NON-QUALIFIED STOCK OPTION AGREEMENT CAMPUSU, INC.Non-Qualified Stock Option Agreement • June 26th, 2007 • CampusU • Virginia
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.0001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2007 Equity Incentive Plan (the “Plan”);
INCENTIVE STOCK OPTION AGREEMENT CAMPUSU, INC.Incentive Stock Option Agreement • June 26th, 2007 • CampusU • Virginia
AGREEMENT made as of the ___ day of _______ 200_, between CampusU, Inc. (the “Company”), a Delaware corporation, and ____________ of ____________, an employee of the Company (the “Employee”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...CampusU • October 30th, 2007 • Retail-miscellaneous retail • New Jersey
This REPRESENTATIVE’S WARRANT (this “Warrant”) of CampusU, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of ________________________, 2007 (the “Underwriting Agreement”), by and between the Company and Maxim Group LLC, the representative of the underwriters named therein (the “Representative”) relating to a firm commitment public offering (the “Offering”) of [ ] shares of common stock, $0.00041 par value per share, of the Company (the “Common Stock”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.
RESTRICTED STOCK AGREEMENT CAMPUSU, INC.Restricted Stock Agreement • June 26th, 2007 • CampusU • Virginia
AGREEMENT made as of the _______ day of ___________________, 200__ (the “Grant Date”), between CampusU, Inc. (the “Company”), a Delaware corporation, and ________________________ (the “Participant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 26th, 2007 • CampusU • New York
This Subscription Agreement dated as of May 3, 2007 (the “Agreement”) is entered into by and among CampusTech, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A hereto (the “Purchasers”).
AMENDMENT TO SUBSCRIPTION AGREEMENT CAMPUSU, INC. (formerly known as CampusTech, Inc.) Offering of Units Consisting of Series A Convertible Preferred Stock and Warrants for Common StockSubscription Agreement • November 14th, 2007 • CampusU • Retail-miscellaneous retail • New York
Reference is made to the Subscription Agreement (the “Original Agreement”) by and between CampusU, Inc., formerly known as CampusTech, Inc. (the “Company”), and the undersigned (the “Purchaser”). Unless otherwise defined herein, all capitalized terms will have the meaning set forth in the Original Agreement.
ContractCampusU • August 10th, 2007 • Retail-miscellaneous retail • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
CAMPUSU, INC.CampusU • November 5th, 2007 • Retail-miscellaneous retail
In consideration of Drax Holdings, L.P. (“Drax”) executing, on the date hereof, a Lock-Up Agreement, in the form attached hereto as Exhibit A, with respect to 275,328 shares of common stock (the “Common Stock”) of CampusU, Inc. (the “Company”) owned by Drax as of the date hereof, the Company hereby agrees to purchase 250,000 shares of the Common Stock owned by Drax at a price of $4.50 per share (the “Purchase Price”) by no later than the date on which the Company consummates the initial public offering of its Common Stock (the “IPO”) using a portion of the proceeds of such IPO. The Purchase Price is based on the number of shares of Common Stock owned by Drax prior to giving effect to the Company’s proposed one-for-4.1 reverse stock split which, for the sake of clarity, is 2,153,845 shares of Common Stock.
ContractCampusU • August 10th, 2007 • Retail-miscellaneous retail • Delaware
THIS WARRANT IS A CONTINGENT OBLIGATION OF THE COMPANY AND THE COMPANY HAS NO OBLIGATION TO THE HOLDER HEREUNDER, AND THE HOLDER HAS NO RIGHTS OR PRIVILEGES HEREUNDER, UNLESS THE COMPANY FAILS TO CONSUMMATE AN INITIAL PUBLIC OFFERING (AS DEFINED BELOW) ON OR BEFORE OCTOBER __, 2007.
CAMPUSTECH, INC. Senior Convertible DebentureCampusU • June 26th, 2007 • New YorkTHIS DEBTENTURE is one of a duly authorized issue (the “Series”) of senior convertible debentures of CampusTech, Inc., a Delaware corporation (the “Company”) and has been issued to the Holder (as defined below) in connection with the private placement of debentures and warrants offered by the Company.
LEASE AGREEMENT BETWEEN Park Centre I, LLC as Landlord AND Campus Tech, Inc. as TenantLease Agreement • October 5th, 2007 • CampusU • Retail-miscellaneous retail • Virginia
THIS LEASE is made and entered into as of this 10TH day of _September 2007, by and between PARK CENTRE I, LLC (herein called "Landlord"), and Campus Tech, Inc (herein called "Tenant"). W I T N E S S E T H:
ContractCampusU • June 26th, 2007
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE 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.
Shares of Common Stock CAMPUSU, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2007 • CampusU • Retail-miscellaneous retail • New York
ContractCampusU • June 26th, 2007
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE 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.
