ARTICLE 1 DEFINITIONSSeaway Valley Capital Corp • January 4th, 2008 • Services-business services, nec • California
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 30, 2007, by and among SEAWAY VALLEY CAPITAL CORPORATION, a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • December 7th, 2007 • Seaway Valley Capital Corp • Services-business services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 1, 2005 by and between DIRECTVIEW, INC., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Registration Rights Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of this 22nd day of November, 2006, by and between DirectView, Inc., a Nevada corporation (the "Nevada Corporation"), and GS Carbon Corporation, a...Agreement and Plan of Merger • December 7th, 2006 • Gs Carbon Corp • Services-business services, nec
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of February ___, 2007, by and between GS CARBON CORP., a Delaware corporation with its principal place of business located at One Penn Plaza, Suite...Security Agreement • February 27th, 2007 • Gs Carbon Corp • Services-business services, nec • New Jersey
SHARE PURCHASE AGREEMENT THIS AGREEMENT is made as of the 31st day of August, 2006 AMONG: DIRECTVIEW, INC., a company formed pursuant to the laws of the State of Delaware and having an office for business located at 7700 West Camino Real, Suite 200,...Share Purchase Agreement • October 13th, 2006 • Directview Inc • Services-business services, nec • New Jersey
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:
STOCK PURCHASE AGREEMENTStock 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
Execution Version EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this "Agreement"), dated as of March 4, 2008, by and among SEAWAY VALLEY CAPITAL CORPORATION, a Delaware corporation (the "Company"), and YA GLOBAL INVESTMENTS, L.P. (the "Buyer")....Exchange Agreement • March 12th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • New Jersey
SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of December __, 2007 (this "Agreement") by and between Seaway Valley Capital Corporation, a Delaware corporation, with principal executive offices located at 10-18 Park Street, 2nd...Securities Purchase Agreement • January 4th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • California
Dated: February __, 2007 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Gs Carbon Corp • February 27th, 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 MERGERAgreement 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
STOCK PURCHASE AGREEMENT PATRICK HACKETT HARDWARE COMPANY AGREEMENT, made as of the 18th day of May, 2007, by and between JULIANN HACKETT CLIFF, residing at 711 Montgomery Street, Ogdensburg, New York, PATRICK HACKETT, JR., residing at 210 Elizabeth...Stock Purchase Agreement • October 23rd, 2007 • Seaway Valley Capital Corp • Services-business services, nec • New York
EXHIBIT 10.18 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 23, 2006, by and among DIRECTVIEW, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on...Investor Registration Rights Agreement • April 18th, 2006 • Directview Inc • Services-business services, nec • New Jersey
STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated April 1, 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and DIRECTVIEW, INC., a corporation organized and existing under the laws...Equity Distribution Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
RECITALS:Pledge and Escrow Agreement • April 18th, 2006 • Directview Inc • Services-business services, nec • New Jersey
DRAWDOWN EQUITY FINANCING AGREEMENTDrawdown 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”).
WITNESSETHSecurities Purchase Agreement • April 18th, 2006 • Directview Inc • Services-business services, nec • New Jersey
SUBSCRIPTION AGREEMENT Regulation A SHARESSubscription 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”).
AMENDMENTSeaway Valley Capital Corp • October 23rd, 2007 • Services-business services, nec
RECITALS:Stock Exchange Agreement • March 4th, 2004 • Directview Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
DIRECTVIEW, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
ARTICLE I PURCHASE AND SALE OF STOCK AND SPECIFIED OBLIGATIONSSubsidiary 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
BACKGROUNDEscrow Agreement • April 7th, 2005 • Directview Inc • Services-business services, nec • New Jersey
ARTICLE I DEFINITIONSLiability Company Operating Agreement • February 8th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Delaware
PROMISSORY NOTEPromissory 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 AGREEMENTEmployment 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."
GS CARBON TRADING, INC. SHARE PURCHASE AGREEMENT by and between DIRECTVIEW, INC., as the Purchaser, and GS ENERGY CORPORATION, as the Seller. SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 7th, 2006 • Directview Inc • Services-business services, nec • New Jersey
DIRECTVIEW, INC., a company formed pursuant to the laws of the State of Delaware and having an office for business located at 7700 West Camino Real, Suite 200, Boca Raton, Florida 33433 (“Purchaser”)
