Rutan & Tucker Sample Contracts

Share Cite Term
Link

Embed (HTML)
Contract (September 5th, 2006)
Contract (July 31st, 2006)
Securities Purchase Agreement (June 29th, 2006)
Pacific Ethanol – Contract (May 31st, 2006)
Overhill Farms, Inc. – Contract (May 17th, 2006)
Conectisys Corp – Intellectual Property Security Agreement (March 15th, 2006)
Overhill Farms, Inc. – Contract (December 23rd, 2005)

EXHIBIT 10.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT December 23, 2005 To Each of the Purchasers Named on the Signature Pages Hereof Ladies and Gentlemen: On the date hereof, Levine Leichtman Capital Partners II, L.P., a California limited partnership ("Seller"), sold to the Purchasers (as defined herein) upon the terms set forth in the Stock Purchase Agreement (as defined herein) shares of the common stock, par value $0.01 per share (the "Securities"), of Overhill Farms, Inc., a Nevada corporation (the "Company"). As an inducement to the Purchasers to enter into the Stock Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with each Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Secur

Prolong International Corp – Contract (December 22nd, 2005)

EXHIBIT 10.1 December 19, 2005 Penelope Parmes, Esq. Rutan & Tucker, LLP 611 Anton Boulevard 14th Floor Costa Mesa, CA 92626-1998 Re: Agreement for Turn Over of Collateral ------------------------------------- Dear Penelope: We understand that you are representing Prolong International Corporation and Prolong Super Lubricants, Inc. (collectively "Prolong"). This letter will serve to memorialize the agreement reached by our respective clients on Friday, December 16, 2005. As you know we represent St. Cloud Capital Partners, LP, a Delaware limited partnership ("St. Cloud"), Aspen Ventures LLC, a New York limited liability company, Bedford Oak Offshore, Ltd., a Cayman Islands company, and Bedford Oak Capital, L.P., a Delaware limited partnership (collectively "Secured Creditors"). The Secured Creditors hold certain rights pursuant to that certain Pledge And Security Agreement dated as of November 24, 2003 amo

Pacific Ethanol – Contract (November 15th, 2005)
Contract (August 24th, 2005)

EXHIBIT B IRREVOCABLE PROXY The undersigned Stockholder (the "Stockholder") of netGuru, Inc., a Delaware corporation ("Company"), hereby irrevocably (to the fullest extent permitted by law) appoints each of David Nation and Tom Kurke of Bentley (as defined below), as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares"), in accordance with the terms of this Proxy. The Shares beneficially owned by Stockholder as of the date of this Proxy are listed on the final page of this Proxy, along with t

Pacific Ethanol – Contract (August 16th, 2005)

EXECUTION COPY MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (together with the exhibits and schedules hereto, this "AGREEMENT") is dated as of August 1, 2005 by and among those persons and entities listed on the attached Schedule 1 (collectively the "Sellers" or individually the "SELLER" and PACIFIC ETHANOL, INC., a Delaware corporation ("BUYER"). Unless otherwise defined in this Agreement, capitalized terms used in this Agreement are defined in EXHIBIT "A". R E C I T A L S --------------- A. Sellers own 100% of the equity (the "MEMBERSHIP INTERESTS") of Phoenix Bio Industries, LLC, a California limited liability Company (the "COMPANY"). B. The Company is engaged in the business (the "BUSINESS") of developing and constructing an approximate 25 million gallon per year corn ethanol plant, providing management services to operate the

Superior Galleries – Contract (April 1st, 2005)

EXHIBIT 10.1 SERIES E PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT, dated as of March 29, 2005 (this "AGREEMENT"), is entered into by and between SUPERIOR GALLERIES, INC., a corporation formed under the laws of the State of Delaware (the "COMPANY"), STANFORD INTERNATIONAL BANK LIMITED, an international business corporation formed under the laws of Antigua and Barbuda (the "PURCHASER") and STANFORD FINANCIAL GROUP COMPANY ("STANFORD FINANCIAL"). W I T N E S S E T H: WHEREAS, the Company is a dealer of rare coins, fine arts and other collectibles and its common stock (the "COMMON STOCK") is quoted on the OTC Bulletin Board; and WHEREAS, the Purchaser wishes to purchase from the Company, and the Company wishes to issue and sell to the Purchaser, upon the terms and conditions of this Agreement, for an aggregate purchase price of $2,500,000, 2,500,000 sh

