VITACUBE SYSTEMS HOLDINGS, INC. Units consisting of Shares of Common Stock (Par Value $ Per Share) and Redeemable Class A and Class B Public Warrants to Purchase Shares of Common Stock FORM OF UNDERWRITING AGREEMENTVitacube Systems Holdings Inc • January 18th, 2005 • Medicinal chemicals & botanical products • New York
Shemano, in order to cover over-allotments in the sale of the Offered Units, may purchase up to an aggregate of units (the "Optional Units"), each Optional Unit consisting of two Common Shares (collectively, "Optional Shares"), one redeemable Class A public warrant identical to the Class A Warrants, and one redeemable Class B public warrant identical to the Class B Warrants (collectively, the "Optional Warrants"). The Offered Units and the Optional Units are sometimes collectively referred to as the "Units"; the Offered Shares and the Optional Shares are hereinafter sometimes collectively referred to as the "Shares"; and the Offered Warrants and the Optional Warrants are hereinafter sometimes collectively referred to as the "Warrants." The Warrants will be issued pursuant to a Warrant Agreement substantially in the form of Exhibit to the Registration Statement (as hereinafter defined) (the "Warrant Agreement") to be dated as of the Closing Date (as hereinafter defined) by and among the
UNDERWRITER'S UNIT WARRANT AGREEMENTWarrant Agreement • January 18th, 2005 • Vitacube Systems Holdings Inc • Medicinal chemicals & botanical products • New York
UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of , 2005, between VitaCube Systems Holdings, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").
CONSULTING AGREEMENTConsulting Agreement • January 18th, 2005 • Vitacube Systems Holdings Inc • Medicinal chemicals & botanical products • Colorado
This Consulting Agreement (the "Agreement") is made and entered into as of the 1st day of April 2004 by and between VitaCube Systems Holdings, Inc., a Colorado corporation ("VitaCube" or "Company") and Peak Performance Nutrition Ltd., a Nevada corporation ("PPN").
OFFICE LEASEVitacube Systems Holdings Inc • January 18th, 2005 • Medicinal chemicals & botanical products
Term beginning on July 1, 2001, and ending on December 31, 2003, unless the term hereof shall be sooner terminated as hereinafter provided.
