ContractScience Dynamics Corp • September 25th, 2006 • Telephone & telegraph apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SCIENCE DYNAMICS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 19th day of September, 2006, by and among Science Dynamics Corporation , a Delaware corporation (the “Company”), and Barron Partners L.P., a Delaware limited partnership, (the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among the Company and the Investor.
SECURITIES PURCHASE AGREEMENT BETWEEN SCIENCE DYNAMICS CORPORATION AND BARRON PARTNERS LP DATED September 15, 2006Securities Purchase Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of September, 2006 between Science Dynamics Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”) and Barron Partners LP, a Delaware limited partnership (“Investor”).
Science Dynamics Inc. Lock Up AgreementLock Up Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus
The undersigned hereby agrees that for a period commencing on the date hereof and expiring twenty-four months from the date hereof, the undersigned will not, directly or indirectly, agree or offer to sell or grant an option for the sale of any shares of the Common Stock of Science Dynamics, Inc. (the “Company”) in the public market, provided, however, this restriction shall not apply to shares of the Company’s Common Stock issued pursuant to stock option or long-term incentive plans that are approved by the Company’s Compensation Committee provided the members of such Compensation Committee were comprised of a majority of independent directors. Without limiting the generality of the foregoing, the Investors agree not to directly or indirectly offer to sell, grant an option for the purchase or sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber or dispose of any securities in the Company unless the transferee first agrees to be bound by the provisions of this
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of __ day of September, 2006 by and among Science Dynamics Corporation, a Delaware corporation (the “Company”), and the shareholders of the company listed on Schedule I hereto the (each and “RTI Shareholder” and collectively, the “RTI Shareholders” )
SECOND AMENDED AND RESTATED SECURED TERM NOTESecured Term Note • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New York
Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof between the Borrower and the Holder (as amended, modified or supplemented from time to time, the “Purchase Agreement”).
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New York
This OMNIBUS AMENDMENT AND WAIVER (this “Amendment”), dated as of September 18, 2006, is entered into by and between SCIENCE DYNAMICS CORPORATION, a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending and amending and restating and waiving certain terms of (i) the Amended and Restated Secured Convertible Term Note, issued as of February 11, 2005 and amended and restated as of July 21, 2006 (as amended and restated, amended, modified and supplemented from time to time, the “Term Note”) by the Company to Laurus, (ii) the Securities Purchase Agreement, dated as of February 11, 2005 (as amended, modified or supplemented from time to time, the “Purchase Agreement”) by and between the Company and Laurus, (iii) the Common Stock Purchase Warrant, issued as of February 11, 2005 by the Company to Laurus (as amended and restated, amended, modified and supplemented from time to time, the “Initial Warrant”), (iv) the C
ESCROW AGREEMENTEscrow Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of August 23, 2006, by and among Barron Partners LP, a Delaware limited liability company (the “Purchaser”), Science Dynamics Corporation, a Delaware corporation (the “Company”), and Sichenzia Ross Friedman Ference LLP, with an address at 1065 Avenue of the Americas, New York, New York 10018 (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New Jersey
This Escrow Agreement ("Agreement") is made as of this ___ day of ____________, 2006 by and between Science Dynamics Corporation, a Delaware corporation (“Purchaser”), Ricciardi Technologies, Inc., a Virginia corporation (“Company”), and the individuals listed on Schedule 1 hereto (“Owners”), and Shaiman, Drucker, Beckman, Sobel & Stutman, LLP, as escrow agent (the "Escrow Agent"). All capitalized terms used in this Agreement shall, unless otherwise defined herein, shall have the same meanings ascribed to such terms in the Stock Purchase Agreement (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus
AMENDMENT (the “Amendment”) dated August 28, 2006 to the Employment Agreement made and effective on March 7, 2005 (the “Noto Employment Agreement”) by and between Science Dynamics Corporation, a Delaware corporation (the “Company”), and Joe Noto Burgess, an individual (the “Executive”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • New Jersey
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated September _____ , 2006, made by Science Dynamics Corporation, a Delaware corporation having offices at 7150 N. Park Drive, Suite 500, Pennsauken, New Jersey 08109 (“Pledgor”) in favor of and being delivered to Michael Ricciardi (“Owner Representative”) as a representative of all of the Owners (collectively, the “Pledgee”) in connection with that certain Stock Purchase Agreement, dated as of September __, 2006, by and between Pledgor, Ricciardi Technologies, Inc. (“Company”) and the Owners set forth on Schedule O thereto (the “Purchase Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus
AMENDMENT (the “Amendment”) dated August 28, 2006 to the Employment Agreement (the “Burgess Employment Agreement”) by and between Science Dynamics Corporation, a Delaware corporation (the “Company”), and Paul Burgess, an individual (the “Executive”).
STOCK PURCHASE AGREEMENT by RICCIARDI TECHNOLOGIES, INC., ITS OWNERS, INCLUDING MICHAEL RICCIARDI AS THE OWNER REPRESENTATIVE and SCIENCE DYNAMICS CORPORATION DATED AS OF SEPTEMBER 12, 2006Stock Purchase Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • Virginia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of September 12, 2006 by and among SCIENCE DYNAMICS CORPORATION, a Delaware corporation (“Purchaser”), RICCIARDI TECHNOLOGIES, INC., a Virginia corporation (the “Company”) and those other persons listed on Schedule O hereto (the “Owners”) and Michael Ricciardi, one of the Owners and as a representative of all of the Owners (the “Owner Representative”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2006 • Science Dynamics Corp • Telephone & telegraph apparatus • Virginia
THIS EMPLOYMENT AGREEMENT (“Agreement”) executed as of the ___ day of __________, 2006, by and between Science Dynamics Corporation, a Delaware corporation (“Employer”) and Michael Ricciardi (“Employee”) an individual resident of Virginia.
