REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2007, between MSTI Holdings, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT MSTI HOLDINGS, INC.Fitness Xpress Software Inc. • May 29th, 2007 • 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 the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MSTI Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2007 between MSTI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
8% SECURED CONVERTIBLE DEBENTURE DUE APRIL 30, 2010Fitness Xpress Software Inc. • May 29th, 2007 • Services-prepackaged software • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of MSTI Holdings, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 259-263 Goffle Road, Hawthorne, New Jersey, designated as its 8% Secured Convertible Debenture due April 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of May __, 2007 (this “Agreement”), is among MSTI Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Debentures due April ___, 2010 and issued on May ___, 2007 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
MSTI HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • Delaware
This Director and Officer Indemnification Agreement, dated as of May ___, 2007 (this “Agreement”), is made by and between MSTI Holding, Inc., a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).
MSTI HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20__ (the “Grant Date”), is between MSTI Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director and/or consultant] of the Company or of a “Related Corporation,” as defined in the MSTI Holdings, Inc. 2007 Equity Compensation Plan (the “Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 30th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2007, is made by and between MSTI Holdings, Inc., a Delaware corporation (“Seller”), and Ron Bell, an individual (“Buyer”).
MSTI HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20 (the “Grant Date”), is between MSTI Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a “Related Corporation,” as defined in the MSTI Holdings, Inc. 2007 Equity Compensation Plan (the “Plan”).
EXHIBIT C MICROWAVE SATELLITE TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software
EXHIBIT A SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • Delaware
SUBSCRIPTION AGREEMENT made as of this ___ day of ___________, 2007, between Microwave Satellite Technologies, Inc., a Delaware corporation (the “Company”), with offices at 259-263 Goffle Road, Hawthorne, New Jersey, 07506, and the undersigned (the “Subscriber”). The term “Company,” as used herein, is defined as set forth in the PPM (as defined below).
AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • May 30th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • New Jersey
AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 24, 2007, by and among MSTI Holdings, Inc., a Delaware corporation (“Holdings”), Microwave Satellite Technologies, Inc., a New Jersey corporation and a wholly owned subsidiary of Holdings (“MST”), and Frank T. Matarazzo (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New Jersey
THIS AGREEMENT is by and between MICROWAVE SATELLITE TECHNOLOGIES, INC., a New Jersey corporation with corporate offices located in Hawthorne, New Jersey (“MST”) and FRANK T. MATARAZZO (“Executive”).
Re: Securities Purchase Agreement, dated as of May __, 2007 (the “Purchase Agreement”), between MSTI Holdings, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Letter Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
MSTI Holdings, Inc. Hawthorne, New Jersey 07506 May 23, 2008Letter Agreement • June 2nd, 2008 • MSTI Holdings, Inc. • Cable & other pay television services • New York
Reference is hereby made to that certain Securities Purchase Agreement, dated as of May 25, 2007 (the “Purchase Agreement”), by and among MSTI Holdings, Inc., a Delaware corporation (the “Company”), and each entity identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
OCTOBER 2008 LETTER AGREEMENT WITH DEBENTURE HOLDERS MSTI Holdings, Inc. Hawthorne, New Jersey 07506Letter Agreement • October 22nd, 2008 • MSTI Holdings, Inc. • Cable & other pay television services • New York
Reference is hereby made to that certain Securities Purchase Agreement, dated as of May 25, 2007 (the “Purchase Agreement”), as supplemented by letter agreements dated January 30, 2008, February 11, 2008 and May 23, 2008, by and among MSTI Holdings, Inc., a Delaware corporation (the “Company”), and each entity identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
MSTI Holdings, Inc. Hawthorne, New Jersey 07506 February 12, 2008MSTI Holdings, Inc. • April 1st, 2008 • Cable & other pay television services • New York
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among FITNESS XPRESS SOFTWARE, INC. MICROWAVE ACQUISITION CORP. and MICROWAVE SATELLITE TECHNOLOGIES, INC. May 22, 2007Agreement of Merger And • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on May 22, 2007, by and among FITNESS XPRESS SOFTWARE, INC., a Delaware corporation (“Parent”), MICROWAVE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and MICROWAVE SATELLITE TECHNOLOGIES, INC., a New Jersey corporation (the “Company”).
