Seaway Valley Capital Corp Sample Contracts

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ASSIGNMENT AND ASSUMPTION AGREEMENT THAT GS CARBON CORPORATION, a Delaware corporation (the "Seller"), effective as of July 1, 2007, pursuant to that certain Share Purchase Agreement effective July 1, 2007 by and between GS CLEANTECH CORPORATION (the...
Assignment and Assumption Agreement • August 16th, 2007 • Gs Carbon Corp • Services-business services, nec

THAT GS CARBON CORPORATION, a Delaware corporation (the "Seller"), effective as of July 1, 2007, pursuant to that certain Share Purchase Agreement effective July 1, 2007 by and between GS CLEANTECH CORPORATION (the "Buyer"), and all agreements executed or delivered in connection therewith (collectively, the "Purchase Documents"), and for and in considerations for the assumption by Buyer of all rights and obligations of Seller pursuant to that certain Securities Purchase Agreement dated February 28, 2007 by and between Seller and CORNELL CAPITAL PARTNERS, L.P. ("Cornell"), and Convertible Debenture issued by the Seller on even date therewith in the amount of One Million One Hundred Twenty five thousand ($1,125,000), and all agreements executed or delivered in connection therewith (collectively, the "Cornell Liabilities"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, has:

ARTICLE 1 DEFINITIONS
Seaway Valley Capital Corp • January 4th, 2008 • Services-business services, nec • California
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2005 • Directview Inc • Services-business services, nec • New York
ARTICLE 1.
Security Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
AMENDMENT
Seaway Valley Capital Corp • October 23rd, 2007 • Services-business services, nec
MERGER AGREEMENT by and among Seaway Valley Capital Corporation, Seaway Valley Acquisition Corp.,
Merger Agreement • October 23rd, 2007 • Seaway Valley Capital Corp • Services-business services, nec • Delaware
CREDIT AND SECURITY AGREEMENT BY AND AMONG PATRICK HACKETT HARDWARE COMPANY WISEBUYS STORES, INC.
Credit and Security Agreement • March 12th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • New York
EXHIBIT 2.0 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 3rd, 2003 • Boston Pacific Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
RECITALS:
Employment Agreement • March 4th, 2004 • Directview Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
ARTICLE 1.
Security Agreement • April 18th, 2006 • Directview Inc • Services-business services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 9th, 2009 • Seaway Valley Capital Corp • Services-business services, nec • Massachusetts

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 5, 2009, by and between Seaway Valley Capital Corporation a Delaware corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”).

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RECITALS:
Pledge and Escrow Agreement • April 18th, 2006 • Directview Inc • Services-business services, nec • New Jersey
DRAWDOWN EQUITY FINANCING AGREEMENT
Drawdown Equity Financing Agreement • June 9th, 2009 • Seaway Valley Capital Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT dated as of the 5th day of June 2009 (the “Agreement”) between Auctus Private Equity Fund, LLC a Massachusetts corporation (the “Investor”), and Seaway Valley Capital Corporation a corporation organized and existing under the laws of the State of Delaware (the “Company”).

WITNESSETH
Securities Purchase Agreement • April 18th, 2006 • Directview Inc • Services-business services, nec • New Jersey
SUBSCRIPTION AGREEMENT Regulation A SHARES
Subscription Agreement • November 22nd, 2023 • 1812 Brewing Company, Inc. • Services-business services, nec • Florida

THIS SUBSCRIPTION AGREEMENT made as of the ____ day of ______________, 2023, between 1812 BREWING COMPANY, INC., a corporation organized under the laws of the State of Florida, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).

RECITALS:
Stock Exchange Agreement • March 4th, 2004 • Directview Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
DIRECTVIEW, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
ARTICLE I PURCHASE AND SALE OF STOCK AND SPECIFIED OBLIGATIONS
Subsidiary Stock Purchase Agreement • October 13th, 2006 • Directview Inc • Services-business services, nec
WITNESSETH:
Securities Purchase Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
BACKGROUND
Escrow Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
ARTICLE I DEFINITIONS
Liability Company Operating Agreement • February 8th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Delaware
PROMISSORY NOTE
Promissory Note • December 30th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Florida

This Promissory Note, dated December 17, 2008, (the “Note”) is by and between the Majority Shareholders of The Americas Learning Centers, Inc., as listed in Exhibit A, (the “Holders”) and Hackett’s Stores, Inc., with a business address of 2001 SE Sailfish Point Blvd., #112, Stuart, Florida 34996, a Florida corporation, (the “Borrower” or “Company”), and is exempt from registration under the Securities Act of 1933 of the United States, as amended.

EMPLOYMENT AGREEMENT
Employment Agreement • June 6th, 2008 • Seaway Valley Capital Corp • Services-business services, nec

THIS EMPLOYMENT AGREEMENT made this 1st day of June, 2008 (the “Effective Date”), by and between CHRISTOPHER M. SWARTZ, individually, whose address is 234 Paddock, Watertown, New York 13601 (hereinafter, at times, referred to as the "Executive"), and SEAWAY VALLEY CAPITAL CORPORATION (“Seaway” or the “Company”), a corporation of the State of Delaware, whose address is 10-18 Park Street, 2nd Floor, Gouverneur, New York. Company and Executive shall hereinafter collectively, at times, be referred to as the "Parties" or individually, at times, as a "Party" and this Employment Agreement shall hereinafter, at times, be referred to as the "Agreement."

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