CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 12th, 1998 • Compositech LTD • Electronic components & accessories • New York
AGREEMENTAgreement • October 27th, 1997 • Compositech LTD • Electronic components & accessories • New York
For one dollar ($1.00) and other good and valuable consideration paid by each of Societe Innovatech du Grand Montreal, Industries Devma Inc., Fonds de Solidarite des travailleurs du Quebec (F.T.Q.) and Fonds Regional de Solidarite Ile de Montreal, limited partnership (collectively the "Investors") to Compositech Ltd. (the "Corporation"), the receipt and sufficiency of which is hereby acknowledged by the Corporation, the Corporation hereby covenants and agrees that it shall, upon the request of the Investors, use its best efforts to nominate for election by its stockholders, cause the election of and thereafter continue in office, one person designated by the Investors to serve on the Corporation's Board of Directors (the "Investors' Nominee"); provided, however, that (i) the Investors' Nominee shall have experience commensurate with serving as a director of the Corporation, and (ii) the Investors' Nominee shall not at the time of designation or at any time thereafter be, or have been,
SUBSCRIPTION AGREEMENT MADE AND ENTERED INTO IN THE CITY AND DISTRICT OF MONTREAL, ON THE 16TH DAY OF OCTOBER, 1997Subscription Agreement • October 27th, 1997 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT 10.51 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of November 5, 1999 (this "Agreement"), by and between Compositech Ltd., a Delaware corporation, with principal executive offices located at 120 Ricefield Lane,...Securities Purchase Agreement • November 15th, 1999 • Compositech LTD • Electronic components & accessories • New York
SHAREHOLDERS AGREEMENT ENTERED INTO ON OCTOBER 16, 1997 AMONG THE SHAREHOLDERS OF LAMINES CTEK INC. TABLE OF CONTENTSShareholders Agreement • October 27th, 1997 • Compositech LTD • Electronic components & accessories • Quebec
Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is made and entered into on the 17th of February, 2000, between COMPOSITECH LTD., a Delaware, U.S.A. corporation with its principal place of business at 120 Ricefield Lane,...Settlement Agreement • March 7th, 2000 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT 10.39 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED...Compositech LTD • March 31st, 1999 • Electronic components & accessories • New York
EXHIBIT 10.53 THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR...Compositech LTD • November 15th, 1999 • Electronic components & accessories • New York
Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of July 18, 1997, made by Compositech Ltd., a Delaware corporation (the "Grantor") in favor of __________________________ (the "Secured Party"). W I T N E S S E T H : WHEREAS, the Grantor...Security Agreement • July 28th, 1997 • Compositech LTD • Electronic components & accessories • New York
REGISTRATION RIGHTS AGREEMENT MADE AND ENTERED INTO AS OF THE 16TH DAY OF OCTOBER, 1997Registration Rights Agreement • October 27th, 1997 • Compositech LTD • Electronic components & accessories • New York
THE TERMS OF THIS SUBSCRIPTION AGREEMENT, AS SET FORTH BELOW, HAVE BEEN MODIFIED IN ACCORDANCE WITH AN AGREEMENT BETWEEN THE PURCHASERS AND THE COMPANY.Subscription Agreement • April 1st, 1999 • Compositech LTD • Electronic components & accessories • New York
PURCHASE AGREEMENT COMPOSITECH LTD.Purchase Agreement • March 31st, 1998 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 7, 2000, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and Compositech Ltd., a Delaware corporation...Registration Rights Agreement • July 21st, 2000 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT 10.52 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 5, 1999 (this "Agreement"), by and between Compositech Ltd., a Delaware corporation, with principal executive offices located at 120 Ricefield Lane,...Registration Rights Agreement • November 15th, 1999 • Compositech LTD • Electronic components & accessories • New York
