COMMON STOCK PURCHASE WARRANT To Purchase 275,000 Shares of Common Stock of AZUR HOLDINGS, INC.Azur Holdings, Inc. • March 9th, 2006 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Guzov Ofsink, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azur Holdings, Inc., a Delaware corporation (the “Company”), up to 275,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSecurities Purchase Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • New York
SECURITIES PURCHASE AGREEMENT, dated as of March 8, 2006 (this “Agreement”), between AZUR HOLDINGS, INC., a Delaware corporation with principal executive offices at 101 NE 3rd Avenue, Suite 1220, Fort Lauderdale, Florida 33301 (the “Company”), and GRAYBRICK PARTNERS I LLC, a Delaware limited liability company with its principal offices at 509 Madison Avenue, 15th Floor, New York, New York 10022 (the “Purchaser”).
ContractWarrant • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT, (the “Agreement”), entered into on the 28th day of February 2006 and effective as of the 1st day March 2006 (the “Effective Date”), by and between Donald C. Winfrey (the “Executive”), and Azur Holdings, Inc., a Delaware corporation (collectively the “Corporation”).
Consulting Services AgreementConsulting Services Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Florida
This Employment Agreement (the “Agreement”), entered into as of the 28th day of February 2006 and effective as of the 1st day of March 2006 (the “Effective Date”) by and between Azur Holdings, Inc., a Delaware company (“Corporation”), and Donald Goree (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Azur Holdings, Inc. • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT, (the “Agreement”), entered into on the 28th day of February 2006 and effective as of the 1st day of March 2006 (the “Effective Date”), by and between Albert J. Lazo (the “Executive”), and Azur Holdings Inc., a Delaware corporation (the “Company”).
