REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2006 • ACI Global CORP • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2005, by and among ACI Global Corporation, a Delaware corporation, with headquarters located at 1051 Brinton Road, Pittsburgh, PA 15221 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • February 10th, 2006 • ACI Global CORP • New York
SECURITY AGREEMENT (this “Agreement”), dated as of August 26, 2005, by and among ACI Global Corporation, a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2006 • ACI Global CORP • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 26, 2005, by and among ACI Global Corporation, a Delaware corporation, with headquarters located at 1051 Brinton Road, Pittsburgh, PA 15221 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyxers”).
ContractExercise Agreement • February 10th, 2006 • ACI Global CORP • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 26, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • February 10th, 2006 • ACI Global CORP • New York
GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of August 26, 2005, among ACI Global Corporation, a Delaware corporation (the “Company”), Michael Howarth (the “Pledgor”), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Pledgees”).
CONFIDENTIAL INTELLECTUAL PROPERTY LICENSING AGREEMENT (Exclusive Worldwide Manufacturing, Marketing and Operational Rights) by and between Owner/Licensor: ACI Corporation AG and Licensee: ACI Technologies Ltd. Dated: 20 September 2005Intellectual Property Licensing Agreement • February 10th, 2006 • ACI Global CORP
This Intellectual Property Licensing Agreement (“Agreement”) is entered into effective this 20th day of September 2005 by and between Owner/Licensor ACI Corporation AG, a company organized and existing under the laws of Germany (“Owner/Licensor ACI AG”) and Licensee ACI Technologies, Ltd., a company organized and existing under the laws of Hong Kong (“Licensee ACI Tech”).
Dated: August 16, 2005ACI Global CORP • February 10th, 2006
This letter, when executed by the parties hereto, will constitute an agreement between ACI Global Corporation (the “Company”) and Clio General SA (“Clio”), pursuant to which the Company agrees to retain Clio as an independent consultant and Clio agrees to be retained by the Company under the terms and conditions set forth below.
