NON-COMPETITION, CONFIDENTIALITY AND CONTINUITY OF BUSINESS DEALINGS UNDERTAKINGVenturi Technologies Inc • August 3rd, 1998
VENTURI TECHNOLOGY ENTERPRISES, INC. 1327 North State Street Orem, Utah 84057 July 22, 1998Venturi Technologies Inc • August 3rd, 1998
2 3 (b) If the Requesting Holders intend to distribute the Registrable Stock covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their request pursuant to Section 2.(a) above, and the Company...Registration Rights Agreement • August 3rd, 1998 • Venturi Technologies Inc • Nevada
2- 3 In the event of any merger of the Company (except with a subsidiary) or any acquisition of 80 percent or more of its gross assets or stock, or any reorganization or liquidation of the Company (an "Event"), the Board shall make arrangements (the...Incentive Stock Option Agreement • August 3rd, 1998 • Venturi Technologies Inc
1 EXHIBIT 10.18 AGREEMENT OF PURCHASE AND SALE OF ASSETS This AGREEMENT OF PURCHASE AND SALE OF ASSETS is entered into as of the 31 day of March, 1998, by and between Michael Shurtliff, doing business under the name Protech Carpet Cleaning and Flood...Agreement of Purchase and Sale • August 3rd, 1998 • Venturi Technologies Inc • Utah
LOCK UP AGREEMENTLock Up Agreement • August 3rd, 1998 • Venturi Technologies Inc
2 3 e. This Agreement is the result of arm's-length negotiations between, and has been reviewed by, each Party and its counsel. Accordingly, this Agreement shall be deemed to be the product of both Parties, and no ambiguity shall be construed in favor...Warrant Purchase Agreement • August 3rd, 1998 • Venturi Technologies Inc • Utah
1 Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 31st day of December, 1997 by and between VENTURI TECHNOLOGY ENTERPRISES, INC., a Nevada corporation (the "Company")...Registration Rights Agreement • August 3rd, 1998 • Venturi Technologies Inc • Nevada
2- 3 7. Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its main office. Such notice shall state the election to exercise the Option and the number of...Non-Statutory Stock Option Agreement • August 3rd, 1998 • Venturi Technologies Inc
RECITALSStock Purchase Agreement • August 3rd, 1998 • Venturi Technologies Inc • Utah
PLACEMENT AGREEMENT OF VENTURI TECHNOLOGY ENTERPRISES, INC.Placement Agreement • August 3rd, 1998 • Venturi Technologies Inc • Nevada
2- 3 Its: -3- 4 SCHEDULE "A" (To Bill of Sale)Venturi Technologies Inc • August 3rd, 1998
2- 3 SCHEDULE "A" (To Bill of Sale and Assignment)Venturi Technologies Inc • August 3rd, 1998
SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • August 3rd, 1998 • Venturi Technologies Inc • Texas
1 EXHIBIT 4.8 LOCK UP AGREEMENTUp Agreement • August 3rd, 1998 • Venturi Technologies Inc
1 Exhibit 10.40 STOCK-FOR-STOCK-AGREEMENT REORGANIZATION AGREEMENT between HiTek Carpet Care, Inc., a Nevada corporation (hereinafter referred to as "HiTek"), and shareholders of Venturi Technologies, Inc., a Texas corporation (hereinafter referred to...Stock-Agreement • August 3rd, 1998 • Venturi Technologies Inc
March 10, 1998Venturi Technologies Inc • August 3rd, 1998 • Utah
AGREEMENT AND PLAN OF REORGANIZATION OF VENTURI TECHNOLOGIES, INC. a Texas Corporation AND HITEK CARPET CARE, INC. a Nevada CorporationAgreement and Plan • August 3rd, 1998 • Venturi Technologies Inc
1 Exhibit 10.37 INVESTOR SUBSCRIPTION AGREEMENT OF VENTURI TECHNOLOGY ENTERPRISES, INC. THIS INVESTOR SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into as of this 31st day of December, 1997, by and between VENTURI TECHNOLOGY...Investor Subscription Agreement • August 3rd, 1998 • Venturi Technologies Inc • Nevada
RECITALSMaster Lease Agreement • August 3rd, 1998 • Venturi Technologies Inc • Utah
3 4 least five days prior notice to the other party, until the condition has been met (which all parties will use their best efforts to cause to happen), but in no event to a date later than April 30, 1996.Agreement of Purchase and Sale • August 3rd, 1998 • Venturi Technologies Inc • Utah
VENTURI TECHNOLOGY ENTERPRISES, INC. 1327 North State Street Orem, Utah 84057 [Date]Venturi Technologies Inc • August 3rd, 1998
RECITALSAgreement of Collateral • August 3rd, 1998 • Venturi Technologies Inc
REQUIREMENTS CONTRACTRequirements Contract • August 3rd, 1998 • Venturi Technologies Inc
2- 3 By: ----------------------------------------------- Its: -3- 4 SCHEDULE "A" (To Bill of Sale)Venturi Technologies Inc • August 3rd, 1998
RECITALSExclusive Use and Purchase Agreement • August 3rd, 1998 • Venturi Technologies Inc • Utah
NON-COMPETITION, CONFIDENTIALITY AND CONTINUITY OF BUSINESS DEALINGS UNDERTAKINGVenturi Technologies Inc • August 3rd, 1998
1 EXHIBIT 10.24 LIABILITIES UNDERTAKING THIS LIABILITIES UNDERTAKING dated April ___, 1998, by VENTURI TECHNOLOGY ENTERPRISES, INC., a Nevada corporation (hereinafter called the "Purchaser"), and Reed Thomas Buley, doing business as a sole...Venturi Technologies Inc • August 3rd, 1998
1 EXHIBIT 10.29 LIABILITIES UNDERTAKING THIS LIABILITIES UNDERTAKING dated effective as of July 3, 1998, by VENTURI TECHNOLOGY ENTERPRISES, INC., a Nevada corporation (hereinafter called the "Purchaser"), and Daniel Mark Levine, doing business as a...Venturi Technologies Inc • August 3rd, 1998
5- 6 THESE SHARES ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS, INCLUDING A RIGHT OF FIRST REFUSAL, AS SET FORTH IN A NON- STATUTORY STOCK OPTION AGREEMENT DATED JULY 1, 1997 ON FILE WITH THE SECRETARY.Non-Statutory Stock Option Agreement • August 3rd, 1998 • Venturi Technologies Inc
Counterpart No. 2 MASTER EQUIPMENT FINANCING AGREEMENT THIS MASTER EQUIPMENT FINANCING AGREEMENT (the "Agreement") is dated as of the 18th day of June, 1996 by and between SENTRY FINANCIAL CORPORATION, a Utah corporation ("Sentry"), having its...Master Equipment Financing Agreement • August 3rd, 1998 • Venturi Technologies Inc • Utah