Pacific Ethanol – Contract (March 29th, 2005)

EXHIBIT 10.4 CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT dated March 23, 2005 (the "AGREEMENT") by and between, Pacific Ethanol, Inc., a Delaware corporation (the "COMPANY") and Neil Koehler, an individual (the "EXECUTIVE"). RECITALS WHEREAS, Accessity Corp., a New York corporation ("ACCESSITY") has entered into a Share Exchange Agreement (the "SHARE EXCHANGE AGREEMENT") by and among Accessity; Pacific Ethanol, Inc., a California corporation ("PEI"); Kinergy Marketing, LLC, an Oregon limited liability company ("KINERGY"); ReEnergy, LLC, a California limited liability company ("REENERGY," and together with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the shareholders of PEI (collectively, the "PEI SHAREHOLDERS"); each of the holders of options or warrants to acquire shares of common stock of PEI (collectively, the "PEI WARRANTHOLD

Conectisys Corp – Securities Purchase Agreement (March 21st, 2005)
I/Omagic Corp – Contract (March 14th, 2005)

EXECUTION COPY LOAN AND SECURITY AGREEMENT --------------------------- GMAC COMMERCIAL FINANCE LLC ("LENDER"), a Delaware limited liability company, with offices at 3000 Town Center, Suite 280, Southfield, Michigan 48075 and I/OMAGIC CORPORATION, a Nevada corporation ("BORROWER") with a principal place of business at 4 Marconi, Irvine, California 92618, enter into this Loan and Security Agreement on March 9, 2005 (the "AGREEMENT"). 1. GENERAL LENDING TERMS --------------------- The following are the general terms of the loans to be made under this Agreement: 1.1 A revolving line of credit (the "REVOLVING LOANS") up to the lesser of the Revolving Advance Limit or the Borrowing Base. The "Borrowing Base" is initially (a) 85% of the aggregate outstanding amount of Eligible Accounts; PLUS (b) the lesser of (i) 55% of the cost of Eligible Inventor

Overhill Farms, Inc. – Contract (March 2nd, 2005)

EXHIBIT 10.1 LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P. 335 North Maple Drive, Suite 240 Beverly Hills, CA 90210 February 24, 2005 James Rudis President and Chief Executive Officer Overhill Farms, Inc. 2727 East Vernon Avenue Vernon, CA 90058 Re: Overhill Farms, Inc. 2005 Stock Plan ------------------------------------ Dear Mr. Rudis: Reference is made to that certain Second Amended and Restated Securities Purchase Agreement dated as of April 16, 2003, as amended by a First Amendment to Second Amended and Restated Securities Purchase Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Securities Purchase Agreement dated as of June 19, 2003, a Third Amendment to Second Amended and Restated Securities Purchase Agreement dated as of October 31, 2003 and a Fourth Amendment to Seco

Emrise – Contract (December 30th, 2004)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of December 29, 2004, among Emrise Corporation, a Delaware corporation (the "COMPANY"), and the investors identified on the signature pages hereto (each, an "INVESTOR" and collectively, the "INVESTORS"). 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 each Investor, and each Investor, severally and not jointly, desires to purchase from the Company certain securities of the Company, as more fully described in this Agreement. 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 the Investors agree as fo

Telenetics – Contract (December 30th, 2004)

EXHIBIT 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TELENETICS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TELENETICS CORPORATION Expires December 22, 2009 No.: W-___ Number of Shares: 1,428,571 Date of Issuance: December 23, 2004 FOR VALUE RECEIVED, subject to the provisions hereinafter

Emrise – Contract (December 9th, 2004)

EXHIBIT 10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("AGREEMENT") is made as of the date set forth on the signature page to this Agreement, by and between Emrise Corporation, a Delaware corporation ("COMPANY"), and the individual named on the signature page to this Agreement ("INDEMNITEE"), an officer and/or a director of the Company. R E C I T A L S --------------- A. The Indemnitee is currently serving as an officer and/or director of the Company and in such capacity renders valuable services to the Company. B. The Company has investigated whether additional protective measures are warranted to adequately protect its directors and officers against various legal risks and potential liabilities to which such individuals are subject due to their position with the Company and has concluded that additional protective measu

