTNERS, L.P. and BRIDGEPOINTE MASTER FUND LTD. (hereinafter collectively referred to as the “Investor”).
MERGER AGREEMENTMerger Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2007, by and among Shea Development Corp., a Nevada corporation (“Parent”) and its wholly owned subsidiary, Shea Development Acquisition Corp., a Nevada corporation (“Merger Sub”), Information Intellect Inc., a Georgia corporation (the “Company”) and all holders of the outstanding capital stock of the Company, listed on Schedule 1 hereto. Holders of capital stock are collectively referred to herein as the “Company Shareholders,” and individually as a “Company Shareholder.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.
WAIVER AGREEMENTWaiver Agreement • April 24th, 2008 • Riptide Worldwide, Inc. • Services-prepackaged software • New York
This Waiver Agreement (this “Agreement”), is made and entered into as of April 18, 2008, by and among Riptide Worldwide, Inc. (formerly Shea Development Corp.), a Nevada corporation (the “Company”), CAMOFI MASTER LDC, a Cayman Islands limited duration company (“CAMOFI”), and CAMHZN Master LDC, a Cayman Islands limited duration company (“CAMHZN”), (CAMOFI and CAMHZN are collectively referred to as the “Holders”).
ASSET PURCHASE AGREEMENT (Acufile and IntelliPlant Software) by and between SHEA DEVELOPMENT CORP. and INFORMATION INTELLECT, INC., As Seller, and POWERPLAN CONSULTANTS, INC., As Buyer Dated as of August 14, 2007Asset Purchase Agreement • August 23rd, 2007 • Shea Development Corp. • Services-prepackaged software • Georgia
This Asset Purchase Agreement for Acufile and IntelliPlant Software and related assets (this “Agreement”) is made and entered into as of this 14th day of August, 2007, by and between Shea Development Corp., a Nevada corporation having its principal place of business at 1351 Dividend Drive, Suite G, Marietta, GA 30067 (“Shea”) and Information Intellect, Inc., a Georgia corporation also having its principal place of business at 1351 Dividend Drive, Suite G, Marietta, GA 30067 (the “Company”) (Shea and Information Intellect being hereinafter sometimes collectively referred to as “Seller”), and PowerPlan Consultants, Inc., a Delaware corporation, having its principal place of business at 1600 Parkwood Circle, Suite 600, Atlanta, Georgia 30339 (“Buyer”) (Seller and Buyer are hereinafter referred to individually as a “Party” or collectively as the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.
SENIOR MANAGEMENT EMPLOYMENT AGREEMENTSenior Management Employment Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • Florida
This SENIOR MANAGEMENT EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2007 by and between Bravera, Inc., a Florida corporation (the “Company”), and Christopher Watson, an employee of the Company (“Employee”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • March 24th, 2008 • Riptide Worldwide, Inc. • Services-prepackaged software • Texas
WHEREAS, the Licensor owns certain assets used in connection with the operation of a business that engineers, manufactures, installs and services automatic meter reading equipment and software and is operated under the names of MeterMesh, Energy Technology Group, and other trade names (the “Business”);
ContractSecurities Purchase Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • New York
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE “1933 ACT”). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT (“PURCHASE AGREEMENT”), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 8th, 2007 • Shea Development Corp. • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 21st day of February, 2007 by and among SHEA DEVELOPMENT CORP., a corporation organized and existing under the laws of the State of Nevada (“SDC” or the “Company”), and PREMIER RENN US EMERGING GROWTH FUND LIMITED, AUSTIN LEWIS/LEWIS ASSET MGT., SAAMA TECHNOLOGIES, INC., Liberty Company Financial, LLC and Lerota, LLC, and such other parties as may later become parties to this Agreement (hereinafter collectively referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.
ContractShea Development Corp. • July 20th, 2007 • Services-prepackaged software • New York
THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
SUBSIDIARY GUARANTEE, dated as of July 11, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (collectively, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Shea Development Corp., a Nevada corporation (the “Company”) and the Purchaser (the “Purchase Agreement”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2008 • Riptide Worldwide, Inc. • Services-prepackaged software
This “First Amendment” to Agreement and Plan of Merger dated as of January 11, 2008 amends the Agreement and Plan of Merger dated as of November 7, 2007 (“Agreement”) by and among Shea Development Corp. (now Riptide Worldwide, Inc.), a Nevada corporation (“Parent”), Shea Development Acquisition No. 4 Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”), CRI Advantage, Inc., an Idaho corporation (the “Company”), and holders of the all of the outstanding capital stock of the Company as listed on Schedule 1 hereto (“Certain Company Shareholders”). Holders of capital stock of the Company are collectively referred to herein as the “Company Shareholders,” and individually as a “Company Shareholder”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 of the Agreement.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 20th, 2007 • Shea Development Corp. • Services-prepackaged software • New York
This Agreement is dated as of the 12th day of July, 2007 among Shea Development Corp., a Nevada corporation (the “Company”), the Investors listed on Schedule A (the “Investors”) and Dunnington, Bartholow & Miller LLP (the “Escrow Agent”):
