ContractRockelle Corp. • April 7th, 2006 • Retail-convenience stores • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 1, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2006 • Rockelle Corp. • Retail-convenience stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2006, by and among Rockelle Corp., a Delaware corporation with its headquarters located at 162 Miller Place Road, Miller Place, NY 11764 (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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2006 • Rockelle Corp. • Retail-convenience stores • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 1, 2006, by and among Rockelle Corporation, a Delaware corporation, with headquarters located at 162 Miller Place Road, Miller Place, NY 11764 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
MEMBER NEW YORK STOCK EXCHANGERockelle Corp. • April 7th, 2006 • Retail-convenience stores
We are pleased to submit this Engagement Letter (also referred to as the “Agreement”) that sets forth the terms and conditions under which Westminster Securities Corporation (“Westminster”) and Rockelle Corporation (together with its affiliates and/or successors, collectively referred to as “Rockelle”) have agreed to work. The terms of agreement are as follows:
