EXHIBIT 10.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 15th, 2002 • Statmon Technologies Corp • Drilling oil & gas wells • Nevada
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT made as of October 12, 2001, by and between Statmon Technologies Corp., a Delaware corporation (the "Company") and Thieme Securities, Inc., a New York Corporation ("TSI")....Registration Rights Agreement • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • New York
COMMON STOCK PURCHASE WARRANT STATMON TECHNOLOGIES CORP.Statmon Technologies Corp • March 7th, 2008 • Drilling oil & gas wells
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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statmon Technologies Corp., a Nevada 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).
Exhibit 4.5 THIS WARRANT AS WELL AS THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,...Statmon Technologies Corp • September 14th, 2004 • Drilling oil & gas wells • New York
ARTICLE 1 SUMMARY OF BASIC TERMSLease • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2008 • Statmon Technologies Corp • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2008 between Statmon Technologies Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 5, 2010Statmon Technologies Corp • March 7th, 2008 • Drilling oil & gas wells • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Statmon Technologies Corp., a Nevada corporation, (the “Company”), having its principal place of business at 3000 Lakeside Drive, Suite 300 South, Bannockburn, IL 60015, designated as its Original Issue Discount Senior Secured Convertible Debenture due March 5, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • March 7th, 2008 • Statmon Technologies Corp • Drilling oil & gas wells • New York
This SECURITY AGREEMENT, dated as of March 5, 2008 (this “Agreement”), is among Statmon Technologies Corp., a Nevada 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 Original Issue Discount Senior Secured Convertible Debentures due March 5, 2010 and issued on March 5, 2008 in the original aggregate subscription amount of $1,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of September 17, 2000, between Statmon Technologies Corp. (a Delaware Corporation ("STC" or the "Company") and Geoffrey Talbot, of Los Angeles,...Employment Agreement • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • California
by and amongAgreement and Plan of Reorganization • May 31st, 2002 • Viable Resources Inc • Drilling oil & gas wells • Nevada
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 7th, 2008 • Statmon Technologies Corp • Drilling oil & gas wells • New York
SUBSIDIARY GUARANTEE, dated as of March 5, 2008 (this “Guarantee”), 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 (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Statmon Technologies Corp., a Nevada corporation (the “Company”) and the Purchasers.
ARTICLE IShare Purchase Agreement • May 31st, 2002 • Viable Resources Inc • Drilling oil & gas wells • Nevada
ARTICLE IShare Purchase Agreement • May 31st, 2002 • Viable Resources Inc • Drilling oil & gas wells • Nevada
ADDITIONAL INVESTMENT RIGHT STATMON TECHNOLOGIES CORP.Statmon Technologies Corp • March 7th, 2008 • Drilling oil & gas wells
THIS ADDITIONAL INVESTMENT RIGHT (the “AIR”) 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 270th day from the date of the Purchase Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statmon Technologies Corp., a Nevada corporation (the “Company”), up to $_____________ principal amount of Original Issue Discount Senior Secured Convertible Debentures (the “AIR Debenture”) and warrants to purchase shares of Common Stock of the Company as described herein at an exercise price of $1.20 per share (the “AIR Warrant Exercise Price”) (subject to adjustment hereunder and thereunder) (the “AIR Warrant”). Subject to the terms and conditions hereof, upon the purchase hereunder of an AIR Debenture, the Holder shall
RECITALSPromissory Note Extension Agreement • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • California
Exhibit 4.6 Form of $1.00 Warrant THIS WARRANT AS WELL AS THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED,...Statmon Technologies Corp • September 14th, 2004 • Drilling oil & gas wells • New York
WARRANT TO PURCHASE ____________ SHARES OF THE COMMON STOCK OF STATMON TECHNOLOGIES CORP.Statmon Technologies Corp • July 14th, 2006 • Drilling oil & gas wells • New York
This is to certify that, FOR VALUE RECEIVED, ___________ (The “Holder”) is entitled to purchase, subject to the provisions of this Warrant, from STATMON TECHNOLOGIES CORP., a Nevada corporation (the “Company”), ______________ shares of the common stock of the Company, $.01 par value (the “Common Stock”), at a price of one dollar and twenty-five cents ($1.25) per share at any time or from time to time from the date hereof until 5:00 P.M., New York City Time on the Termination Date. The number of shares to be received upon the exercise of this Warrant and the price to be paid for each such share shall be adjusted from time to time as hereinafter set forth. The shares deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price of this Warrant as in effect at any time as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.”
