COMMON STOCK PURCHASE WARRANT To Purchase 750,000 Shares of Common Stock of Amerex Companies, Inc.Airguide, Inc. • January 17th, 2007 • Refuse systems
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMOFI Master LDC (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 August 31, 2011, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amerex Companies, Inc., an Oklahoma corporation (the “Company”), 750,000 shares (the “Warrant Shares”) of Common Stock, $0.01 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).
SECURITY AGREEMENTSecurity Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENT, dated as of November 21, 2005 (this “Agreement”), among Amerex Companies, Inc., an Oklahoma 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 10% Senior Secured Convertible Notes due November 21, 2007 in the original aggregate principal amount of $6,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CDXX.COM INCORPORATEDAgreement and Plan of Merger • February 26th, 2001 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • District of Columbia
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
SUBSIDIARY GUARANTEE, dated as of November 21, 2005, 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 Amerex Companies, Inc., an Oklahoma corporation (the “Company”) and the Purchasers.
AGREEMENT BETWEEN STANDARD REGISTRAR & TRANSFER COMPANY, INC. AND CDX.COM, INC.Agreement • February 20th, 2001 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
RECITALSPurchase Contract • December 6th, 2000 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 21, 2005, between Amerex Companies, Inc., an Oklahoma corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 5th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
WHEREAS, Seller is the owner and holder of an aggregate of one thousand (1,000) restricted shares of Airguide, Inc. (“Airguide”) common stock represented by Certificate Numbered 001 (hereinafter referred to as the “Stock”); and
AGREEMENTAgreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems
THIS AGREEMENT, effective August 2, 2007, is by and between Ron Brewer (“Brewer”), residing at 4012 W. Utica, Broken Arrow, OK 74011 (hereinafter the “Executive” or “Brewer”) and AMEREX GROUP, INC. with offices at 1105 N. Peoria Avenue, Tulsa, OK 74106, on behalf of itself and its officers, directors, shareholders, Executives, agents and affiliates, predecessor, successor, parent, subsidiary, and other related companies, and each of them jointly and severally (hereinafter singularly and collectively referred to as the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2006 • Airguide, Inc. • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2005 between Amerex Companies, Inc., an Oklahoma corporation whose principal place of business is located at 406 South Boulder, Suite 820, Tulsa, OK (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including its successors and assigns, the “Purchaser(s)”).
SHARE EXCHANGE AGREEMENT dated and effective as of July 5, 2006 by and among AIRGUIDE, INC. (FORMERLY, CDX.COM, INC.), JAMES B. FRACK, an individual and principal stockholder of Airguide, Inc. AMEREX COMPANIES, INC., and THE STOCKHOLDERS OF AMEREX...Share Exchange Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • Oklahoma
PLEDGE AGREEMENTPledge Agreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems • New York
PLEDGE AGREEMENT dated as of August 14, 2007 between RONALD BREWER and RICHARD COODY (the “Pledgors”) and PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. (the “Pledgee”).
FORM OF WARRANTAirguide, Inc. • November 16th, 2006 • Refuse systems • Oklahoma
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
SECURED PROMISSORY NOTEAmerex Group, Inc. • August 16th, 2007 • Refuse systems • New York
FOR VALUE RECEIVED, the undersigned, AMEREX GROUP, INC., a Delaware corporation (the “Borrower”), does hereby promise to pay to the order of PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. (“Holder”), or its assigns, at 1400 Old Country Road, Suite 206, Westbury, New York 11590, the aggregate principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) on February 10, 2008 (the “Maturity Date”). The Borrower acknowledges that upon funding the Lender shall deduct from the proceeds of this Note prepaid interest in the amount of $90,000 and legal fees and expenses incurred by the Lender in an amount not to exceed $25,000.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems • Oklahoma
This Agreement executed August 2, 2007 constitutes that AMEREX GROUP, INC. and its related companies or subsidiaries, shall and hereby does indemnify and hold harmless Ronald Brewer (Indemnitee) against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined to be unlawful. Whether or not the indemnification provided for herein is available, in respect of any threatened, pending or completed action, suit or proceedin
AMENDED AND RESTATED 10% SENIOR SECURED CONVERTIBLE NOTE DUE NOVEMBER 21, 2007Airguide, Inc. • November 16th, 2006 • Refuse systems • New York
THIS NOTE amends and restates the original note issued on November 21, 2005. This Note is a duly authorized and issued Secured Convertible Notes of Amerex Companies, Inc., an Oklahoma corporation, having a principal place of business at 406 South Boulder, Suite 820, Tulsa, OK (the “Company”), designated as its 10% Senior Secured Convertible Notes, due November 21, 2007 (the “Note(s)”).
AGREEMENT, PLAN AND ARTICLES OF MERGER THIS AGREEMENT, PLAN AND ARTICLES OF MERGER dated January 26, 2001 by and between CDX.Com, INCORPORATED ("CDXX"), a Colorado Corporation, having its principal place of business located at 355 Interstate Boulevard...Agreement, Plan and Articles of Merger • February 26th, 2001 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
Amendment 11 • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This first amendment to the Contract for the Sale and Purchase of Business Assets, herein referred to as the “Contract” or the “Agreement” dated September 13, 2006 executed this on the 13th day of November, 2005(“Amendment 1”).
August 15, 2007Amerex Group, Inc. • August 16th, 2007 • Refuse systems • New York
Simultaneously with the execution and delivery of this letter (this “Agreement”), the undersigned, Amerex Group, Inc., a Delaware corporation (the “Borrower”), is executing and delivering to Professional Offshore Opportunity Fund, Ltd. (the “Lender”) that certain Secured Promissory Note dated the date hereof in the principal amount of $750,000 (the “Note”) to evidence the loan (the “Loan”) made by the Lender to the Borrower. The purpose of this Agreement is to reflect certain agreements regarding the 500,000 shares of common stock of the Borrower (the “Shares”) being issued to the Lender by the Borrower simultaneously herewith as further consideration for, and as further inducement to the Lender to make, the Loan.
