SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2015 • Nac Global Technologies, Inc. • General industrial machinery & equipment • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 2014 between NAC Global Technologies, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2016, between NAC Global Technologies, Inc., a Nevada corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
RECITALS:Share Purchase Agreement • June 27th, 2003 • Anticline Uranium Inc • Mining & quarrying of nonmetallic minerals (no fuels)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2014 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 20, 2014, by and between NAC GLOBAL TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 4720 Salisbury Road, Jacksonville, FL 32256 (the “Company”), and , a corporation, with its address at (the “Buyer”).
AMENDED AND RESTATED 3% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE JANUARY 8, 2016Nac Global Technologies, Inc. • August 28th, 2015 • General industrial machinery & equipment • New York
THIS AMENDED AND RESTATED 3% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 3% Original Issue Discount Convertible Promissory Notes of NAC Global Technologies, Inc., a Nevada corporation, (the “Company”), having its principal place of business at principal place of business at 4720 Salisbury Road Jacksonville, FL 32256, designated as its Amended and Restated 3% Original Issue Discount Convertible Promissory Note due January 8, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2014 • Lipidviro Tech Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2014, between LipidViro Tech, Inc. (to be renamed NAC Global Technologies, Inc.), a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
SERIES A COMMON STOCK PURCHASE WARRANT NAC Global Technologies, Inc.Nac Global Technologies, Inc. • June 23rd, 2015 • General industrial machinery & equipment • New York
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 ___________, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the [xxxx] (xx) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NAC Global Technologies, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
COMMON STOCK PURCHASE WARRANT NAC GLOBAL TECHNOLOGIES, INC.Nac Global Technologies, Inc. • January 20th, 2015 • General industrial machinery & equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alexander Capital, L.P. or its assigns (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 January ____, 1015, the effective date of Registration Statement No. 333-200969 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NAC Global Technologies, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, 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).
ContractNac Global Technologies, Inc. • January 12th, 2015 • General industrial machinery & equipment
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
WIRE INSTRUCTIONS FOR $275,000.00 DISBURSEMENTSecurities Purchase Agreement • July 21st, 2014 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
Share Exchange Agreement, dated April 29, 2014, by and among LipidViro Tech, Inc., to be renamed NAC Global Technologies, Inc. (the "Company"), the LipidViro Tech, Inc. Principal Shareholders, NAC Harmonic Drive, Inc. ("NAC"), and the NAC Harmonic Drive, Inc. Shareholders.
EXHIBIT 10(i) MINING LEASE WITH OPTION TO PURCHASE THIS MINING LEASE MADE AND ENTERED INTO on this 10th day of August, 2001, by and between NORTH BECK JOINT VENTURE, L.L.C., a Utah limited liability company (hereinafter referred to as "Lessor") and...Anticline Uranium Inc • March 1st, 2002
ContractNac Global Technologies, Inc. • August 18th, 2016 • General industrial machinery & equipment • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR NAC GLOBAL TECHNOLOGIES, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This Subsidiary Guarantee, dated as of November 16, 2016 (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 signatories (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of November 4, 2016, by and among NAC Global Technologies, Inc., a Nevada corporation (the “Company”) and the Secured Parties.
EMPLOYMENT AGREEMENT BETWEEN NAC DRIVE SYSTEMS INC. And Vincent Genovese (Chief Executive Officer)Employment Agreement • July 21st, 2014 • Nac Global Technologies, Inc. • General industrial machinery & equipment • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 21, 2014 is entered into by and between NAC DRIVE SYSTEMS, a Delaware corporation (the “Company”), and Vincent Genovese, an individual with a physical address at 472 SHORELINE CIRCLE PONTE VEDRA BEACH, FLORIDA 32082), (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
SHARE EXCHANGE AGREEMENT BY AND AMONG LIPIDVIRO TECH, INC. AND LIPIDVIRO TECH, INC. PRINCIPAL SHAREHOLDERS AND NAC HARMONIC DRIVE, INC. AND NAC HARMONIC DRIVE, INC. SHAREHOLDERS Dated as of: April 29, 2014Share Exchange Agreement • May 5th, 2014 • Lipidviro Tech Inc • Biological products, (no disgnostic substances) • New York
NAC GLOBAL TECHNOLOGIES, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 20th, 2015 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
EMPLOYMENT AGREEMENT BETWEEN NAC DRIVE SYSTEMS INC. AND VINCENT GENOVESE (Chief Executive Officer)Employment Agreement • August 26th, 2014 • Nac Global Technologies, Inc. • General industrial machinery & equipment • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 21, 2014 is entered into by and between NAC DRIVE SYSTEMS, a Delaware corporation (the “Company”), and Vincent Genovese, an individual with a physical address at 472 SHORELINE CIRCLE PONTE VEDRA BEACH, FLORIDA 32082), (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
NAC GLOBAL TECHNOLOGIES, INC. PLACEMENT AGENCY AGREEMENTAgency Agreement • June 23rd, 2015 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2016 by and amount, NAC Global Technologies, Inc., a Nevada corporation (the “Company”), NAC Drive Systems, Inc., a Delaware corporation (“NACD”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser”).
