Noise Cancellation Technologies Inc Sample Contracts

Nct Group Inc – Exhitbit 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the inclusion in Amendment No. 7 to the Registration Statement on Form S-1 of our report dated February 20, 2003 (March 13, 2003 with respect to Note 26) on our audits of the consolidated financial statement and schedule of NCT Group, Inc. and subsidiaries (the "Company") as of December 31, 2002 and 2001 and for each of the years then ended. We also consent to the reference to our Firm under the caption "Interests of Named Experts and Counsel" included in the Registration Statement. Our reports contains explanatory paragraphs that stat (April 18th, 2003)
Nct Group Inc – Exhibt 10(bw) Agreement Relating To Pro Tech Stock Agreement, dated as of September 30, 2002, between NCT Group, Inc., a Delaware corporation ("NCT"), and Carole Salkind, an individual ("Salkind"). NCT has executed and delivered to Salkind, and Salkind currently holds, a Warrant of NCT dated February 13, 2001, as amended on December 21, 2001 (as so amended, the "2001 Warrant"). Under the 2001 Warrant, Salkind has the right, among other rights, to purchase up to an aggregate of $500,000 worth of common stock, par value $.001 per share, of Pro Tech Communications, Inc., a Florida corporation, as (November 4th, 2002)
Nct Group Inc – Exibit 4(b) 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 effective registration statement under those securities laws or an opinion of counsel, in form and substance satisfactory to the Company, that the sale or transfer is pursuant to an exemption to the registration requirements of those securities laws. ----------------- NCT GROUP, INC. (Incorporated under the laws of the State of Delaware) Void after 5 (May 15th, 2002)
Nct Group Inc – [GRAPHIC OMITTED] 20 Ketchum Street, Westport, CT 06880 o Tel. 203-226-4447, Fax 203-226-4338, www.nctgroupinc.com EXHBIT 10(ba) December 20, 2001 Ms. Carole Salkind Fox Hills Retirement Community Rockaway Town Square Outer Mall Rockaway, NJ 07866 Re: Reduction of Warrant Exercise Price Dear Ms. Salkind: Reference is made to the Warrant, dated May 14, 2001 (the "Warrant"), of NCT Group, Inc., a Delaware corporation (the "Company"), pursuant to which you are granted the right, subject to terms and conditions of the Warrant, to purchase up to an aggregate of 500,000 shares (the "Warrant Shares") (December 27th, 2001)
Nct Group Inc – 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 effective registration statement under those securities laws or an opinion of counsel, in form and substance satisfactory to the Company, that the sale or transfer is pursuant to an exemption to the registration requirements of those securities laws. _________________ NCT GROUP, INC. (Incorporated under the laws of the State of Delaware) Void after 5:00 p.m., Ne (December 27th, 2001)
Nct Group Inc – 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 effective registration statement under those securities laws or an opinion of counsel, in form and substance satisfactory to the Company, that the sale or transfer is pursuant to an exemption to the registration requirements of those securities laws. ----------------- NCT GROUP, INC. (Incorporated under the laws of the State of Delaware) Void after 5:00 p.m., Ne (November 19th, 2001)
Nct Group Inc – CONFIDENTIAL EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of August 24, 2000, by and between DMC Cinema, Inc. (DMCC), a Delaware corporation (the "Company"), and Robert Crisp, an individual residing in the State of Florida (the "Employee"). WHEREAS the Company is engaged in business of providing Advertising Media on an internet-based platform (such activities, present and future, being hereinafter referred to as the "Business"); and WHEREAS, the Company desires to secure the services and employment of the Employee; and on behalf of the Company, a (August 15th, 2001)
Nct Group Inc – 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") convertible in accordance with the terms thereof into shares of the Company's $0.001 par value common stock (the "Company Shares") for the aggregate consideration set forth on the signature page hereof ("Purchase Price"). The form of Convertible Note is annexed hereto as Exhibit A. The principal amount of the Notes will be equal to 125% of the Purchase Pric (August 15th, 2001)
Nct Group Inc – THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTERA GROUP, INC. THAT REGISTRATION IS N (August 15th, 2001)
Nct Group Inc – NCT REGISTRATION RIGHTS AGREEMENT (Notes) This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 29, 2001, is made and entered into among NCT Group, Inc., a Delaware corporation (the "Company"), and the Holders who are signatories hereto and identified on Schedule A hereto (individually a "Holder" or collectively "Holders"). WHEREAS, the Company and the Holders have entered into that certain Exchange Rights Agreement, dated at or about the date hereof (the "Exchange Right Agreement"), pursuant to which the Company will issue, from time to time, to the Holder shares of common s (August 15th, 2001)
Nct Group Inc – STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (the "Agreement") is made and entered into as of this 27th day of February 2001 by and among (i) NCT Group, Inc., a Delaware corporation ("NCT"), (ii) the holders of Series A Preferred Stock of NCT Networks, Inc. signatory hereto ( the "Series A Holders"), and (iii) NCT Networks, Inc., a Delaware corporation (the "Company"). RECITALS A. In connection with the proposed issuance of Series A Preferred Stock, par value $0.10 per share (the "Preferred Stock") of the Company for the benefit of Teltran International Group, Ltd., a Delaware corporat (August 15th, 2001)
Nct Group Inc – REGISTRATION RIGHTS AGREEMENT (Preferred) This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 29, 2001, is made and entered into among NCT Group, Inc., a Delaware corporation (the "Company"), and the Holders who are signatories hereto and identified on Schedule A hereto (individually a "Holder" or collectively "Holders"). WHEREAS, the Company and the Holders have entered into that certain Exchange Rights Agreement, dated at or about the date hereof (the "Exchange Right Agreement"), pursuant to which the Company will issue, from time to time, to the Holder shares of common s (August 15th, 2001)
Nct Group Inc – THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTERA GROUP, INC. THAT REGISTRATION IS N (August 15th, 2001)
Nct Group Inc – STOCK AND ASSET PURCHASE AGREEMENT This STOCK AND ASSET PURCHASE AGREEMENT ("Agreement") made as of January 23, 2001, by and among TELTRAN INTERNATIONAL GROUP, LTD., a Delaware corporation ("Teltran"), INTERNET PROTOCOLS LTD. ("IPL"), a corporation formed under the laws of England and Wales and NCT NETWORKS, INC., a Delaware corporation ("NCTN"). INTRODUCTION WHEREAS, Teltran is engaged in the telecommunication and internet business; WHEREAS, Teltran owns all the capital stock of Teltran Web Factory Limited (the "Acquired Company") and IPL; WHEREAS, the Acquired Company and IPL are engaged in (August 15th, 2001)
Nct Group Inc – 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 effective registration statement under those securities laws or an opinion of counsel, in form and substance satisfactory to the Company, that the sale or transfer is pursuant to an exemption to the registration requirements of those securities laws. ----------------- NCT GROUP, INC. (Incorporated under the laws of the State of Delaware) Void after 5:00 p.m., Ne (August 15th, 2001)
Nct Group Inc – REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 25, 2001 is made and entered into among NCT Group, Inc., a Delaware corporation (the "Company"), and the Holders who are signatories hereto and identified on Schedule A hereto (individually a "Holder" or collectively "Holders"). WHEREAS, the Company and the Holders have entered into that certain Exchange Rights Agreement, dated at or about the date hereof (the "Exchange Right Agreement"), pursuant to which the Company will issue, from time to time, to the Holder shares of common stock, $.01 par (August 15th, 2001)