RECITALSNote Purchase and Shareholder Rights Agreement • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • California
NON-EXCLUSIVE RESELLER AGREEMENTNon-Exclusive Reseller Agreement • July 14th, 2006 • Statmon Technologies Corp • Drilling oil & gas wells • California
This Non-Exclusive Reseller Agreement for purchase and sale of remote monitoring products (hereinafter this “Agreement”) is made effective as of this 26 day of May 2006 (“Effective Date”) by and between Harris Corporation, a Delaware corporation, operating through its Broadcast Communications Division with offices located at 4393 Digital Way, Mason, Ohio 45040 (hereinafter “Harris”), and Statmon Technologies Corp., a Nevada corporation, with offices located at 345 N. Maple Drive, Suite 120, Beverly Hills, CA 90210 (hereinafter “Statmon”).
OPERATING AND PROTOCOL AGREEMENT OF STATMON - EBI SOLUTIONS, LLCOperating and Protocol Agreement • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • California
PROMISSORY NOTEStatmon Technologies Corp • July 14th, 2006 • Drilling oil & gas wells • California
FOR VALUE RECEIVED, the undersigned (“Maker”), promises to pay to the order of _______________________________________, his successors and assignees (“Payee”), at or at such other place as Payee may from time to time designate, in lawful money of the United States of America, the principal sum of _____________________, or such lesser amount that may be outstanding pursuant to the terms of this Promissory Note (the “Note”), together with interest on the unpaid principal balance hereof from time to time outstanding, until maturity as provided below.
PURCHASE AGREEMENT AND DEBENTURE AMENDMENT AGREEMENTPurchase Agreement and Debenture Amendment Agreement • April 16th, 2010 • Statmon Technologies Corp • Drilling oil & gas wells • New York
This PURCHASE AGREEMENT AND DEBENTURE AMENDMENT AGREEMENT (the “Agreement”), dated as of April 15, 2010, is between Statmon Technologies Corp., a Nevada corporation (the “Company”), with its principal place of business at 3000 Lakeside Drive, Suite 300 South, Bannockburn, Illinois 60015, Gemini Master Fund, Ltd. (“Gemini”), Harborview Master Fund LP (“Harborview”) and Monarch Capital Fund Ltd. (“Monarch” and, collectively with Gemini and Harborview, “Purchasers”).
STATMON TECHNOLOGIES CORP. EXCHANGE AGREEMENT (Exchange of Notes for Common Stock)Exchange Agreement • February 22nd, 2008 • Statmon Technologies Corp • Drilling oil & gas wells • Nevada
The undersigned (the “Subscriber”) is the holder of a promissory note (the “Note”) issued to the Subscriber by STATMON TECHNOLOGIES CORP., a Nevada corporation (the “Company”), in connection with a loan made by the Subscriber to the Company. Subscriber subscribes to shares of common stock of the Company (the “Shares”) at the rate of $1.00 per Share. Hereby agrees to exchange the principal amount of his Note and accrued interest thereon for Shares through this Exchange Agreement, as provided herein. The Shares issuable upon the exchange of the Note are referred to in this Agreement as the “Underlying Securities.”
HARBORVIEW CAPITAL MANAGEMENT, LLC New York, NY 10022 Tel: (646) 218-1400Statmon Technologies Corp • April 16th, 2010 • Drilling oil & gas wells • Illinois
This letter confirms our understanding that Harborview Capital Management, LLC (“HCM”) has been engaged to act as a non-exclusive financial advisor and consultant in connection with strategic planning and a capital raise (“Private Placement”) to meet current and ongoing capital needs of Statmon Technologies Corp. (“the Company”). HCM in this capacity will work with management and review and advise the Company on strategic issues as reasonably requested by the Company and help identify funding opportunities for a period of twelve months (the “Term”) from the date of this Agreement. Upon the Company’s acceptance, this letter agreement (“Agreement”) will confirm the terms of the engagement agreed to between HCM and the Company on the terms set forth herein. The terms of HCM’s engagement are as follows:
Exhibit 10.7 AMENDMENT ONE TO AGREEMENT FOR PURCHASE & SALE OF REMOTE MONITORING PRODUCTS This Amendment for Purchase & Sale of Remote Monitoring Products (hereinafter this "Amendment") is made effective as of this 16th day of January 2004 ("Effective...Statmon Technologies Corp • September 14th, 2004 • Drilling oil & gas wells • California
RECITALSSecurity Interest Subordination and Subrogation Agreement • September 14th, 2004 • Statmon Technologies Corp • Drilling oil & gas wells • California