SHARE EXCHANGE AGREEMENT BY AND AMONG LIPIDVIRO TECH, INC. AND LIPIDVIRO TECH, INC. PRINCIPAL SHAREHOLDERS AND NAC HARMONIC DRIVE, INC. AND NAC HARMONIC DRIVE, INC. SHAREHOLDERS Dated as of: April 29, 2014Share Exchange Agreement • August 26th, 2014 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This SHARE EXCHANGE AGREEMENT ("Agreement"), dated as of April 29, 2014, is made by and among LipidViro Tech, Inc., a corporation organized under the laws of Nevada (the "Acquiror"), LipidViro Tech, Inc. Principal Shareholders (collectively, the "Acquiror Principal Shareholders," and individually an "Acquiror Principal Shareholder"), NAC Harmonic Drive, Inc., a corporation organized under the laws of Delaware (the "Acquiree"), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the "Acquiree Shareholders," and individually an "Acquiree Shareholder"). Each of the Acquiror, Acquiror Principal Shareholder, Acquiree and Acquiree Shareholders are referred to herein individually as a "Party" and collectively as the "Parties".
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This SECURITY AND PLEDGE AGREEMENT, dated as of November 16, 2016 (this “Agreement”), is among NAC Global Technologies, Inc., a Nevada corporation (the “Company”), NAC Drive Systems, Inc., a Delaware corporation (“NACD”), a subsidiary of the Company, Swiss Heights Engineering S.A., a business company organized under the laws of Switzerland (“SHE”), a subsidiary of the Company, Bellelli Engineering S.p.A., a business company organized under the laws of Italy (“BES”), a subsidiary of SHE and an indirect subsidiary of the Company, Bellelli USA LLC, a Texas limited liability company (“BUSA”), a subsidiary of BE North America, Corp. and an indirect subsidiary of the Company, BE North America, Corp., a Nevada corporation, a majority owned subsidiary of BES and an indirect subsidiary of the Company (“BEN” and together with NACD, SHE, BUSA, and BES, the “Subsidiaries” and together with the Company, the “Debtors”) and the holders of 1,578,948 shares (the “NACD Common Shares”) of NACD’s common s
ARTICLE I EXCHANGE OF STOCKAgreement and Plan of Reorganization • September 9th, 2003 • Anticline Uranium Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
Amended and Restated Employment AgreementEmployment Agreement • August 18th, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of August 12, 2016 (the “Effective Date”), by and between Vincent Genovese (the “Executive”) and NAC Global Technologies, Inc., a Nevada corporation (the “Company”).
OPTION AGREEMENTOption Agreement • January 25th, 2008 • Lipidviro Tech Inc • Biological products, (no disgnostic substances) • Utah
THIS OPTION AGREEMENT (the “Agreement”), dated as of January 3, 2008, between the individuals and entities that have executed this Agreement on the signature pages hereto; LipidViro Tech, Inc, 1338 Foothill Blvd, Salt Lake City, Utah 84108, a Utah Corporation (the “Grantee”); and AcquiSci, Inc., a New Jersey corporation, 400 4th Avenue, Belmar, NJ 07719 (“the Buyer”).
WARRANTY DEEDAnticline Uranium Inc • March 1st, 2002
When recorded, please return to: North Beck Joint Venture, L.L.C. c/o John Michael Coombs, Member/Manager 2435 Scenic Drive Salt Lake City, UT 84109
COLLATERAL ASSIGNMENT OF RECEIVABLESCollateral Assignment of Receivables • November 22nd, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
THIS COLLATERAL ASSIGNMENT OF RECEIVABLES, dated as of November 16, 2016 (as the same may be from time to time further modified, amended, restated, amended and restated or supplemented, this “Agreement”), is by and among NAC Global Technologies, Inc., a Nevada corporation (the “Company”), the Company’s subsidiary NAC Drive Systems, Inc., a Delaware corporation (“NACD.”), Bellelli USA LLC, a Texas limited liability company, a subsidiary of BE North America, Corp. and an indirect subsidiary of the Company, BE North America, Corp., a Nevada corporation, a majority owned subsidiary of BES and an indirect subsidiary of the Company (“BEN” and together with NACD, BUSA and the Company the “Assignor”), and the holders of the 1,578,948 shares (the “NACD Common Shares”) of NACD’s common stock, par value $0.01 per share, signatory hereto, as secured parties, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and , as a secured party (the “Assignee”).
