0001144204-07-061790 Sample Contracts

Contract
Wherify Wireless Inc • November 14th, 2007 • Services-prepackaged software • New York

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR APPLICABLE STATE SECURITIES LAWS.

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WHERIFY WIRELESS, INC. SECURITIES PURCHASE AND OPTION AGREEMENT As of February _, 2007
Securities Purchase and Option Agreement • November 14th, 2007 • Wherify Wireless Inc • Services-prepackaged software • New York

THIS SECURITIES PURCHASE AND OPTION AGREEMENT, dated as of this ______ day of February, 2007 (this “Agreement”), is between Wherify Wireless, Inc., a Delaware corporation (the “Company”), and GPS Associates, LLC, a Delaware limited liability company (the “Purchaser”).

August 3, 2007 Jacqueline Nevilles
Wherify Wireless Inc • November 14th, 2007 • Services-prepackaged software
SEPARATION AGREEMENT AND MUTUAL RELEASE
Separation Agreement and Mutual Release • November 14th, 2007 • Wherify Wireless Inc • Services-prepackaged software • California

This six-page SEPARATION AGREEMENT AND MUTUAL RELEASE (hereinafter referred to as the “Agreement” and/or “Separation Agreement and Mutual Release”) is made and entered into by and between William Scigliano (hereinafter referred to as "Mr. SCIGLIANO") and Wherify Wireless, Inc. (hereinafter referred to as "WHERIFY"). (Mr. SCIGLIANO and WHERIFY are hereinafter collectively referred to as the “Parties.”)

Contract
Warrant And • November 14th, 2007 • Wherify Wireless Inc • Services-prepackaged software • New York

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR APPLICABLE STATE SECURITIES LAWS.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2007 • Wherify Wireless Inc • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2007, by and among Wherify Wireless, Inc. (the “Company”), a Delaware corporation and each purchaser signatory hereto (each a “Purchaser” and collectively, the “Purchasers”) of the Company’s Units and Laidlaw & Company (UK) Ltd., who received warrants (the “Agent Warrants”) in connection with the Offering as defined herein below.

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