ADDENDUM TO SUBSCRIPTION AGREEMENTAddendum to Subscription Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software
Reference is made to each of those Subscription Agreements, dated as of May __, 2007, between MSTI Holdings, Inc., a Delaware corporation (the “Company”) and each of the subscribers (the “Subscribers”) for Units (as defined in the Company’s Confidential Private Placement Memorandum (the “PPM”) dated May 7, 2007, as supplemented to date) (the “Subscription Agreements”). The Company hereby provides the following Addendum (this “Addendum”) to the Subscription Agreements for the benefit of each Subscriber. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Subscription Agreements or the PPM.
Partnership of:Fitness Xpress Software Inc. • October 4th, 2006 • Services-prepackaged software
MSTI Holdings, Inc. Hawthorne, New Jersey 07506 January 11, 2008MSTI Holdings, Inc. • January 31st, 2008 • Cable & other pay television services • New York
Reference is hereby made to that certain Securities Purchase Agreement, dated as of May 24, 2007 (the “Purchase Agreement”), by and among MSTI Holdings, Inc., a Delaware corporation (the “Company”) and each entity identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used in this letter agreement and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • May 30th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 24, 2007, by Fitness Xpress Software, Inc., a Delaware corporation (“Assignor”), and FXS Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
LOCK-UP AGREEMENTLock-Up Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software
The undersigned is a director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Microwave Satellite Technologies, Inc., a New Jersey corporation (the “Company”). The undersigned understands that the Company will merge with a wholly-owned subsidiary of a publicly traded company (the “Parent”), concurrently with a private placement by the Parent of up to 156 units (the “Units”) of the Parent, each Unit consisting of 46,620 shares of common stock, par value $0.001 per share, of the Parent and a detachable transferable warrant to purchase 23,310 shares of common stock of the Parent at an exercise price of $1.00 per share (the “Funding Transaction”). The undersigned also understands that WFG Investments, Inc., Ardent Advisors and Palladium Capital Advisors, LLC have acted as placement agents with respect to the Funding Transaction (the “Placement Agents”). The
GRANITE FINANCIAL GROUP, LLC 12220 El Camino Real, Suite 400 San Diego, California 92130 [Fax No. ]Letter Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New York
This letter agreement (the “Agreement”) confirms our understanding with respect to the engagement by Microwave Satellite Technologies, Inc. (the “Company”) of Granite Financial Group, LLC (“Granite”) as placement agent in connection with the sale of up to $12.5 million of equity or equity-linked securities on a best efforts basis through a private placement or similar unregistered transaction on terms that have been or will be determined by the Company and its advisors as set forth in the Company’s Confidential Private Placement Memorandum dated May 7, 2007, as may be revised by the Company from time to time (the “Transaction”) to investors (the “Investors”). For purposes hereof, the term “Transaction” also includes a convertible loan or other type of investment convertible into or exchangeable for or otherwise linked to the equity of the Company. The term of the Agreement (the “Term”) shall be for a period of twelve (12) months from the date hereof or until earlier terminated by eithe
MSTI Holdings, Inc. Hawthorne, New Jersey 07506 January 31, 2008Registration Rights Agreement • February 12th, 2008 • MSTI Holdings, Inc. • Cable & other pay television services • New York
ACCESS AGREEMENTAccess Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software
AGREEMENT made this …. day of June, 2006 between Microwave Satellite Technologies, Inc. having its principal office at 259-263 Goffle Road, Hawthorne, NJ 07506 hereinafter referred to as the “Owner/Manager”, Cablevision of Oakland, LLC (“Cablevision”) with offices at 1111 Stewart Avenue, Bethpage, NY 11714 and Cablevision Lightpath-NJ, Inc. (“Lightpath”) with offices at 111 New South Road, Hicksville, NY 11801 (hereinafter collectively referred to as the “Company”) to install broadband communications and other telecommunication services and systems) (“Services”) (including but not limited to a business telephony system) for the purpose of providing Services to the occupants of the building located at 259-263 Goffle Road, Hawthorne, NJ 07506 (hereinafter referred to as the “Premises”).
ESCROW AGREEMENTEscrow Agreement • July 24th, 2007 • MSTI Holdings, Inc. • Cable & other pay television services • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of July, 2007 by and among U.S. Bank National Association (the “Escrow Agent”), Microwave Satellite Technologies, Inc., (the “Purchaser”), and Newport Telecommunications Co. (the “Seller”). The Seller, the Purchaser and the Escrow Agent may be individually referred to herein as a “Party” and collectively as the “Parties”.
