ARTICLE 1 ---------Escrow Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Connecticut
Exhibit 2.1 The securities offered hereby have not been registered under the US Securities Act of 1933 (the "Act") and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act, or an...Share Purchase Agreement • January 19th, 2005 • Securac Corp • Retail-eating places • New York
Exhibit 10.5 WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT,...Warrant Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
Exhibit 2.4 This Agreement dated effective this 13th day of December, 2005. BETWEEN: ADVANCED SAFETY MANAGEMENT LTD., a body corporate incorporated under the laws of the Province of Alberta ("ASM")Agreement • May 19th, 2006 • Securac Corp • Services-computer programming services
SECURAC INC. 1000 Manulife Place 10180 - 101 Street Edmonton, Alberta T5J 3S4 Applewood's Restaurants Inc. Tel: 780 409 8960 1104 Sandpiper on El Paseo, Fax : 780 409 9216 Palm Desert, California 92260 Web: www.securac.net September 14, 2004 Toshiaki...Share Exchange Agreement • November 22nd, 2004 • Securac Corp • Retail-eating places
Exhibit 10.4 Securac Corp. ------------- ____________________ This offering consists of $500,000 of the Company's 5 Year Convertible Debentures convertible into the Company's Common Stock. SUBSCRIPTION AGREEMENT SUBSCRIPTION PROCEDURES Convertible...Subscription Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
Registration Rights Agreement (the "Agreement"), dated as of September 30, --------- 2005, by and between SECURAC CORP. , a corporation organized under the laws of State of Nevada, with its principal executive office at ,2500, 520-5TH AVENUE...Registration Rights Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
ARTICLE 1 DEFINITIONSSecurac Corp • April 15th, 2005 • Retail-eating places
Exhibit 10.2 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of September 30, 2005, by and between Securac Corp., a Nevada corporation with its principal place of business located...Security Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
SUBLEASE THIS SUBLEASE dated as of the 24th day of June 2004.Sublease • April 15th, 2005 • Securac Corp • Retail-eating places • Alberta
ContractSecurac Corp • October 12th, 2006 • Services-computer programming services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SECURAC CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2006 • Securac Corp • Services-computer programming services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October ____, 2006, by and among Securac Corp., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
FACE AMOUNT $500,000 PRICE $500,000 DEBENTURE NUMBER September - 2005-101 ISSUANCE DATE September 30, 2005 MATURITY DATE September 30, 2010Debenture Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
EXHIBIT 10.1 SECURAC INTERNATIONAL LTD. SOFTWARE LICENSE AND SERVICES AGREEMENT THIS AGREEMENT (the "AGREEMENT") dated and effective as of the 1st day of April, 2004 (the "EFFECTIVE DATE"). BETWEEN: SECURAC TECHNOLOGIES LTD., a body corporate created...Software License and Services Agreement • April 15th, 2005 • Securac Corp • Retail-eating places
SECURITY AGREEMENTSecurity Agreement • October 12th, 2006 • Securac Corp • Services-computer programming services • New York
ContractSecurac Corp • October 12th, 2006 • Services-computer programming services • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SECURAC CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • October 12th, 2006 • Securac Corp • Services-computer programming services • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of October ___, 2006, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire promissory Notes issued or to be issued by Securac Corp. (“Parent”), a Nevada corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes").
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • October 12th, 2006 • Securac Corp • Services-computer programming services • New York
This Agreement is dated as of the ___ day of October, 2006 among Securac Corp., a Nevada corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
Exhibit 10.3 DEBENTURE REGISTRATION RIGHTS AGREEMENT DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 30, 2005, by and between Securac Corp., a company organized under the laws of state of Nevada,(the "Company"), and...Debenture Registration Rights Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
Exhibit 10.6 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 30, 2005 by and between Securac Corp, a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the...Investment Agreement • October 6th, 2005 • Securac Corp • Retail-eating places • Massachusetts
EXHIBIT 10.5 CONSENT TO SUBLEASE AGREEMENT (THE "AGREEMENT") This Agreement made as of JUNE 14, 2004. Amongst: CONSOLIDATED PROPERTIES (520 - 5(TM) AVENUE) LTD. (hereinafter referred to as the "Landlord")Consent to Sublease Agreement • April 15th, 2005 • Securac Corp • Retail-eating places • Alberta
EXHIBIT 2.5 RESCISSION OF ASSET PURCHASE AGREEMENT RESCISSION OF ASSET PURCHASE AGREEMENT, dated as of December 13, 2005 (the "Original Agreement") between Advanced Safety Management Ltd. ("ASM), Scott Chisholm ("Chisholm") and Securac Inc....Asset Purchase Agreement • May 19th, 2006 • Securac Corp • Services-computer programming services • Alberta
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "Agreement") dated as of August 20, 2004, is made by and between Robert Stewart ("Pledgor") and Securac, Inc., an Alberta corporation ("Pledgee"). W I T N E S S E T H: WHEREAS, Pledgor has entered into an...Pledge Agreement • September 8th, 2004 • Applewoods Restaurants Inc • Retail-eating places • New York
AMENDMENT TO INVESTMENT AGREEMENT This amending agreement (the "Amending Agreement") amends the terms of the Investment Agreement (the "Investment Agreement"), dated as of September 30, 2005 by and between Securac Corp., a Nevada corporation (the...Investment Agreement • October 31st, 2005 • Securac Corp • Retail-eating places
FORM OF GUARANTYForm of Guaranty • October 12th, 2006 • Securac Corp • Services-computer programming services • New York
Bierwolf, Nilson & Associates A Partnership of Certified Public Accountants Professional 1453 South Major street Nephi J. Bierwolf, CPA Corporations Salt Lake City, Utah 84115 Troy Nilson, CPA...Applewoods Restaurants Inc • May 25th, 2004 • Retail-eating places
Bierwolf, Nilson & Associates A Partnership of Certified Public Accountants Professional 1453 South Major street Nephi J. Bierwolf, CPA Corporations Salt Lake City, Utah 84115 Troy Nilson, CPA ___________________________________________________________________________
Dutchess Private Equities Fund, II, L.P. August 18, 2006Securac Corp • September 11th, 2006 • Services-computer programming services • New York
Reference is made to that certain Debenture Agreement, Security Agreement, Debenture Registration Rights Agreement, Subscription Agreement and Escrow Agreement, each effective as of September 30, 2005 (as heretofore amended, the “Transaction Documents”), between Securac Corp. (the “Borrower” or “you”) and Dutchess Private Equities Fund, II, L.P. (the “Holder” or “we”) (sometimes hereinafter the Borrower and the Holder are referred to collectively as the "parties"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Transaction Documents, and are incorporated by reference. Copies of the Transaction Documents are attached as exhibits 10.1 through 10.4 and 10.8 to the Borrower’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2005.
Exhibit 10.1 EXCLUSIVE SOFTWARE LICENSE AND DISTRIBUTION AGREEMENTExclusive Software License and Distribution Agreement • May 24th, 2005 • Securac Corp • Retail-eating places • Delaware