Nct Group Inc – TELTRAN INTERNATIONAL GROUP, LTD. One Penn Plaza New York, New York 10019 February 27, 2001 NCT Networks, Inc. 20 Ketchum Street Westport, Connecticut 06880 Re: Stock and Asset Purchase Agreement among NCT Networks, Inc. Teltran International Group, Ltd. and Internet Protocols Ltd. (the "Agreement") dated as of January 23, 2001 Ladies and Gentlemen: This will set forth the agreed upon amendments to the above Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Agreement. 1. The definition of "Excluded Liability in Section 1 shall be revised to r (August 15th, 2001)
Nct Group Inc – 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") convertible in accordance with the terms thereof into shares of the Company's $0.001 par value common stock (the "Company Shares") for the aggregate consideration set forth on the signature page hereof ("Purchase Price"). The form of Convertible Note is annexed hereto as Exhibit A. The principal amount of the Notes will be equal to 125% of the Purchase Pric (August 15th, 2001)
Nct Group Inc – EXCHANGE RIGHTS AGREEMENT This Agreement is dated as of the 25th day of May, 2001 among NCT Group, Inc., a Delaware corporation (the "Company"), and the Holders identified on Schedule A hereto (individually a "Holder", collectively the "Holders"). WHEREAS, Artera Group, Inc., a Delaware corporation, is a wholly owned subsidiary of the Company ("Subsidiary"); and WHEREAS, the Holders are purchasing pursuant to that certain Subscription Agreement dated at or about May 25, 2001 between the Holder and the Subsidiary (the "Subscription Agreement") convertible notes of the Subsidiary (the "Notes"), (August 15th, 2001)
Nct Group Inc – EXCHANGE RIGHTS AGREEMENT (Preferred) This Agreement is dated as of the 29th day of June, 2001 among NCT Group, Inc., a Delaware corporation (the "Company"), and the Holders identified on Schedule A hereto (individually a "Holder", collectively the "Holders"). WHEREAS, Artera Group, Inc. (formerly NCT Networks, Inc.), a Delaware corporation, is a wholly owned subsidiary of the Company ("Subsidiary"); and WHEREAS, the Holders are owners of Series A Preferred Stock of the Subsidiary, $.01 par value per share ("Preferred Shares") identified on Schedule A hereto, which Preferred Shares were issued (August 15th, 2001)
Nct Group Inc – LICENSE AGREEMENT License Agreement made this 29th day of September, 2000 by and between Vidikron of America, Inc., a _________ Corporation ("Licensee", "Vidikron" or "VAI") and Distributed Media Corporation, a subsidiary of NCT Group, Inc. a Delaware Corporation with offices at 20 Ketchum Street, Westport, CT 06880, USA, ("DMC"). WHEREAS Licensee is engaged in the design, development, manufacture and marketing of Systems for the projection of TV images for the home theater market for various geographic markets around the world; and WHEREAS Distributed Media Corporation is engaged in the devel (November 27th, 2000)
Nct Group Inc – NEWS RELEASE (April 27th, 2000)
Nct Group Inc – CERTIFICATE OF AMENDMENT (April 14th, 2000)
Nct Group Inc – SECURITIES EXCHANGE AGREEMENT (April 14th, 2000)
Nct Group Inc – LICENSE AGREEMENT (April 14th, 2000)
Nct Group Inc – SECURITIES PURCHASE AGREEMENT (January 12th, 2000)
Nct Group Inc – REGISTRATION RIGHTS AGREEMENT (January 12th, 2000)
Nct Group Inc – SECURITIES EXCHANGE AGREEMENT (January 12th, 2000)
Nct Group Inc – REGISTRATION RIGHTS AGREEMENT (January 12th, 2000)
Nct Group Inc – LICENSE AGREEMENT (November 15th, 1999)
Nct Group Inc – TERM SHEET LITIGATION SETTLEMENT (October 28th, 1999)
Nct Group Inc – TERM SHEET SHARE EXCHANGE (October 28th, 1999)
Nct Group Inc – LICENSE AGREEMENT (November 5th, 1998)
Noise Cancellation Technologies Inc – NEWS RELEASE (June 10th, 1998)
Noise Cancellation Technologies Inc – NEW CROSS LICENCE AGREEMENT (November 17th, 1997)