AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among REAL-ESTATEFORLEASE.COM, INC., UNI-PIXEL MERGER SUB, INC., GEMINI V, INC., UNI-PIXEL DISPLAYS, INC. AND THOSE STOCKHOLDERS OF REAL-ESTATEFORLEASE.COM, INC. LISTED ON EXHIBIT "A" AS "COMPANY...Agreement and Plan of Merger and Reorganization • February 18th, 2005 • Uni-Pixel • Real estate
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is entered into as of December 7, 2004 by and among Real-Estateforlease.com, Inc., a Delaware corporation (the "Company"), Uni-Pixel Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Gemini V, Inc., a Delaware corporation ("Gemini"), Uni-Pixel Displays, Inc., a Texas corporation ("Uni-Pixel") and those stockholders of the Company listed on Exhibit A as Company Stockholders (the "Company Stockholders"). The Company, Merger Sub, Gemini, Uni-Pixel and the Company Stockholders are each a "Party" and together are "Parties" to this Agreement.
Real-Estateforlease.com, Inc. c/o Benchmark Equity Group 700 Gemini, Suite 100 Houston, TX 77058 Telephone: (281) 488-3883 Facsimile: (281) 488-5353Uni-Pixel • February 18th, 2005 • Real estate • Texas
The following consulting agreement (this "Agreement") sets forth our understanding with respect to Fordham Financial Management, Inc., a Colorado corporation ("Fordham"), providing financial advisory consulting services for Real-Estateforlease.com, Inc., a Delaware corporation (the "Company"). Any capitalized terms used but not defined herein shall have the meaning given to them in that certain Placement Agent Agreement entered into between Fordham and the Company dated November 22, 2004.
Real-Estateforlease.com, Inc. c/o Benchmark Equity Group 700 Gemini, Suite 100 Houston, TX 77058 Telephone: (281) 488-3883 Facsimile: (281) 488-5353 PLACEMENT AGENT AGREEMENTUni-Pixel • February 18th, 2005 • Real estate • New York
Real-estateforlease.com, Inc., a Delaware corporation (the "Company"), confirms its agreement with Fordham Financial Management, Inc., a Colorado corporation (the "Placement Agent"), with respect to the sale by the Company of up to 153 Units, each Unit (the "Unit") consisting of 15,000 shares of Series A Convertible Preferred Stock (the "Shares") to be offered for sale pursuant to a Confidential Private Placement Memorandum (the "Memorandum") to be provided to investors, at a purchase price of $52,500 per Unit. The Placement Agent has the right to increase the maximum offering by up to 80 Units without the consent of investors in the offering. Each Share shall be convertible into two shares of Common Stock at any time after issuance. Dividends at the rate of $.21 per share (equivalent to 6%) per year shall be payable on an annual basis at the option of the Company in cash or in Shares commencing December 31, 2004. The dividends payable on December 31, 2004 shall be pro rated from the d
EMPLOYEE INTELLECTUAL PROPERTY ASSIGNMENT AND NONDISCLOSURE AGREEMENTAssignment and Nondisclosure Agreement • February 18th, 2005 • Uni-Pixel • Real estate
This Agreement is effective as of , 200 ("Effective Date"), between , a corporation having its principal office at (hereinafter identified as the "Company"), and (the "Employee").
UNI-PIXEL DISPLAY, INC. LOCK-UP AGREEMENTUni-Pixel • February 18th, 2005 • Real estate
Uni-Pixel Displays, Inc., a Texas corporation (the "Company"), has advised me that it is seeking to raise a minimum of $3.5 million through a private equity offering of shares of common stock or Series A Preferred Stock (the "Shares") of the parent company surviving after a merger of the Company with a public shell company or one of its subsidiaries (the "Merger"). The Shares (either common stock or preferred stock) being offered will be sold in a private offering through Fordham Financial Management, Inc., as placement agent (the "Managing Dealer"), on a "best efforts basis" solely to "accredited investors" as such term is defined under Rule 501 (a) of Regulation D, promulgated under the Securities Act of 1933, as amended. The initial closing of the private offering of the Shares will occur on the date the Company consummates the sale of the Shares generating a minimum of $3.5 million in gross proceeds to the Company and/or the public shell company on terms and conditions acceptable t
CANCELLATION AND TRANSFER AGREEMENTCancellation and Transfer Agreement • February 18th, 2005 • Uni-Pixel • Real estate • Texas
This Cancellation and Transfer Agreement (this "Agreement") is made as of November 15, 2004 by and among Real-Estateforlease.com., Inc., a Delaware corporation (the"Company"), David Disalvo, in his individual capacity ("Disalvo"), Frank DeLape, in his individual capacity ("DeLape"), Lakeview Investment Trust (the "Trust") and William Baquet, in his individual capacity ("Baquet").
INDEX TO OFFICE LEASE SYNERGY CENTER NORTH, LANDLORD AND UNI-PIXEL DISPLAYS, INC., TENANTOffice Lease Agreement • February 18th, 2005 • Uni-Pixel • Real estate
This is a Lease Agreement made and entered into between First Metro Limited Partnership, as "Landlord", and Uni-Pixel Displays, Inc., as "Tenant", whether one or more.