AGREEMENT TO FORM A JOINT VENTURE BY AND BETWEEN COMPOSITECH LTD. AND FIDELITY VENTURE CAPITAL CORP. AND FIDELITY INVESTORSCompositech LTD • March 31st, 1998 • Electronic components & accessories
Exhibit 10.38 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Compositech LTD • July 21st, 2000 • Electronic components & accessories
COMPANY SIGNATURE PAGE TO SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 1999 • Compositech LTD • Electronic components & accessories • Delaware
EXHIBIT 10.40 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED...Compositech LTD • March 31st, 1999 • Electronic components & accessories • New York
STOCK EXCHANGE AGREEMENT MADE AND ENTERED INTO IN THE CITY AND DISTRICT OF MONTREAL, ON THE 16TH DAY OF OCTOBER, 1997Stock Exchange Agreement • October 27th, 1997 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT 10.41 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), is made and entered into as of the 16th day of March, 1999, by and among COMPOSITECH LTD., a Delaware corporation (the "Company"), and the Persons listed on...Registration Rights Agreement • March 31st, 1999 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT 10.60 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED...Compositech LTD • March 30th, 2000 • Electronic components & accessories • New York
COMPOSITECH LTD. 710 Koehler Avenue Ronkonkoma, New York 11779 July 21, 2000Compositech LTD • August 14th, 2000 • Electronic components & accessories • New York
Reference is made to the Series 1 Bridge Note Purchase and Security Agreement, dated March 16, 1999, by and among Compositech Ltd. and the Purchasers listed therein (the "Note Purchase Agreement"), as amended by that certain First Amendment to the Series 1 Bridge Note Purchase and Security Agreement, dated April 21, 1999 and executed by the Company and certain Purchasers in connection with the Second Closing (the "First Amendment"), that certain Second Amendment to the Series 1 Bridge Note Purchase and Security Agreement, dated July 28, 1999, and executed by the Company and certain Purchasers in connection with the Third Closing (the "Second Amendment"), that certain Letter Agreement, dated November 22, 1999, and executed by the Company and the Purchasers (the "November Letter Agreement"), that certain Letter Agreement dated April 21, 2000, and executed by the Company and the Purchasers (the "April Letter Agreement"), and that certain Letter Agreement, dated July 7, 2000, and executed
EXHIBIT 10.42 PLACEMENT AGENCY AGREEMENT THIS AGREEMENT ("Agreement"), made as of the 16th day of March 1999, by and between COMPOSITECH LTD., a Delaware corporation (the "Company"), and SOVEREIGN CAPITAL ADVISORS, LLC, a Nevada limited liability...Placement Agency Agreement • March 31st, 1999 • Compositech LTD • Electronic components & accessories • Georgia
THE TERMS OF THIS SUBSCRIPTION AGREEMENT, AS SET FORTH BELOW, HAVE BEEN MODIFIED IN ACCORDANCE WITH AN AGREEMENT BETWEEN THE PURCHASERS AND THE COMPANY.Subscription Agreement • March 30th, 2000 • Compositech LTD • Electronic components & accessories • New York
EXHIBIT 10.49 AGREEMENT, made as of the 1st day of May, 1999, by and between COMPOSITECH LTD., a Delaware corporation having its principal place of business at 120 Ricefield Lane, Hauppauge, New York ("Compositech") and TERADYNE, INC., a Massachusetts...Agreement • August 16th, 1999 • Compositech LTD • Electronic components & accessories • New York
Date __________________: PROMISSORY NOTE For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises to pay to _____________ ("Payee"), the principal sum of $_________ (_____________) ("Principal Sum") on or before the ______ day...Compositech LTD • November 15th, 1999 • Electronic components & accessories
For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises to pay to _____________ ("Payee"), the principal sum of $_________ (_____________) ("Principal Sum") on or before the ______ day from the date hereof. Interest shall accrue on the Principal Sum, or the unpaid balance thereof, at the rate of twelve (12%) percent per annum, payable at maturity.