MSTI Holdings, Inc.MSTI Holdings, Inc. • September 24th, 2007 • Cable & other pay television services
Reference is made to that certain Registration Rights Agreement dated May 24, 2007 (the “Agreement”), as supplemented by the addendum thereto, dated as of May 24, 2007 (the “Addendum”), by and among MSTI Holdings, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages thereto (each, including its successors and assigns, a “Investor” and, collectively, the “Investors”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
Partnership of: [DALE MATHESON Robert J Burkart, Inc. James F Carr-Hilton, Ltd. [CARR-HILTON LABONTE Alvin F Dale, Ltd. Peter J Donaldson, Inc. -------------------- Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Robert J Matheson, Inc. Rakesh I....Fitness Xpress Software Inc. • August 14th, 2006
ADDENDUM TO REGISTRATION RIGHTS AGREEMENTAddendum to Registration Rights Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software
The Company hereby covenants and agrees that notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Registration Rights Agreement shall be, without any further action by the Purchasers or the Company, amended such that the Purchasers shall receive the benefit of any more favorable terms contained in that certain Registration Rights Agreement, dated as of May __, 2007, by and among the Company and the purchasers of the Company’s 8% Secured Convertible Debentures due April 30, 2010, provided the Purchasers shall also agree to any further terms or conditions of such more favorable terms as a condition thereof. For the absence of doubt, the Registration Rights Agreement shall provide the following further terms and provisions:
PROGRAM SERVICE AGREEMENTProgram Service Agreement • June 7th, 2007 • MSTI Holdings, Inc. • Services-prepackaged software • New York
THIS SERVICE AGREEMENT (hereinafter, “Agreement”), made this 23rd day of May 2007, between CSI Digital, Inc., an Oregon corporation incorporated under the laws of the State of Oregon with offices at 921 SW Washington, Suite 716, Portland, OR 97205 (“CSI Digital”), and Microwave Satellite Technologies, Inc. (MST) a New Jersey corporation with offices at 259-263 Goffle Road, Hawthorne, NJ 07506 (“Customer”). CSI Digital and Customer shall each be referred to herein individually as a “Party” and collectively as the “Parties.”
ContractAsset Purchase Agreement • July 24th, 2007 • MSTI Holdings, Inc. • Cable & other pay television services • New Jersey
THIS ASSET PURCHASE AGREEMENT, dated as of July 16, 2007 (this “Agreement”), is by and among Microwave Satellite Technologies, Inc., a New Jersey corporation, with an address at 259-263 Goffle Road, Hawthorne, NJ 07506 (“Purchaser”), Newport Telecommunications Co., a New Jersey general partnership, with an address at 100 Town Square Place, Jersey City, New Jersey 07310 (“Seller”) and, with respect to Section 6 of this Agreement, Telkonet, Inc., a Delaware corporation, with an address at 2034 Seneca Meadows Parkway, Germantown, Maryland 20876-7004 (“Telkonet”).
WFG INVESTMENTS INC. 12221 Merit Drive, Suite 300 Dallas, Texas 75251 [Fax No. ]Letter Agreement • May 29th, 2007 • Fitness Xpress Software Inc. • Services-prepackaged software • New York
This letter agreement (the “Agreement”) confirms our understanding with respect to the engagement by Microwave Satellite Technologies, Inc. (the “Company”) of WFG Investments Inc., (“WFG”) as placement agent in connection with the sale of up to $12.5 million of equity or equity-linked securities on a best efforts basis through a private placement or similar unregistered transaction on terms that have been or will be determined by the Company and its advisors as set forth in the Company’s Confidential Private Placement Memorandum dated May 7, 2007, as may be revised by the Company from time to time (the “Transaction”) to investors (the “Investors”). For purposes hereof, the term “Transaction” also includes a convertible loan or other type of investment convertible into or exchangeable for or otherwise linked to the equity of the Company. The term of the Agreement (the “Term”) shall be for a period of twelve (12) months from the date hereof or until earlier terminated by either party as
Manufacturer/Dealer AgreementManufacturer / Dealer Agreement • August 14th, 2006 • Fitness Xpress Software Inc. • British Columbia
TELECOMMUNICATIONS SPACE LICENSEFitness Xpress Software Inc. • May 29th, 2007 • Services-prepackaged software
In consideration of the mutual agreements in this Agreement, RUDIN MANAGEMENT COMPANY, INC., as agent for 32 SIXTH AVENUE COMPANY LLC, a Delaware limited liability company, located at 345 Park Avenue, New York, New York 10154, (“Licensor”) grants to the stated Licensee, subject to the terms of this Agreement, a limited, revocable, nonexclusive license (the “License”) as follows:
