EXHIBIT 10.8 ----------- ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of April 28, 2005 by VALENTEC SYSTEMS, INC., a Delaware corporation (the "COMPANY"); CORNELL CAPITAL PARTNERS, LP, a...Escrow Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
Exhibit 10.4 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of April 28, 2005, by and between VALENTEC SYSTEMS, INC., (the "COMPANY"), and MONTGOMERY EQUITY PARTNERS, LTD. (the...Security Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- KNOW ALL MEN BY THESE PRESENTS: THAT VALENTEC SYSTEMS, INC., a Delaware corporation (the "SELLER"), as of June 6, 2005, for and in consideration for the assumption by...Assignment and Assumption Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices
THAT VALENTEC SYSTEMS, INC., a Delaware corporation (the "SELLER"), as of June 6, 2005, for and in consideration for the assumption by ACORN HOLDING CORP. (the "BUYER") of all rights and obligations of the Seller pursuant to that certain Promissory Note (the "NOTE") and related documents, instruments and agreements therewith all dated April 28, 2005 by and between the Seller and MONTGOMERY EQUITY PARTNERS, LTD. ("MONTGOMERY"), and the Standby Equity Distribution Agreement (the "SEDA") and related documents, instruments and agreements therewith all dated as of April 28, 2005, by and between Seller and CORNELL CAPITAL PARTNERS, LP ("CORNELL"), a Delaware limited partnership (both Montgomery and Cornell shall be referred to individually as an "INVESTOR" and collectively as the "INVESTORS"), and all agreements executed or delivered in connection therewith and dated April 28, 2005 (collectively, the "ASSIGNED AGREEMENTS"), and other good and valuable consideration, the receipt and sufficien
EXHIBIT 10.7 ------------ VALENTEC SYSTEMS, INC. PLACEMENT AGENT AGREEMENTEscrow Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
EXHIBIT 10.2 STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- THIS AGREEMENT dated as of the 28th day of April 2005 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and...Equity Distribution Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
Exhibit 10.6 ------------- REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 28, 2005 by and between VALENTEC SYSTEMS, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Registration Rights Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