Form of Subscription AgreementForm of Subscription Agreement • June 23rd, 2015 • Nac Global Technologies, Inc. • General industrial machinery & equipment
This subscription (this “Subscription”) is dated June ___, 2015, by and between the investor identified on the signature page hereto (the “Investor”) and NAC Global Technologies, Inc, a Nevada corporation (the “Company”), whereby the parties agree as follows:
SECURITIES PURCHASE OPTION AGREEMENT THIS AGREEMENT is made and entered into this 18 day of April, 2005 by and between Lombard, Inc., (hereinafter referred to as "Seller") and LipidViro Tech, Inc., (hereinafter referred to as "Option Holder"); W I T N...Securities Purchase Option Agreement • May 4th, 2005 • Lipidviro Tech Inc • Biological products, (no disgnostic substances) • Utah
OPTION AGREEMENTOption Agreement • January 30th, 2008 • Lipidviro Tech Inc • Biological products, (no disgnostic substances) • Utah
THIS OPTION AGREEMENT (the “Agreement”), dated as of December 17, 2007, between the individuals and entities that have executed this Agreement as the “Shareholders” on the signature pages hereto (each individually a “Shareholder”); Steven Keyser, a resident of the State of Utah (“Keyser”); and Jenson Services, Inc., a Utah corporation (the “Grantee”).
AMENDMENT NO. 1 TO OPTION AGREEMENTOption Agreement • January 30th, 2008 • Lipidviro Tech Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO OPTION AGREEMENT (the “Amendment”) dated as of January 23, 2008, between the individuals and entities that have executed this Amendment as the “Shareholders” on the signature pages hereto (each individually a “Shareholder”); Steven Keyser, a resident of the State of Utah (“Keyser”); and Jenson Services, Inc., a Utah corporation (the “Grantee”).
EXCLUSIVE MANUFACTURING AND SALES REPRESENTATIVE AND DISTRIBUTOR AGREEMENTExclusive Manufacturing and Sales Representative and Distributor Agreement • May 5th, 2014 • Lipidviro Tech Inc • Biological products, (no disgnostic substances)
THIS AGREEMENT made this 19th day of October, 2012 between Beijing CTKM Harmonic Drive Co. Ltd., with its principal place of business located at A21, Yuhua Road, B of Beijing Airport Industrial Zone, Shunyi Beijing China, hereinafter referred to as the "Company" or the “Manufacturer”; and NAC Harmonic Drive Corporation, with its principal office at 4720 Salisbury Road, Jacksonville, Florida 32256, hereinafter referred to as “NAC” or "Distributor".
LOCK-UP AGREEMENTLock-Up Agreement • August 18th, 2016 • Nac Global Technologies, Inc. • General industrial machinery & equipment • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2016 (the “Effective Date”) by and between (i) NAC Global Technologies, Inc., a Nevada corporation (“Buyer”), and (ii) each of the persons listed on Schedule A hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement (as defined below).
SHAREHOLDER OPTION SALE AGREEMENTShareholder Option Sale Agreement • May 5th, 2014 • Lipidviro Tech Inc • Biological products, (no disgnostic substances)
THIS AGREEMENT, between Genovese and NAC provides for Vincent Genovese to convey 100% of his holdings, represented by 750 shares that have been issued in his name, in the entity, CONIC SYSTEMS, INC., to NAC HARMONIC DRIVE, INC., from available cash from operations of NAC HARMONIC DRIVE, INC. for the negotiated price of ONE MILLION TWO HUNDRED THOUSAND AND 00/100 ($1,200,000) DOLLARS, based on 2009 compiled Financial Statements of CONIC SYSTEMS, INC., utilizing a value multiplier of 1.5 x book value. Any shares not acquired during calendar year 2011, will bear an increased purchase price at 4.875% per year, compounded until such time as NAC HARMONIC DRIVE, INC. has fully acquired all 750 Genovese shares.
NAC DRIVE SYSTEMS, INC. Jacksonville, FL 32256 August 25, 2014Side Letter Agreement • August 26th, 2014 • Nac Global Technologies, Inc. • General industrial machinery & equipment
This Side Letter Agreement (the “Letter”) is being sent to you in connection with the Shareholder Option Agreement (the “Agreement”), by and between you and NAC Drive Systems, Inc., formerly NAC Harmonic Drive, Inc. (the “Company”). The purpose of this Letter is to memorialize various understandings and clarifications by and among you and the Company in connection with the Agreement. This Letter shall be deemed effective as of May 15, 2014.
Form of Subscription AgreementForm of Subscription Agreement • January 20th, 2015 • Nac Global Technologies, Inc. • General industrial machinery & equipment
This subscription (this “Subscription”) is dated January ___, 2015, by and between the investor identified on the signature page hereto (the “Investor”) and NAC Global Technologies, Inc, a Nevada corporation (the “Company”), whereby the parties agree as follows:
