ContractVoyant International CORP • April 9th, 2009 • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR VOYANT INTERNATIONAL CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • April 9th, 2009 • Voyant International CORP • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of January 26, 2009 (this “Agreement”), is among Voyant International Corporation, a Nevada corporation, having its principal place of business at 444 Castro Street, Suite 318, Mountain View, California 94041 (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Mueller Trading L.P. (together with its successors and assigns, the “Secured Party”), as collateral agent for the investors identified in Exhibit A attached hereto (the “Lenders”), which Lenders are the holders of the Company’s Secured Promissory Notes, issued on January 26, 2009 in the aggregate original principal amount of $300,000 (the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2009 • Voyant International CORP • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 13, 2009 by and between Voyant International Corporation, a Nevada corporation (the “Company”) Ascendiant Capital Group, LLC (“Capital Group”) and Ascendiant Equity Partners, LLC (“Equity Partners” and, either Capital Group or Equity Partners, the “Purchaser”, as designated pursuant to Section 6.1(e) hereof). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.
SECURITY AGREEMENTSecurity Agreement • November 19th, 2007 • Voyant International CORP • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of August 9, 2007 (this “Agreement”), is among Voyant International Corporation, a Nevada corporation (the “Company”), all of the subsidiaries of the Company except for Zeroes & Ones Technologies, Inc. (such other subsidiaries , the “ Guarantors ” and together with the Company , the “Debtors”) and Congregation Ahavas Tzedokah Vechesed Inc. (the “Secured Party”), the holder of the Company’s Senior Secured Note, issued on August 9, 2007 in the original principal amount of $600,000 (the “Note”), and its endorsees, transferees and assigns.
RECITALSReorganization and Exchange Agreement • July 15th, 1999 • Zeros & Ones Inc • Blank checks • California
EXHIBIT 2.1 TO FORM 8-K RESCISSION AGREEMENT, DATED JULY 1, 1995Recission Agreement • November 12th, 1997 • Commercial Labor Management Inc • Electronic components & accessories • California
NO. WARRANTS ------------- ----------- Initial Date: February 29, 2000 Warrants to Purchase Common Stock of Zeros & Ones, Inc.Zeros & Ones Inc • April 26th, 2000 • Blank checks
or registered assigns, is the owner of the number of Warrants set forth above, each of which represents the right, at any time commencing on the Initial Date (the "Initial Date") first above written and ending on or before 5:00 p.m., Los Angeles time, on December 31, 2002, on which date such Warrants expire, initially to purchase one share of Common Stock, no par value per share, of the Company (hereinafter called the "Common Stock") at the price of $1.83 per share (the "Warrant Price"), subject to adjustment and to the terms of this Warrant. Each such purchase is deemed effective only upon surrender of this Warrant to the Company at its office with the form of Election to Exercise duly filled in and signed, and upon payment in full to the Company of the Warrant Price (i) in cash or (ii) by certified or official bank check. This Warrant may only be exercised in conjunction with other Warrants such that only full shares of Common Stock are issued upon the simultaneous exercise of all su
EXHIBIT 7.3Plan of Reorganization and Exchange Agreement • July 23rd, 1999 • Zeros & Ones Inc • Blank checks • California
AMENDMENT TO SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE AND SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 9th, 2009 • Voyant International CORP • Services-prepackaged software
This Amendment to Second Amended and Restated Secured Promissory Note and Second Amended and Restated Loan Agreement (this “Amendment”) is made and entered into as of March 31, 2009 by and between Voyant International Corporation, a Nevada corporation (the “Company”) and The Brown Family Trust, an Alaskan trust (the “Lender”).
RECITALSReorganization and Asset Purchase Agreement • July 15th, 1999 • Zeros & Ones Inc • Blank checks • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2007 • Zeros & Ones Inc • Services-prepackaged software • California
This Employment Agreement (“Agreement”) is entered into between Dana Waldman (“Executive”), an individual, and Zeros & Ones, Inc. (“Zeros & Ones”), a Nevada corporation, effective January 1, 2007 (“Effective Date”). Zeros & Ones and Executive wish to memorialize the terms on which Executive is employed by Zeros & Ones, as described in this Agreement.
ContractZeros & Ones Inc • November 16th, 2006 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ZEROS AND ONES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AGREEMENTLoan Agreement • November 17th, 2008 • Voyant International CORP • Services-prepackaged software • California
THIS LOAN AGREEMENT (this “Agreement”), is executed as of October 14, 2008, by and between Voyant International Corporation a Nevada corporation (the “Company”), and The Brown Family Trust, an Alaskan trust (the “Lender”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2009 • Voyant International CORP • Services-prepackaged software
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 15, 2009 (the “Effective Date”) by and between Voyant International Corporation, a Nevada corporation (the “Company”), and Ascendiant Capital Group, LLC (“Capital Group”) and Ascendiant Equity Partners, LLC(“Equity Partners” and either Capital Group or Equity Partners, the “Purchaser,” as designated pursuant to Section 6.1(e) of that certain Securities Purchase Agreement dated April 13, 2009 by and between the Company, Capital Group, and Equity Partners (the “Purchase Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
PARTIAL SETTLEMENT AGREEMENT AND RELEASEPartial Settlement Agreement and Release • November 19th, 2007 • Voyant International CORP • Services-prepackaged software • Florida
THIS AGREEMENT is dated as of September 6, 2007 and is made by and between CONGREGATION AHAVAS TZEDOKAH VECHESED, INC.(“CONGREGATION”) and VOYANT INTERNATIONAL CORPORATION (“VOYANT”).
EXHIBIT 10.9 AMENDMENT TO PLANS OF REORGANIZATION AND EXCHANGE AND ASSET PURCHASE AGREEMENTS The undersigned, signatories to those certain plans of reorganization and exchange and asset purchase agreements (collectively, the "Agreements"), by and...Zeros & Ones Inc • April 26th, 2000 • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2009 • Voyant International CORP • Services-prepackaged software
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company, Capital Group and Equity Partners (the “Purchase Agreement”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 9th, 2009 • Voyant International CORP • Services-prepackaged software • California
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is entered into effective as of March 31, 2009, by and among The Brown Family Trust, an Alaskan Trust (“Lender”), WAA, LLC, a Nevada limited liability company (“WAA”), White Star LLC (“White Star”), SRZ Trading LLC (“SRZ”), Mueller Trading LP (“Mueller”), Jason Lyons (“Lyons”; White Star, SRZ, Mueller, and Lyons collectively, the “White Star Lenders”), Voyant International Corporation, a Nevada corporation (“Borrower”), RocketStream, Inc., a Nevada corporation (“RSI”), and Zeros & Ones Technologies, Inc., a Delaware corporation (“ZOTI”; RSI and ZOTI collectively, the “Guarantors”).
PARTIAL SETTLEMENT AGREEMENT AND RELEASEPartial Settlement Agreement and Release • November 19th, 2007 • Voyant International CORP • Services-prepackaged software • Florida
THIS AGREEMENT is dated as of September 6, 2007 and is made by and between CONGREGATION AHAVAS TZEDOKAH VECHESED, INC.(“CONGREGATION”) and VOYANT INTERNATIONAL CORPORATION (“VOYANT”).
GUARANTEE AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of The Brown Family Trust, an Alaskan trust, as Secured Party Dated as of March 31, 2009Guarantee and Collateral Agreement • April 9th, 2009 • Voyant International CORP • Services-prepackaged software • California
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2009, is made by Voyant International Corporation, a Nevada corporation (the “Maker”), and each of the other signatories hereto other than the Secured Party (the Maker and each of the other signatories hereto other than the Secured Party, being sometimes referred to herein collectively as the “Grantors”), in favor of The Brown Family Trust, an Alaskan trust, as Secured Party (the “Secured Party”).
RECITALSPlan of Reorganization and Asset Purchase Agreement • July 23rd, 1999 • Zeros & Ones Inc • Blank checks • California
ASSIGNMENTAssignment • November 16th, 2006 • Zeros & Ones Inc • Services-prepackaged software • California
This Assignment dated November 9, 2006 evidences an assignment by WAA, LLC, a limited liability company organized under the laws of the State of Delaware (“WAA”), to Zeros & Ones, Inc., a corporation organized under the laws of the State of Nevada (“ZROS”), and certain related agreements between WAA and ZROS.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2008 • Voyant International CORP • Services-prepackaged software • California
This Intercreditor Agreement (this “Agreement”), is made the 29th day of February, 2008, by and between MapleRidge Insurance Services, Inc., a California S corporation (“Lender”), and WAA, LLC (“WAA”), and is acknowledged by Voyant International Corporation (the “Borrower”).
RECITALSReorganization and Exchange Agreement • July 23rd, 1999 • Zeros & Ones Inc • Blank checks • California
SECURITY AGREEMENTSecurity Agreement • March 11th, 2008 • Voyant International CORP • Services-prepackaged software • California
This Security Agreement (“Agreement”) is made this 29th day of February, 2008 (the “Effective Date”), by and between Voyant International Corporation, a Nevada corporation (“Debtor”) whose address is 530 Lytton Ave. 2nd Floor, Palo Alto, CA 94301 and MapleRidge Insurance Services, Inc., a California S corporation, whose address is 114 Pacifica, Suite 130, Irvine, CA 92618.
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 9th, 2009 • Voyant International CORP • Services-prepackaged software • New York
This Intercreditor Agreement (this “Agreement”), is made the 26th day of January, 2009, by and between White Star LLC, Mueller Trading L.P., Jason Lyons, and SRZ Trading, LLC (collectively, the “Lenders”), and WAA, LLC with an address of c/o Voyant International Corporation, 530 Lytton Avenue, 2nd Floor, Palo Alto, California 94301 (“WAA”), and is acknowledged by Voyant International Corporation, 444 Castro Street, Suite 318, Mountain View, California 94041 (together with its subsidiaries, the “Borrower”).
AMENDMENTSecured Promissory Notes • April 9th, 2009 • Voyant International CORP • Services-prepackaged software
This Amendment to Secured Promissory Notes, dated as of March 31, 2009 (this “Amendment”) is executed by White Star, LLC, Mueller Trading, L.P., Jason Lyons, an individual and SRZ Trading, LLC (collectively, the “Lenders”), for the purposes set forth herein.
GUARANTYGuaranty • November 19th, 2007 • Voyant International CORP • Services-prepackaged software • New York
GUARANTY (the “Guaranty”), dated as of August 9, 2007, by Rocketstream Holding Corporation, a Nevada corporation, and RocketStream, Inc., a Georgia corporation, each with an address of c/o Voyant International Corporation, 530 Lytton Ave., 2nd Floor, Palo Alto, CA 94301 (each a “Guarantor”, collectively, the “Guarantors”), in favor of Congregation Ahavas Tzedokah Vechesed Inc., with an office at 1347 42nd Street, Brooklyn, NY 11219-1406 (the “Secured Party”).
Schedule Prepared in Accordance with Instruction 2 to Item 601 of Regulation S-KVoyant International CORP • November 19th, 2007 • Services-prepackaged software
The Intercreditor Agreement dated November 16, 2007, between WAA, LLC and J & N Invest, LLC is substantially identical in all material respects to the Intercreditor Agreement dated August 9, 2007, between WAA, LLC and Congregation Ahavas Tzedokah Vechesed, Inc. (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-QSB for the period ended September 30, 2007 and incorporated herein by reference) except as to the later creditor with which the agreement is made by WAA. LLC and the obligations to such later creditor which are the subject of the agreement.
SHARE EXCHANGE AGREEMENT by and among ZEROS & ONES, INC. a Nevada Corporation, ROCKETSTREAM HOLDING CORPORATION a Nevada Corporation and ROCKETSTREAM HOLDING CORPORATION SHAREHOLDERS Dated as of May 10, 2006Share Exchange Agreement • May 16th, 2006 • Zeros & Ones Inc • Services-prepackaged software • California
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2006, by and among Zeros & Ones, Inc., a Nevada corporation (“Zeros"), Rocketstream Holding Corporation, a Nevada corporation (“RHC”), and each of the RHC Shareholders listed on Schedule 1 hereto (the "RHC Shareholders"), with reference to the following:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2002 • Zeros & Ones Inc • Blank checks • California
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of January 14, 2002, by and among Joint Employers Group, Inc. and Administrative Employers Group, Inc., both California corporations (collectively, the "Company"), the shareholder of the Company listed on Exhibit A to this Agreement (the "Shareholder"), and Zeros & Ones, Inc., a Nevada corporation ("Purchaser").
LOAN AGREEMENTLoan Agreement • August 6th, 2008 • Voyant International CORP • Services-prepackaged software • California
THIS LOAN AGREEMENT (this “Agreement”), is executed as of June 9, 2008, by and between Voyant International Corporation a Nevada corporation (the “Company”), and The Blue Heron Family Trust, an Alaskan trust (the “Lender”).
BY AND AMONGShare Exchange Agreement • August 17th, 1998 • Commercial Labor Management Inc • Electronic components & accessories
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 19th, 2007 • Voyant International CORP • Services-prepackaged software • New York
This Intercreditor Agreement (this “Agreement”), is made the 9th day of August, 2007, by and between Congregation Ahavas Tzedokah Vechesed Inc., with a mailing address of 1347 42nd Street, Brooklyn, NY 11219-1406 (“CATV”), and WAA, LLC with an address of c/o Voyant International Corporation, 530 Lytton Avenue, 2nd Floor, Palo Alto, California 94301 (“WAA”), and is acknowledged by Voyant International Corporation, 530 Lytton Avenue, 2nd Floor, Palo Alto, California 94301 (the “Borrower”).
Schedule Prepared in Accordance with Instruction 2 to Item 601 of Regulation S-KVoyant International CORP • November 19th, 2007 • Services-prepackaged software
The Security Agreement dated November 16, 2007, among Voyant International Corporation, RocketStream Holding Corporation and RocketStream, Inc. and J & N Invest, LLC is substantially identical in all material respects to the Security Agreement dated August 9, 2007, among Voyant International Corporation, RocketStream Holding Corporation and RocketStream, Inc. and Congregation Ahavas Tzedokah Vechesed, Inc. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-QSB for the period ended September 30, 2007 and incorporated herein by reference) except as to the secured party and the obligations secured.
