Exhibit 4(af) This Warrant has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, nor the securities laws of any other jurisdiction. This Warrant may not be sold or transferred in the absence of an...NCT Group Inc • November 15th, 2002 • Miscellaneous electrical machinery, equipment & supplies • Delaware
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 30, 2001, by and between NCT Group, Inc., a Delaware corporation, with principal executive offices located at 20 Ketchum Street, Westport, Connecticut...Registration Rights Agreement • August 15th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(ap) This Warrant has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, nor the securities laws of any other jurisdiction. This Warrant may not be sold or transferred in the absence of an...NCT Group Inc • November 8th, 2001 • Miscellaneous electrical machinery, equipment & supplies
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 12, 2000 between NCT Hearing Products, Inc., a Delaware corporation with its principal place of business at 20 Ketchum Street, Westport, Connecticut 06880 ("NCT...Stock Purchase Agreement • September 22nd, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
Exhibit 10(bd)(2) OPTION AGREEMENT OPTION AGREEMENT, dated as of January 11, 2002, between Carole Salkind, an individual residing in the State of New Jersey ("Optionee"), and Artera Group, Inc., a Delaware corporation ("Issuer"). WITNESSETH: WHEREAS,...Option Agreement • January 30th, 2002 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
SECURITIES PURCHASE AGREEMENT Among NCT GROUP, INC., NESHER, INC., AUSTOST ANSTALT SCHAAN and BALMORE FUNDS S.A. Dated as of December 27, 1999Securities Purchase Agreement • January 12th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(z)(2) IP Sale Agreement between NCT Group, Inc. as the Seller NCT Audio Products, Inc. as the Licensee and New Transducers Limited as Purchaser relating to the sale of intellectual property relating to flat panel speaker technology THIS...Agreement • September 5th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
EXHIBIT A TO PRIVATE EQUITY CREDIT AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of April 12,2001 is made by and between NCT GROUP, INC., a corporation organized and existing under the laws of the...Registration Rights Agreement • May 10th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated August 29, 2000 by and among NCT Group, Inc., a Delaware corporation ("Parent"), NCT Midcore, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent...Agreement and Plan of Merger • September 13th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
RECITALSStockholders' Agreement • August 15th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(a) LICENSE AGREEMENT License Agreement made this tenth day of August, 2001 by and between Sharp Corporation, a Japanese corporation, acting through its Communication Systems Group with offices at 2-13-1 Iida Hachihonmatsu...License Agreement • August 15th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(ay) SETTLEMENT AGREEMENT WHEREAS, Plaintiffs Alpha Capital Aktiengesellschaft ("Alpha"), Austost Anstalt Schaan ("Austost"), Balmore, S. A., f/k/a Balmore Funds, S.A. ("Balmore"), and Libra Finance, S.A. ("Libra") (collectively the...Settlement Agreement • November 19th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 4(aa) This Warrant has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, nor the securities laws of any other jurisdiction. This Warrant may not be sold or transferred in the absence of an...NCT Group Inc • August 9th, 2002 • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(an) STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 13, 2000 between NCT Hearing Products, Inc., a Delaware corporation with its principal place of business at 20 Ketchum Street, Westport,...Stock Purchase Agreement • December 13th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Florida
WARRANTNCT Group Inc • April 4th, 2005 • Miscellaneous electrical machinery, equipment & supplies • Delaware
RECITALSRegistration Rights Agreement • September 5th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(ey) SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of July 23, 2004, by and among NCT Group, Inc., a Delaware corporation (the "Company"), and each of the subscribers identified on the signature pages hereto...Subscription Agreement • July 28th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • September 5th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10(at) EXCHANGE AGREEMENT THIS AGREEMENT made as of this 12th day of April, 2001, by and between CRAMMER ROAD LLC, a limited liability company organized under the laws of the Cayman Islands ("Investor"), and NCT GROUP, INC., a Delaware...Exchange Agreement • May 10th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 4(ag) This Warrant has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, nor the securities laws of any other jurisdiction. This Warrant may not be sold or transferred in the absence of an...NCT Group Inc • August 9th, 2002 • Miscellaneous electrical machinery, equipment & supplies
WARRANTNCT Group Inc • December 12th, 2005 • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10.1(a) THIS AGREEMENT AND THE SHARES OF STOCK ISSUABLE PURSUANT HERETO (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND (3) MAY NOT BE SOLD, TRANSFERRED OR...Preferred Stock Purchase Agreement • March 22nd, 2005 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 4(bn) NCT GROUP, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 26, 2002, between NCT Group, Inc., a Delaware corporation (the "Company"), and MotorWorld, Incorporated, a New Jersey corporation ("Optionee"). The...Stock Option Agreement • April 4th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10(aj) LICENSE AGREEMENT License Agreement, dated as of January 6, 2003, between NCT Group, Inc., a Delaware corporation ("Licensor"), and Stopnoise, Inc., a New Jersey corporation ("Licensee"). WHEREAS, Licensor is engaged in the development...License Agreement • April 4th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Exhibit 10(ej) SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 11, 2004, by and between NCT GROUP, INC., a Delaware corporation, with principal executive offices located at 20 Ketchum Street, Westport,...Securities Purchase Agreement • June 10th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 99(a) NOISE CANCELLATION TECHNOLOGIES, INC. AND SUBSIDIARIES SUMMARY CONSOLIDATED BALANCE SHEETSNoise Cancellation Technologies Inc • April 15th, 1997 • Miscellaneous electrical machinery, equipment & supplies
Note: The Summary Consolidated Balance Sheets presented above have been prepared for the purpose of demonstrating that the Company meets the requirements for continued listing on the NASDAQ National Market System, and do not include the disclosures that would usually be presented with such financial statements.
SIXTH AMENDMENT OF CONSULTING AGREEMENT DATED SEPTEMBER 30, 2002 BETWEEN NCT GROUP, INC. AND ACME ASSOCIATES, INC.Consulting Agreement • April 8th, 2004 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10(d) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 9, 1999, among NCT Group, Inc., a Delaware corporation (the "Company"), Austost Anstalt Schaan ("Austost") and...Registration Rights Agreement • January 12th, 2000 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Artera Group, Inc., a Delaware corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, 6% Convertible Notes (the "Notes")...Subscription Agreement • August 15th, 2001 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
WARRANT -------NCT Group Inc • December 12th, 2005 • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 4(bg) This Warrant has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, nor the securities laws of any other jurisdiction. This Warrant may not be sold or transferred in the absence of an...NCT Group Inc • April 4th, 2003 • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 4(a) This Warrant has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, nor the securities laws of any other jurisdiction. This Warrant may not be sold or transferred in the absence 12of an...NCT Group Inc • May 15th, 2002 • Miscellaneous electrical machinery, equipment & supplies
WARRANTNCT Group Inc • December 23rd, 2004 • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10(ab) N C T GROUP, INC. 20 KETCHUM STREET WESTPORT, CT. 06880 June 12, 2003 Mr. Morton Salkind Maple Industries. Inc. RE: CONSULTING AGREEMENT This will confirm the arrangements, terms and conditions pursuant to which Morton Salkind of Maple...Consulting Agreement • August 15th, 2003 • NCT Group Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
Exhibit 4(bl) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON...NCT Group Inc • April 4th, 2003 • Miscellaneous electrical machinery, equipment & supplies
