THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2005,...Veridicom International Inc • August 22nd, 2005 • Services-computer integrated systems design • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("Agreement") made this 16th of January, 2003 by and among ALPHA VIRTUAL, INC., a Delaware corporation ("Parent"), A/VII ACQUISITION CORPORATION, a Nevada corporation ("Sub"), and...Agreement and Plan of Merger • February 23rd, 2004 • Veridicom International Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
RECITALS A. Borrower and Lender have entered into the Working Capital Loan Agreement, dated as of the date hereof (as from time to time amended and in effect, the "Loan Agreement") and the Multiple Advance Convertible Promissory Note, dated as of the...Security Agreement • November 19th, 2002 • Alpha Virtual Inc/Ca/ • Miscellaneous electrical machinery, equipment & supplies • California
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 15th day of August 2003, by and between Alpha Virtual, Inc., a Delaware corporation (the "Company"), and Paul Mann, an...Executive Employment Agreement • May 18th, 2004 • Veridicom International Inc • Services-computer integrated systems design • California
Exhibit 10.3 LEASE - COMMERCIAL THIS LEASE made the 20th day of February, 2004, BETWEEN: GASTOWN INVESTMENT 21 LTD., a body corporate having Its offices at Suite 600 - 21 Water Street, In the City of Vancouver, British Columbia VSB 1A1 (hereinafter...Lease • May 18th, 2004 • Veridicom International Inc • Services-computer integrated systems design • British Columbia
DATED AS OF MAY 31, 2000Assignment and Assumption Agreement • August 4th, 2000 • Perceptronics Inc • Miscellaneous electrical machinery, equipment & supplies • California
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2005,...Veridicom International Inc • May 10th, 2005 • Services-computer integrated systems design • New York
Exhibit 10.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ___________, 2002, by and among ALPHA VIRTUAL, INC., a Delaware Corporation, with headquarters located at 10345 Olympic Boulevard Suite 102, Los...Registration Rights Agreement • November 19th, 2002 • Alpha Virtual Inc/Ca/ • Miscellaneous electrical machinery, equipment & supplies • California
AMENDMENT NO. 1 TO CALLABLE SECURED CONVERTIBLE NOTESVeridicom International Inc • June 22nd, 2005 • Services-computer integrated systems design
EXHIBIT 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR GERSHON WELTMAN, Ph.D. This Amendment to Employment Agreement is made and entered into on October 22, 1991, by and between Perceptronics, Inc., a Delaware Corporation (hereinafter referred to as...Employment Agreement • June 27th, 2000 • Perceptronics Inc • Miscellaneous electrical machinery, equipment & supplies • California
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of February 25, 2005, by and among Veridicom International, Inc., a Delaware corporation, with headquarters located at 3800-999 3rd Avenue, Seattle,...Securities Purchase Agreement • March 2nd, 2005 • Veridicom International Inc • Services-computer integrated systems design • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2005,...Veridicom International Inc • August 22nd, 2005 • Services-computer integrated systems design • New York
Exhibit 10.17 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE ACT AND THE RULES AND REGULATIONS...Alpha Virtual Inc/Ca/ • February 19th, 2002 • Miscellaneous electrical machinery, equipment & supplies • California
Exhibit 10.22 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is made as of October 1, 2002 (the "Effective Date"), between Alpha Virtual, Inc., a Delaware corporation (the "Licensor"), and Global Alpha Corporation, a British Virgin...License Agreement • November 19th, 2002 • Alpha Virtual Inc/Ca/ • Miscellaneous electrical machinery, equipment & supplies • California
Exhibit 10.18 ALPHA VIRTUAL, INC. Securities Purchase Agreement November 6, 2002 ALPHA VIRTUAL, INC. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of November 6, 2002, by and between...Securities Purchase Agreement • November 19th, 2002 • Alpha Virtual Inc/Ca/ • Miscellaneous electrical machinery, equipment & supplies • California
EXHIBIT 4.3 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY...Veridicom International Inc • March 2nd, 2005 • Services-computer integrated systems design • New York
EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY...Veridicom International Inc • March 2nd, 2005 • Services-computer integrated systems design • New York
EXHIBIT 10.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of February 25, 2005, by and among Veridicom International, Inc., a Delaware corporation, EssTec, Inc., a Nevada corporation,...Intellectual Property Security Agreement • March 2nd, 2005 • Veridicom International Inc • Services-computer integrated systems design • New York
ContractVeridicom International Inc • April 3rd, 2007 • Services-computer integrated systems design • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 30, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2007 • Veridicom International Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2007, by and among Veridicom International, Inc., a Delaware corporation with its headquarters located at 55 Woodland Avenue, Verona, New Jersey 07044 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 ("Amendment No. 1") TO AGREEMENT AND PLAN OF MERGER is entered into as of May 13, 2004, by and among Veridicom International, Inc. (formerly Alpha Virtual, Inc.), a Delaware...Agreement and Plan of Merger • June 18th, 2004 • Veridicom International Inc • Services-computer integrated systems design
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2006 • Veridicom International Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2006, by and among Veridicom International, Inc., a Delaware corporation, with headquarters located at 21 Water Street, Vancouver BC Canada V6B 1A1 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
This Consulting Agreement (the "Agreement") is made as of __________, --------- 2002 by and between, Alpha Virtual, Inc., a Delaware company, having its business address at 10345 West Olympic Boulevard, Los Angeles, California 9064 (the "Company") and...Consulting Agreement • November 19th, 2002 • Alpha Virtual Inc/Ca/ • Miscellaneous electrical machinery, equipment & supplies • California
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 25, 2005, by and among Veridicom International, Inc., a Delaware corporation with its headquarters located at 3800-999 3rd Avenue, Seattle...Registration Rights Agreement • March 2nd, 2005 • Veridicom International Inc • Services-computer integrated systems design • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 3rd, 2007 • Veridicom International Inc • Services-computer integrated systems design • Delaware
IN WITNESS THEREFORE that in consideration of the premises and subject to the conditions hereunder and in consideration of the sum of ONE DOLLAR ($1.00) now paid by the Indemnitee to the Indemnitor and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Indemnitor), the parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2007 • Veridicom International Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2007, by and among Veridicom International, Inc., a Delaware corporation, with headquarters located at 55 Woodland Avenue, Verona, New Jersey 07044 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
AMENDMENT NO. 1 TO AGREEMENT OF PURCHASE FOR THE PRECISION GUNNERY TRAINING SYSTEMS ASSETSPerceptronics Inc • August 4th, 2000 • Miscellaneous electrical machinery, equipment & supplies
Recitals:25 Agreement and Plan of Merger • May 5th, 2003 • Alpha Virtual Inc/Ca/ • Miscellaneous electrical machinery, equipment & supplies • Nevada
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2001 • Perceptronics Inc • Miscellaneous electrical machinery, equipment & supplies
This First Amendment to Securities Purchase Agreement is made this third day of August, 2001, by and between Perceptronics, Inc., a Delaware corporation (the "Company"), and Global Alpha Corporation, a British Virgin Islands company ("Purchaser").
COMPENSATION AGREEMENTCompensation Agreement • February 3rd, 2006 • Veridicom International Inc • Services-computer integrated systems design
This Compensation Agreement is dated as of January 26, 2006 by and between Veridicom International, Inc., a Delaware corporation (the “Company”) and Marc J. Ross (the “Consultant”)., a member of Sichenzia Ross Friedman Ference LLP.
DELTA 155 873 40 06 LA U.S. Small Business Administration Los Angeles District Office 330 North Brand, Suite #120 Glendale, CA 91203-2304 Lender: The Pacific Bank, N.A. 350 Primrose Road Burlingame, CA 94010 Your request dated AUGUST 5, 1997 for SBA...Sba Authorization and Loan Agreement • November 14th, 1997 • Perceptronics Inc • Miscellaneous electrical machinery, equipment & supplies
Form of WarrantPerceptronics Inc • August 10th, 2001 • Miscellaneous electrical machinery, equipment & supplies • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • August 10th, 2001 • Perceptronics Inc • Miscellaneous electrical machinery, equipment & supplies
This First Amendment to Right of First Refusal Agreement (this "Agreement") is made and entered into as of August 3, 2001, by and among Perceptronics, Inc., a Delaware corporation (the "Company"), Global Alpha Corporation, a British Virgin Islands company ("Purchaser"), and those certain stockholders of the Company whose names appear on the signature page hereto (each hereinafter individually referred to as a "Stockholder") and collectively referred to as the "Stockholders").
W I T N E S S E T H:Veridicom International Inc • August 22nd, 2005 • Services-computer integrated systems design
ANDREAS KEMKES EMPLOYMENT AGREEMENTAndreas Kemkes Employment Agreement • June 27th, 2000 • Perceptronics Inc • Miscellaneous electrical machinery, equipment & supplies • California
