Procopio, Cory, Hargreaves & Savitch Sample Contracts

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Cyber Defense Systems Inc – Contract (February 23rd, 2005)

EXHIBIT 10.1(a) CONDITIONAL LICENSE AGREEMENT This Conditional License Agreement, together with its Exhibits (the "Agreement"), is entered into as of this 10th day of November, 2003 (the "Effective Date"), between Traptec Corporation (the "Licensor"), a California corporation, and On Alert Systems, Inc. (the "Licensee"), a Tulsa, OK based corporation, a business unit of Proxity, A Publicity Traded Company, OTC: PDNW. RECITALS A. The Licensor owns or has the exclusive rights to certain letters patent and/or applications for letters patent that are pending worldwide, including patents and applications enumerated and/or described in Exhibit "A" (collectively, the "Patents"), related to the design, development, and manufacture of ultrasonic sensor devices and any related software and hardware (the "Products") utilized for the purposes of detecting the disc

Microislet – Contract (November 3rd, 2003)

EXHIBIT 10.1 MICROISLET, INC. A NEVADA CORPORATION AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of October 31, 2003 is entered into between MicroIslet, Inc., a Nevada corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, a "Purchaser" and collectively, the "Purchasers"). 1. PURCHASE. Subject to the terms and conditions of this Agreement, each Purchaser hereby agrees, severally and not jointly, to purchase and the Company hereby agrees to sell and issue the number of shares of Common Stock of the Company (the "Shares") at Fifty Cents ($0.50) per Share, represented by the purchase price indicated below such Purchaser's name on the signature page of this Agreement (the "Purchase Price"). In addition, each Purchaser shall be granted a warrant, in the form atta

Loudeye – Contract (September 2nd, 2003)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of August 28, 2003, among Loudeye Corp., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (each a "Purchaser" and collectively the "Purchasers"); and WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and each Purchaser, severally and not jointly, desires to purchase from the Company in the aggregate, up to $15,000,000 of Common Stock and Warrants to purchase shares of Common Stock. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchas

Microislet – Contract (April 2nd, 2003)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 1, 2003, by and between MICROISLET, INC., a Nevada corporation, (the "COMPANY"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the "BUYER"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "PURCHASE AGREEMENT"). WHEREAS: A. The Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue to the Buyer (i) up to Twelve Million Dollars ($12,000,000) of the Company's common stock, par value $0.001 per share (the "COMMON STOCK") (the "PURCHASE SHARES"), and (ii) such number of shares of Common Stoc

LRAD Corporation – Contract (April 26th, 2000)

Page 1 Employment......................................... 2 2 Loyal and Conscientious Performance; Noncompetition 3 3 Term of Employment................................. 3 4 Compensation....................................... 3 5 Termination........................................ 5 6 Death or Disability During Term of Employment...... 8 7 Proprietary and Confidential Information........... 9 8 Assignment and Binding Effect...................... 14 9 Notices............................................ 15 10 Choice of Law...................................... 15 11 Integration........................................ 16 12 Waiver............................................. 16 13 Severability....................................... 16 14 Interpretation; Construction....................... 16 15 Attorneys' Fees.........

Osage Systems Group Inc – Registration Rights Agreement (March 27th, 1998)