Aprecia Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2006 • Aprecia Inc

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2006, among Aprecia Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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7% CONVERTIBLE DEBENTURE DUE MARCH 10, 2008
Aprecia Inc • December 27th, 2006 • Services-prepackaged software • New York

THIS 7% CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued 7% Convertible Debentures of Aprecia Inc., a Delaware corporation, having a principal place of business at c/o 1065 Avenue of Americas, New York, NY 10018, Fax: (212) 930-9725 (the “Company”), designated as its 7% Convertible Debenture, due March 10, 2008 (the “Debenture(s)”).

CLASS A COMMON STOCK PURCHASE WARRANT
Aprecia Inc • May 30th, 2007 • Services-prepackaged software • New York

APRECIA, INC., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, _____________________________, ________________________________________________________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Expiration Date”), up to __________ fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.18. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 30th, 2007 • Aprecia Inc • Services-prepackaged software • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May ___, 2007, by and among Aprecia, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2006 • Aprecia Inc • Services-prepackaged software

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2006, among Aprecia Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2006 • Aprecia Inc • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2006 among Aprecia 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”).

SECURITY AGREEMENT
Security Agreement • December 27th, 2006 • Aprecia Inc • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 27th, 2006 • Aprecia Inc • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2006 among Aprecia 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”).

COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • December 27th, 2006 • Aprecia Inc • Services-prepackaged software • New York

COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of March 10, 2006, among Michael Hartstein (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible debentures issued or to be issued by Aprecia Inc. (“Parent”), a Delaware corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Debenture").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 27th, 2006 • Aprecia Inc • Services-prepackaged software • New York

AGREEMENT, dated as of March 6, 2006 among Isidore Sobkowski, a resident of Connecticut ("Seller"), and Aprecia, Inc., a Delaware corporation with offices at 1177 High Ridge Road, Stamford, CT 06905 (the "Purchaser").

SHAREHOLDER VOTING AGREEMENT
Shareholder Voting Agreement • December 27th, 2006 • Aprecia Inc • Services-prepackaged software • New York

This Agreement is made between Michael Hartstein (“Hartstein”), Solomon Lax (“Lax”) and Isidore Sobkowski (“Sobkowski”) (collectively, Hartstein, Lax and Sobkowski referred to herein as the "Shareholders") dated March 6, 2006.

SECURED NOTE
Aprecia Inc • May 30th, 2007 • Services-prepackaged software • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

CONSENT AGREEMENT
Consent Agreement • May 30th, 2007 • Aprecia Inc • Services-prepackaged software

Consent Agreement made this ___ day of May,, 2007 (“Consent”) among Aprecia Inc, a Delaware corporation (the “Company”), and the signators hereto some of whom are Subscribers under a certain Securities Purchase Agreement (“Securities Purchase Agreement”) with the Company dated March 10, 2006 (“Prior Subscribers”) and the New Subscribers (as defined below) who are signators hereto.

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