Mark Angelo Sample Contracts

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other: Please see remarks until January 28th, 2005
10 percent owner until December 19th, 2008
10 percent owner until May 25th, 2005
10 percent owner until May 20th, 2010
10 percent owner, other: Investor until July 13th, 2004
10 percent owner until December 30th, 2008
10 percent owner until January 21st, 2010
10 percent owner until July 2nd, 2009
other: No longer subject to Section16 until May 28th, 2008
other: Investor until November 20th, 2003
Smartire Systems Inc – [CORNELL CAPITAL PARTNERS LETTERHEAD] April 3, 2006 SmarTire Systems Inc. 13151 Vanier Place, Suite 150 Richmond, British Columbia V6V 2J1 Re: May 27 2005 $1.5 million 5% convertible debenture ----------------------------------------------------- With respect to the $125,000 monthly payments that were to commence September 1, 2005 and were extended to October 21, 2005 to January 1, 2006 and further extended to April 1, 2006 on January 3, 2006, Cornell agrees to provide SmarTire with a further extension to May 1, 2006 to commence the monthly payments. Yours very truly, Cornell Capital Partners, (April 18th, 2006)
Smartire Systems Inc – [CORNELL CAPITAL PARTNERS LETTERHEAD] April 3, 2006 SmarTire Systems Inc. 13151 Vanier Place, Suite 150 Richmond, British Columbia V6V 2J1 Re: May 27 2005 $1.5 million 5% convertible debenture ----------------------------------------------------- With respect to the $125,000 monthly payments that were to commence September 1, 2005 and were extended to October 21, 2005 to January 1, 2006 and further extended to April 1, 2006 on January 3, 2006, Cornell agrees to provide SmarTire with a further extension to May 1, 2006 to commence the monthly payments. Yours very truly, Cornell Capital Partners, (April 12th, 2006)
Neomedia Technologies Inc – ASSIGNMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that on this 17th day of February, 2006, CORNELL CAPITAL PARTNERS, LP. (the "Assignor") does hereby agree to the following for and in consideration of the sum of $1,611,231.78 and other good and valuable consideration received from the persons listed on Exhibit "A" hereto (the "Assignee"): 1. NOTES. Assignor is the legal and beneficial owner of those certain Promissory Notes set forth on Exhibit A (the "Notes"), delivered by Pick Ups Plus, Inc. (the "Company") to the Assignor. The Assignor hereby absolutely, irrevocably and unconditionally s (February 21st, 2006)

OUTSTANDING PRINCIPAL INTEREST ASSIGNEE NAME: PROMISSORY NOTE AMOUNT: RECEIVABLE PURCHASE PRICE: --------------- ------------------ --------------------- ---------- -------------- Cornell Capital September 30, 2003 $ 290,000 $146,064.66 $ 436,064.66 Partners, LP Cornell Capital October 15, 2004 $ 250,000 $ 42,369.86 $ 292,369.86 Partners, LP Cornell Capital June 6, 2005 $ 225,000 $ 18,936.99 $ 243,936.99 Partners, LP Cornell Capital August 4, 2005 $ 600,000 $ 38,860.27 $ 638,860.27 Partners, LP TOTAL $ 1,365,000 $246,231.78 $1,611,231.78

Neomedia Technologies Inc – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS February 17, 2006 American Stock Transfer & Trust Co. 6201 15th Avenue Brooklyn, NY 11219 Attention: Craig Leibell RE: NEOMEDIA TECHNOLOGIES INC. Ladies and Gentlemen: Reference is made to that certain Investment Agreement (the "Investment Agreement") of even date herewith by and between Neomedia Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company") and Cornell Capital Partners, LP (referred to as "Cornell" and/or a "Buyer"). Pursuant to the Investment Agreement, the Company has sold to the Buyers (February 21st, 2006)

ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF BUYERS ---------------------------- -------------------------------- ------------------------------ Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: Name: Mark Angelo Its: Portfolio Manager

Homeland Security Capital CORP – INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 6, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors listed on Schedule I attached hereto (each, an "Investor" and collectively, the "Investors"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreem (February 14th, 2006)

Address/Facsimile Name Signature Number of Investors ---- --------- ------------------- Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: Name: Mark Angelo Its: Portfolio Manager With a copy to: David Gonzalez, Esq. 101 Hudson Street - Suite 3700 Jersey City, NJ 07302

Neomedia Technologies Inc – PROMISSORY NOTE March 13, 2003 Jersey City, New Jersey $262,000.00 FOR VALUE RECEIVED, the undersigned, NEOMEDIA TECHNOLOGIES INC., a Delaware corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3606, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of Two Hundred Sixty Two Thousand (U.S.) Dollars and 00/100 ($262,000.00) and will be payable pursuant to the following terms: 1. Amount of Note. The face amount of this Promissory Note (this "Note") shall be payable out of the n (August 18th, 2005)
Smartire Systems Inc – INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May ___, 2005, by and between SMARTIRE SYSTEMS, INC., a corporation organized and existing under the laws of the Yukon Territory, with headquarters located at Suite 150-13151 Vanier Place, Richmond, British Columbia Canada, V6V 2J1 (the "Company"), and Cornell Capital Partners, LP ( the "Investor"). WHEREAS: A. In connection with the Securities Purchase Agreement by and between the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the (June 14th, 2005)

