0001072613-07-001099 Sample Contracts

FIFTH ADDITIONAL ISSUANCE AGREEMENT,
Additional Issuance Agreement • May 11th, 2007 • Arkados Group, Inc. • Services-business services, nec

This Fifth Additional Issuance Agreement (this “Agreement”), dated February 28, 2007, is made pursuant to that certain Securities Purchase Agreement, dated as of June 30, 2006, as amended (the “Purchase Agreement”), by and between Arkados Group, Inc. (formerly CDKNET.COM, Inc., the “Company”), Bushido Capital Master Fund, LP (“Bushido”), Andreas Typaldos Family Limited Partnership (“Typaldos LP” and together with Bushido, the “New Purchasers”), Pierce Diversified Strategy Master Fund, LLC – Series BUS (“Pierce”) and Andreas Typaldos (“Typaldos”) for the purchase of the Company’s 6% Secured Convertible Debenture due December 28, 2008 (the “Debenture”) and the Common Stock purchase warrant issued in connection therewith (the “Warrant”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

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WAIVER AND AMENDMENT
Securities Purchase Agreement and Debenture • May 11th, 2007 • Arkados Group, Inc. • Services-business services, nec

THIS WAIVER AND AMENDMENT, dated as of March 6, 2007 (the “Waiver”), to the Securities Purchase Agreement, dated as of December 28, 2005, as amended (the “Purchase Agreement”), and the 6% Secured Convertible Debenture due December 28, 2008 (the “Debenture”) is by and among Arkados Group, Inc. (formerly CDKNET.COM, Inc.), a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND DEBENTURE
Securities Purchase Agreement and Debenture • May 11th, 2007 • Arkados Group, Inc. • Services-business services, nec

THIS WAIVER AND AMENDMENT, dated as of January 8, 2007 (the “Waiver”), to the Securities Purchase Agreement, dated as of December 28, 2005, as amended (the “Purchase Agreement”), and the 6% Secured Convertible Debenture due December 28, 2008 (the “Debenture”) is by and among Arkados Group, Inc. (formerly CDKNET.COM, Inc.), a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

FOURTH ADDITIONAL ISSUANCE AGREEMENT, AMENDMENT AND WAIVER
Fourth Additional Issuance Agreement • May 11th, 2007 • Arkados Group, Inc. • Services-business services, nec

This Fourth Additional Issuance Agreement (this “Agreement”), dated January 8, 2007, is made pursuant to that certain Securities Purchase Agreement, dated as of June 30, 2006, as amended (the “Purchase Agreement”), by and between Arkados Group, Inc. (formerly CDKNET.COM, Inc., the “Company”) Andreas Typaldos Family Limited Partnership (“Typaldos LP” or the “New Purchaser”) and Bushido Capital Master Fund, LP (“Bushido”), Pierce Diversified Strategy Master Fund, LLC – Series BUS (“Pierce”) and Andreas Typaldos (“Typaldos”) for the purchase of the Company’s 6% Secured Convertible Debenture due December 28, 2008 (the “Debenture”) and the Common Stock purchase warrant issued in connection therewith (the “Warrant”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

WAIVER AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND DEBENTURE
Securities Purchase Agreement and Debenture • May 11th, 2007 • Arkados Group, Inc. • Services-business services, nec

THIS WAIVER AND AMENDMENT, dated as of February 28, 2007 (the “Waiver”), to the Securities Purchase Agreement, dated as of December 28, 2005, as amended (the “Purchase Agreement”), and the 6% Secured Convertible Debenture due December 28, 2008 (the “Debenture”) is by and among Arkados Group, Inc. (formerly CDKNET.COM, Inc.), a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

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