EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of March 9, 1995, by and between Jonathan M. Charry, an individual residing at 5450 Palisade Avenue, Riverdale NY, 10471 ("Employee"), and QuietPower Systems, Inc.,...Employment Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
EXHIBIT 10.8 NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE HEREUNDER HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES COMMISSIONER. NEITHER THIS WARRANT NOR THE COMMON STOCK MAY BE SOLD OR TRANSFERRED...Quietpower Systems Inc • May 8th, 1997 • Delaware
DRAFT 5/20/97 [FORM OF WARRANT AGREEMENT - SUBJECT TO ADDITIONAL REVIEW] QUIETPOWER SYSTEMS, INC.Warrant Agreement • June 17th, 1997 • Quietpower Systems Inc • Services-services, nec • New York
EXHIBIT 10.19 NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW AND NEITHER THIS WARRANT NOR SUCH COMMON...Quietpower Systems Inc • May 8th, 1997 • New York
ARTICLE I DEFINITIONSRegistration Rights Agreement • May 8th, 1997 • Quietpower Systems Inc • California
EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT dated as of April 17, 1997 by and between QUIETPOWER SYSTEMS, INC.Securities Purchase Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
OHS DRAFT 5/20/97 [Form of Underwriting Agreement - Subject to Additional Review] 2,000,000 Shares of Common Stock and 2,000,000 Redeemable Warrants QuietPower Systems, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 1997 • Quietpower Systems Inc • Services-services, nec • New York
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of March 8, 1995, by and between Mark J. Dietrich, an individual residing at 438 West 23rd. Street, New York, NY 10011 ("Employee"), and QuietPower...Employment Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
JOINT VENTURE AGREEMENT This Agreement is made and effective as of this 13th day of November, 1996, by and between PROLEC-GE, S. DE R.L. DE C.V. , a corporation organized and existing under the laws of Mexico ("PROLEC GE") and QUIETPOWER SYSTEMS,...Joint Venture Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
EXHIBIT 10.11 INTERCREDITOR AGREEMENT This Intercreditor Agreement (the "Agreement") dated as of May 24, 1996 is entered into by and among DayStar Partners, L.P., a California limited partnership ("DayStar") and the persons identified as "Other...Intercreditor Agreement • May 8th, 1997 • Quietpower Systems Inc • California
SECURITY AGREEMENTSecurity Agreement • May 8th, 1997 • Quietpower Systems Inc • Delaware
EXHIBIT 10.15 EXHIBIT A TO WARRANT EXHIBIT C TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 17, 1997 (this "Agreement"), by and among QuietPower Systems, Inc., a Delaware corporation...Registration Rights Agreement • May 8th, 1997 • Quietpower Systems Inc
SUB-SUBLEASE BETWEENSub-Sublease Agreement • May 8th, 1997 • Quietpower Systems Inc
EXHIBIT 10.7 SECURED PROMISSORY NOTEQuietpower Systems Inc • May 8th, 1997 • Delaware
EXHIBIT 10.6 NOTE PURCHASE AGREEMENT This Agreement, dated as of May 24, 1996, is entered into by and between QUIETPOWER SYSTEMS, INC., a Delaware corporation ("QPS"), and___________________ _______________________ , a___________________...Note Purchase Agreement • May 8th, 1997 • Quietpower Systems Inc • Delaware
AGREEMENTAgreement • May 8th, 1997 • Quietpower Systems Inc
BACKGROUNDIntercreditor Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
OFFICE LEASE BETWEENOffice Lease • May 8th, 1997 • Quietpower Systems Inc
EXHIBIT 10.4 MASTER AGREEMENT This Master Agreement (the "Agreement"), made this 27th day of March, 1995, by and between Noise Cancellation Technologies, Inc., a Delaware corporation, having its principal place of business at 800 Summer Street,...Master Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
EXHIBIT 10.5 DISTRIBUTOR AGREEMENT Agreement made this 7th day of October, 1994, between Noise Cancellation Technologies, Inc. a Delaware corporation, having its principal office at 800 Summer Street, Stamford, Connecticut 06901 ("NCT"), and Quiet...Distributor Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
Exhibit 10.27 CONVERSION AND SUBSCRIPTION AGREEMENT This CONVERSION AND SUBSCRIPTION AGREEMENT, dated as of the 13th day of June, 1997, by and between QUIETPOWER SYSTEMS, INC. (formerly Active Acoustical Solutions, Inc.), a Delaware corporation, with...Conversion and Subscription Agreement • June 17th, 1997 • Quietpower Systems Inc • Services-services, nec • New York
EXHIBIT 10.18 COLLATERAL ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT made this 17th day of April, 1997, by and between QuietPower Systems, Inc. (the "Assignor") and QPS Bridge, LLC, as Agent of the Purchasers (the "Agent") for the benefit of the...Quietpower Systems Inc • May 8th, 1997 • New York
OHS DRAFT 5/20/97 [FORM OF REPRESENTATIVE'S WARRANT AGREEMENT] [SUBJECT TO ADDITIONAL REVIEW] QUIETPOWER SYSTEMS, INC.Warrant Agreement • June 17th, 1997 • Quietpower Systems Inc • Services-services, nec
EXHIBIT 10.16 SECURITY AGREEMENT SECURITY AGREEMENT dated as of April 17, 1997 (this "Agreement"), made by QUIETPOWER SYSTEMS, INC., with its principal office at 1675 Broadway, New York, New York 10019 (the "Company") to QPS Bridge, LLC, with an...Security Agreement • May 8th, 1997 • Quietpower Systems Inc • New York
NUMBER QPQuietpower Systems Inc • May 8th, 1997
Thacher, Vendig & Company, Inc. Suite 1600 450 Lexington Avenue New York, New York 10017-3904 (212) 878-3842 Fax (212) 878-3835Quietpower Systems Inc • May 8th, 1997 • New York
QuietPower Systems, Inc. 1675 Broadway New York, NY 10019 April 9, 1997 Mr. Larry Wells DayStar Partners, L.P. 10600 N. DeAnza Blvd., Suite 215 Cupertino, CA 95014 Re: AMENDMENT TO BRIDGE LOAN FINANCING Dear Larry: The following is my proposal with...Quietpower Systems Inc • May 8th, 1997
The following is my proposal with respect to the amendment to the Bridge Loan Financing (including the Note Purchase Agreements dated May 24, 1996, the Secured Promissory Notes dated July 16, 1996 totaling $535,000 in principal and the other related documents are herein collectively referred to as the"Agreement").
