Contract (February 13th, 2006)
THIS EMPLOYMENT AGREEMENT is made as of the 7th day of January, 2002 between PHANTOM FIBER INC., a corporation organized and subsisting under the laws of the Province of Ontario (the "Company") and Jeffrey Halloran, an individual resident in the Province of Ontario (the "Jeffrey Halloran").
[Form of Senior Convertible Note] (January 10th, 2006)
FOR VALUE RECEIVED, Phantom Fiber Corporation, a Delaware corporation (the "Company"), hereby promises to pay to the order of [MAGNETAR CAPITAL MASTER FUND, LTD.][OTHER BUYERS] or registered assigns ("Holder") the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at a rate equal to one percent (1.0%) per annum (the "Interest Rate"), from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below) or, the Maturity Date, acceleration, conversion, redemption or otherwise
TRANSFER AGENT INSTRUCTIONS PHANTOM FIBER CORPORATION January 4, 2006 (January 10th, 2006)
Confidential (January 10th, 2006)
The information in this letter and in the enclosed documents is strictly confidential. By accepting this letter and enclosures you hereby agree that the information contained herein and therein shall be maintained in the strictest confidence by you and shall not be used for any purpose other than in connection with the consummation of the proposed transaction described thereby.
Phantom Fiber Corporation Warrant to Purchase Common Stock (January 10th, 2006)
Phantom Fiber Corporation, a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MAGNETAR CAPITAL MASTER FUND, LTD., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), [ ] ([ ])1 fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except
Contract (December 14th, 2005)
THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
Contract (February 11th, 2005)
EXHIBIT 10.1 PHANTOM FIBER CORPORATION 2005 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN ARTICLE 1 GENERAL PROVISIONS 1.1 PURPOSE. The purpose of the Phantom Fiber Corporation 2005 Stock Option, SAR and Stock Bonus Consultant Plan (the "Plan") shall be to retain and compensate independent consultants (the "Participants") of Phantom Fiber Corporation (the "Company") and its subsidiaries, if any, by way of granting (i) non-qualified stock options ("Stock Options"), (ii) non-qualified stock options with stock appreciation rights attached ("Stock Option SAR's"), and (iii) stock bonuses. Directors, officers and employees of the Company are not eligible to participate in this Plan. In addition, no person shall be a Participant in this Plan in consideration for consulting or other services related to capital raising activities for the Company or related to any stock promotion
Contract (September 22nd, 2004)
Exhibit 2.1 PURCHASE AND SALE AGREEMENT 1. PARTIES 1.1 Wireless Age Communications Inc. (the "Purchaser") 1.2 Phantom Fiber Corporation (the "Vendor") 1.3 Prime Battery Products Limited (the "Corporation") 2. RECITALS 2.1 This agreement sets out the terms and conditions by which the Purchaser agrees to purchase and the Vendor agrees to sell all of the shares of the Corporation plus other assets and liabilities listed in Schedule A. The above will be collectively referred to as the "Prime Battery Business". 3. PURCHASE AND SALE OF SHARES AND INTELLECTUAL PROPERTY RIGHTS 3.1 The Purchaser agrees to purchase the Prime Battery Business from the Vendor and agrees to tender in full satisfaction of the purchase price, seven hundred thousand ("700,000") restricted common shares of the Purchaser (the "Shares"). 3.2 The Purchase
Contract (July 22nd, 2004)
Exhibit 2.1 Share Exchange Agreement This Share Exchange Agreement, dated as of April 21, 2004, is made by and among PIVOTAL SELF-SERVICE TECHNOLOGIES INC., a Delaware corporation (the "Acquiror"), each of the Persons listed on Exhibit A (collectively, the "Shareholders"), and PHANTOM FIBER CORPORATION, a Canadian corporation (the "Company"). BACKGROUND The Shareholders have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Shareholders (i) all of the Shares, which Shares constitute 100% of the outstanding capital stock of the Company, in exchange for 137,410,735 shares of the Acquiror's Common Stock and (ii) all of the Company Debentures, in exchange for 30,000,000 shares of the Acquiror's Common Stock and Warrants to purchase 15,000,000 shares of the Acquiror's Common Stock, all on the terms and conditions as set forth herein. SECTION I