Seawright Holdings – Contract (November 21st, 2005)
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Private Placement Memorandum#: ___ Recipient: __________________________ AUGUST 20, 2004 SEAWRIGHT HOLDINGS, INC. (the "Company") Up to 1,000 Units at a Price of $3,000 per Unit Each Unit Consists of 2,500 Shares of Common Stock of the Company, Par Value $0.001 ("Common Stock") $1,500 worth of 11% Convertible Promissory Notes Due 2009, Series A (Maturing on September 1, 2009 and convertible into shares of Common Stock of the Company at an exercise price of $0.85 per share) And Five Year Warrants to Purchase 300 Shares of Common Stock of the Company at an Exercise Price of $0.85 Per Share The Units are being offered (the "Offering") through Jones, Byrd and Attkisson, Inc. (the "Placement Agents"
Seawright Holdings – Seawright Holdings, Inc. PLACEMENT AGENT AGREEMENT (September 16th, 2005)
The undersigned, Seawright Holdings, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Jones, Byrd and Attkisson, Inc. (the "PLACEMENT AGENT") as follows:
Contract (February 7th, 2005)
EXHIBIT 10.2 AMENDMENT #2 TO MERGER AGREEMENT This Amendment #2 to Merger Agreement (the "2nd Amendment") is entered into as of __________, 2005, by and between RCG Companies Incorporated ("RCG"), WTI Acquisition, Inc. ("Sub"), and Farequest Holdings, Inc. ("Farequest"), and William A. Goldstein ("Seller"). RECITALS: A. The parties hereto entered into that certain Agreement and Plan of Merger on November 30, 2004, as amended on December 29, 2004 (the "Agreement"). B. The parties hereto desire to amend the terms of the Agreement. NOW THEREFORE, in consideration of the agreements set forth herein and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Terms. All capitalized terms not otherwise defined herein shall have the meaning