Address/Facsimile Name Signature Number of Investors ---- --------- ------------------- Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: /s/Mark Angelo --------------------- Name: Mark Angelo Its: Portfolio Manager and President With a copy to: David Gonzalez, Esq. 101 Hudson Street

Health Express Usa Inc – PROMISSORY_NOTE April 26, 2005 Jersey City, New Jersey FOR VALUE RECEIVED, the undersigned, HEALTH EXPRESS 'USA! INC., a Florida corporation (the company), promises to pay CORNELL CAPITAL PARTNERS, LP (the lender") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Lender shall specify in writing, the principal sum of One Hundred Seventy Five Thousand Dollars ($175,000) and interest at the annual rate of twelve percent (12%) on the unpaid balance pursuant to the following terms: 1. Principal and Interest. For value received, the Company hereby promises to p (May 20th, 2005)
Falcon Natural Gas Corp – TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into --------- effective as of April 19, 2005, by and between FALCON NATURAL GAS CORP., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware ------- limited partnership (the "Buyer"). ----- Recitals: -------- WHEREAS, the Company and the Buyer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"); a Convertible Debenture issued ----------------------------- to Buyer, in the amount of Five Hundred Thousand Dollars ($500,000) (the (April 20th, 2005)
Falcon Natural Gas Corp – TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into --------- effective as of April 19, 2005, by and between FALCON NATURAL GAS CORP.., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware ------- limited partnership (the "Investor"). -------- Recitals: -------- WHEREAS, on November 19, 2004, the Company and Investor entered into that certain Standby Equity Distribution Agreement, as well as the related Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of even date therewith (April 20th, 2005)
Neomedia Technologies Inc – SECURED PROMISSORY NOTE March 30, 2005 Jersey City, New Jersey $10,000,000 FOR VALUE RECEIVED, the undersigned, NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Lender") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Lender shall specify in writing, the principal sum of Ten Million Dollars ($10,000,000) and interest at the annual rate of eight percent (8%) on the unpaid balance pursuant to the following terms: 1. Principal and Interest. The Company shall pay $1,120,000 per month, tog (April 1st, 2005)
Kronos Advanced Technologies Inc – TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of January 28, 2005, by and between KRONOS ADVANCED TECHNOLOGIES, INC. a Nevada Corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). Recitals: --------- WHEREAS, the Company and the Investor entered into an standby equity distribution t agreement (the "Standby Equity Distribution Agreement"); a registration rights agreement (the "Registration Rights Agreement") and an escrow agreement all of which are date as o (March 8th, 2005)
Kronos Advanced Technologies Inc – EQUITY-BACKED PROMISSORY NOTE March __, 2005 Jersey City, New Jersey $2,000,000.00 FOR VALUE RECEIVED, the undersigned, KRONOS ADVANCED TECHNOLOGIES, INC., a Nevada corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of Two Million (U.S.) Dollars and 00/100 ($2,000,000.00) and will be payable pursuant to the following terms: 1. Amount of Note. The principal amount of this Promissory Note (this "Note") shall be funded upo (March 8th, 2005)
Smartire Systems Inc – NON NEGOTIABLE PROMISSORY NOTE ------------------------------ NOVEMBER 16, 2004 JERSEY CITY, NEW JERSEY $250,000.00 FOR VALUE RECEIVED, the undersigned, SMARTIRE SYSTEMS INC., a Yukon Corporation, with a principal office located at Suite 150 -13151 Vanier Place, Richmond, British Columbia, Canada V6V 2J1 (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street - Suite 3606 Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of TWO HUNDRED FIFTY THOUSAND (U.S.) DOLLARS AND 00/100 ($250,000.00), togethe (December 14th, 2004)

------------------------------------------------------- ----------------------------------------------------------- If to the Company: SmarTire Systems Inc. ------------------------------------------------------- ----------------------------------------------------------- Suite 150-13151 Vanier Place ------------------------------------------------------- ----------------------------------------------------------- Richmond, British Columbia ------------------------------------------------------- ----------------------------------------------------------- Canada, V6V 2J1 ------------------------------------------------------- ----------------------------------------------------------- Attention: Robert V. Rudman, President ----

Smartire Systems Inc – NON NEGOTIABLE PROMISSORY NOTE NOVEMBER 30, 2004 JERSEY CITY, NEW JERSEY $275,000.00 FOR VALUE RECEIVED, the undersigned, SMARTIRE SYSTEMS INC., a Yukon Corporation, with a principal office located at Suite 150 -13151 Vanier Place, Richmond, British Columbia, Canada V6V 2J1 (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street - Suite 3606 Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of TWO HUNDRED SEVENTY-FIVE THOUSAND (U.S.) DOLLARS AND 00/100 ($275,000.00), together with interest thereon (December 14th, 2004)

------------------------------------------------------- ----------------------------------------------------------- If to the Company: SmarTire Systems Inc. ------------------------------------------------------- ----------------------------------------------------------- Suite 150-13151 Vanier Place ------------------------------------------------------- ----------------------------------------------------------- Richmond, British Columbia ------------------------------------------------------- ----------------------------------------------------------- Canada, V6V 2J1 ------------------------------------------------------- ----------------------------------------------------------- Attention: Robert V. Rudman, President ---