TECHNOLOGY LICENSING AGREEMENT MADE AND ENTERED INTO IN THE CITY AND DISTRICT OF MONTREAL, ON THE 16TH DAY OF OCTOBER, 1997 BY AND BETWEEN: COMPOSITECH LTD., a body politic and corporate, duly incorporated according to the laws of the State of...Technology Licensing Agreement • October 27th, 1997 • Compositech LTD • Electronic components & accessories • Quebec
Exhibit 10.35 July 7, 2000 SovCap Equity Partners c/o SovCap Investment Management Group, LLC 3340 Peachtree Road, NE, Suite 2320 Atlanta, GA 30326 To Whom It May Concern: Reference is made to (i) the Series 1 Bridge Note Purchase and Security...Compositech LTD • July 21st, 2000 • Electronic components & accessories
Exhibit 10.36 CONVERTIBLE PREFERRED STOCK AND WARRANTS PURCHASE AGREEMENTConvertible Preferred Stock and Warrants Purchase Agreement • July 21st, 2000 • Compositech LTD • Electronic components & accessories • New York
PROMISSORY NOTECompositech LTD • March 30th, 2000 • Electronic components & accessories
For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises to pay to __________________ ("Payee"), the principal sum of $_____________ (_________________________) ("Principal Sum") on or before the thirtieth day from the date hereof. Interest shall accrue on the Principal Sum, or the unpaid balance thereof, at the rate of twelve (12%) percent per annum, payable at maturity.
TOBridge Note Purchase and Security Agreement • August 16th, 1999 • Compositech LTD • Electronic components & accessories • Delaware
June 26, 2000 SovCap Equity Partners, Ltd. Sovereign Capital Advisors, LLC 3340 Peachtree Road, NE, Suite 1965 Atlanta, Georgia 30326 Facsimile: Attention: Mr. Paul D. Hamm Dear Sirs: Reference is made to the Series 1 Bridge Note Purchase and Security...Compositech LTD • July 21st, 2000 • Electronic components & accessories • New York
Reference is made to the Series 1 Bridge Note Purchase and Security Agreement, dated March 16, 1999, by and among Compositech Ltd. and the Purchasers listed therein (the "Note Purchase Agreement"), as amended by that certain First Amendment to the Series 1 Bridge Note Purchase and Security Agreement, dated April 21, 1999 and executed by the Company and certain Purchasers in connection with the Second Closing (the "First Amendment"), that certain Second Amendment to the Series 1 Bridge Note Purchase and Security Agreement, dated July 28, 1999, and executed by the Company and certain Purchasers in connection with the Third Closing (the "Second Amendment"), that certain Letter Agreement, dated November 22, 1999, and executed by the Company and the Purchasers (the "November Letter Agreement") and that certain Letter Agreement dated April 21, 2000 (the "April Letter Agreement", together with the Note Purchase Agreement, the First Amendment, the Second Amendment, and the November Letter Agre
Date PROMISSORY NOTE For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises to pay to ____________________________ ("Payee"), the principal sum of $________________ (_______________________) ("Principal Sum") on or before the...Compositech LTD • March 30th, 2000 • Electronic components & accessories
For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises to pay to ____________________________ ("Payee"), the principal sum of $________________ (_______________________) ("Principal Sum") on or before the fourteenth day from the date hereof. Interest shall accrue on the Principal Sum, or the unpaid balance thereof, at the rate of twelve (12%) percent per annum, payable at maturity.
ARTICLE I DEFINITIONSPatent, Information and Trademark Agreement • March 31st, 1998 • Compositech LTD • Electronic components & accessories • New York
Exhibit 10.5 LICENSE SECURITY AGREEMENT License Security Agreement effective as of July 21, 1997, by and between Compositech Ltd. ("Compositech"), a corporation of the State of Delaware having an office and place of business at 120 Ricefield Lane,...License Security Agreement • July 28th, 1997 • Compositech LTD • Electronic components & accessories • New York