Loan AgreementLoan Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
Loan Agreement entered into this 12`h day of August, 2005 by and between the f)CI USA, Inc., (hereinafter "MIU"), a StateNew York corporation, and AMEREX Companies, Inc. (hereinafter, an placeStateOklahoma corporation, according to the recitals, terms and conditions recited below.
AGREEMENT OF MERGER OF ANDAgreement of Merger • July 5th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • Oklahoma
THIS AGREEMENT OF MERGER (the "Agreement") dated as of July 28, 2005, is made and entered into by and between CDX.com Merger, Inc., an Oklahoma corporation ("CDX Merger"), and CDX.com, Inc., a Colorado corporation ("CDX"), which corporations are sometimes referred to herein as the "Constituent Corporations."
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems • Oklahoma
This Agreement executed August 2, 2007 constitutes that AMEREX GROUP, INC. and its related companies or subsidiaries, shall and hereby does indemnify and hold harmless Richard Coody (Indemnitee) against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined to be unlawful. Whether or not the indemnification provided for herein is available, in respect of any threatened, pending or completed action, suit or proceedin
Capitoline Advisors, Inc.Office Rental Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This document is to serve as the office space/office equipment rental agreement between AMEREX Companies, Inc. (AMEREX) as lessee and Capitoline Advisors, Inc. (CAPITOLINE) as Lessor
ESCROW AGREEMENTEscrow Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
ESCROW AGREEMENT, dated November 21, 2005, between CAMOFI Master LDC (“CAM”), Amerex Companies, Inc. (“AMEREX”) and Katten Muchin Rosenman LLP (the “Escrow Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • New York
THIS INTERCREDITOR AGREEMENT is made as of November 21, 2005 by and among CAMOFI Master LDC, a Cayman Islands limited duration company, (“CML”), and Professional Traders Fund, LLC, a New York limited liability company (“PTF”) (each of CML and PTF individually referred to as a “Lender” and collectively referred to as the “Lenders”).
LEASE AGREE]V . NT OF BUM DING FOR BUS.L SS PURPOSEIris Agreement • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • Oklahoma
day of December, 2005, between COI Properties, hereinafter referred to as Lessor, and AMEREX Companies Inc., hereinafter referred to as Lessee,
COMPENSATION AGREEMENTCompensation Agreement • May 22nd, 2008 • Amerex Group, Inc. • Refuse systems
This Compensation Agreement is dated as of May 15, 2008 between Amerex Group, Inc., an Oklahoma corporation (the “Company”), and Gregory Sichenzia (the “Consultant”).
Gentlemen: This letter shall set forth our understanding regarding the letter of intent dated as of October 19, 2000 (the "LOI") between Tampa Bay Financial, Inc. ("TBF") and CDX Corporation ("CDX"). As we discussed, CDX has not been able to fulfill...CDX Com Inc • December 6th, 2000 • Electromedical & electrotherapeutic apparatus
SULLIVAN & WORCESTER Sullivan & Worcester LLP 1290 Avenue of the Americas New York, NY 10104 T 212 660 3000 F 212 660 3001 www.sandw.comAmerex Group, Inc. • June 24th, 2008 • Refuse systems
Pursuant to the referenced Letter Agreement, we write on behalf of our client, Professional Offshore Opportunity Fund, Ltd. (the "Lender"), to demand that Amerex Group, Inc. (the "Borrower") repurchase the 500,000 shares (the "Shares") issued by Borrower to Lender in connection with the $750,000 Loan referenced in the Letter Agreement. The repurchase price is $700,000.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • August 28th, 2009 • Amerex Group, Inc. • Refuse systems • New York
THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of August, 2009, by and among Amerex Companies, Inc., an Oklahoma corporation (“Amerex”), CAMOFI Master, LDC, a Cayman Islands limited duration company (“Lender”), and WES&A Holdings, LLC, a Missouri limited liability company, as designee of Lender.
AGREEMENTAssignment and Assumption Agreement • August 28th, 2009 • Amerex Group, Inc. • Refuse systems • New York
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of August, 2009, by and among Amerex Group, Inc. (“Group”), a Delaware corporation, Amerex Companies, Inc., an Oklahoma corporation (“Amerex”), and Waste Express, Inc. (“Waste Express”) (Group, Amerex and Waste Express, collectively, the “Company”), and CAMOFI Master, LDC, a Cayman Islands limited duration company (“Lender”), and WES&A Holdings, LLC, a Missouri limited liability company, as designee of Lender.
COMPENSATION AGREEMENT BETWEEN AMEREX GROUP, INC.Compensation Agreement • May 22nd, 2008 • Amerex Group, Inc. • Refuse systems
This Compensation Agreement is dated as of May 15, 2008 between Amerex Group, Inc. an Oklahoma corporation (the “Company”), and Melissa Mahler (“Consultant”).
Amendment 11 • July 11th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus
This first amendment to the Contract for the Sale and Purchase of Business Assets, herein referred to as the “Contract” or the “Agreement” dated June 30, 2006 executed this on the 21st day of November, 2005(“Amendment 1”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 5th, 2006 • CDX Com Inc • Electromedical & electrotherapeutic apparatus • Oklahoma
AGREEMENT AND PLAN OF MERGER dated as of July 26, 2005 (the "Merger Agreement"), between CDX.com Merger, Inc., an Oklahoma corporation ("CDX.COM MERGER"), Airguide, Inc., an Oklahoma corporation ("AIRGUIDE"), and CDX.com, Inc. an Oklahoma corporation ("CDX.COM").