Telenetics – Contract (October 5th, 2004)

EXHIBIT 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TELENETICS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TELENETICS CORPORATION Expires September 29, 2009 No.: W-___ Number of Shares: _____________ Date of Issuance: September 30, 2004 FOR VALUE RECEIVED, subject to the provisions her

Litronic – Contract (November 21st, 2003)

EXHIBIT 10.2 FORM OF A-1 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THAT ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THAT ACT. SSP SOLUTIONS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: A-1-_____ Number of Shares:_______________ Date of Issuance: November 19, 2003 SSP SOLUTIONS, INC., a Delaware corporation (the "COMPANY"), hereby certifies that, for $10.00 and other good and va

Overhill Farms, Inc. – Contract (November 5th, 2003)

MINIMUM EBITDA -------------- PERIOD COLUMN (A) COLUMN (B) ------ ---------- ---------- Trailing one consecutive Fiscal Quarter ending in December 2003...................... $1,608,000 $1,429,000 Trailing two consecutive Fiscal Quarters ending in March 2004........................ 3,408,000 3,029,000 Trailing three consecutive Fiscal Quarters ending in June 2004......................... 5,682,000 5,050,000 Trailing four consecutive Fiscal Quarters ending in September 2004.................... 7,728,000 6,870,000 Trailing four consecutive Fiscal Quarters endin

Telenetics – Contract (October 17th, 2003)

09/26/03 - CORLUND - TUSTIN - PART NUMBER ORDER INVDTL11B INVENTORY VALUATION REPORT Part Number...... Description...................... Class On-Hand... Unit Cost.. Cost Per Ext Cost... 0049-1000-000 MANUAL,V3600,SUPLEMENT TEL 787 0.08 1 62.96 0049-1000-001 MANUAL,QSG,V.3600 TEL 1174 0.7 1 821.80 0054-0500-001 SUD,ASSY,REAR,PANEL,V3600 TEL 25 78.15 1 1,953.75 0054-0501-001 REAR,PANEL,V3600,DCSA TEL 108 79.53 1 8,589.24 0055-0250-009 CONN-MOD,9POSITION,216PIN

Telenetics – Contract (June 25th, 2003)

EXHIBIT 10.1 SETTLEMENT AGREEMENT AND MUTUAL RELEASE --------------------------------------- This Agreement is made as of June 6, 2003, by and between Telenetics Corporation ("Telenetics") on the one hand, and Comtel Electronics, Inc. dba Corlund Electronics - Tustin ("Corlund - Tustin") and Corlund Electronics Corporation dba Corlund Electronics - Camarillo ("Corlund - Camarillo"), on the other hand, as follows: RECITALS -------- A. On or about February 21, 2003, Telenetics commenced against Corlund - - Tustin and Corlund - Camarillo the litigation styled TELENETICS CORPORATION V. COMTEL ELECTRONICS, INC., ET AL., Orange County Superior Court Case No. 03CC03611.. (Hereinafter, the above-referenced litigation , including Telenetics' Complaint and Corlund - Tustin's Cross-Complaint, shall be referred to as the "Litigation.") On or about April 7, 2003, C

Superior Galleries – Contract (March 3rd, 2003)
Netstaff Inc/In – Securities Purchase Agreement (May 30th, 2002)
Litronic – Contract (April 22nd, 2002)

PAGE ---- 1. DEFINITIONS...................................................................... 2 2. PURCHASE AND SALE OF COMPANY SECURITIES.......................................... 2 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................... 2 3.1 Organization and Qualification............................................ 2 3.2 Authorization; Enforcement; Validity...................................... 2 3.3 Capitalization............................................................ 3 3.4 Issuance of Securities.................................................... 4 3.5 No Conflicts.............................................................. 4 3.6 SEC Documents; Financial Statements.................

Wi-Fi Tv Inc – Exchange Agreement (April 22nd, 2002)
Homeseekers.Com Inc – Employment Agreement (August 7th, 2000)
Multi-Color Corporation – Asset Purchase Agreement (June 20th, 2000)
Sm&A Corp – Escrow Agreement (August 21st, 1998)
Employment Agreement (July 16th, 1998)