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Exhibit 10.1
Schedule Prepared in Accordance with
Instruction 2 to Item 601 of Regulation S-K
The Limited Release agreements, each dated
December 7, 2007, between the Company and the Officers is
substantially identical in all material respects to the Form of
Limited Release dated December 7, 2007 filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K as filed on December 13,
2007 and incorporated herein by reference except as to the officer
with which the agreement is made, the nature of the debt, the debt
amount, and number of Series B Preferred shares issued.
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OFFICER
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NATURE OF
DEBT
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DEBT
AMOUNT
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SERIES B
PREFERRED
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Dana Waldman, Chief Executive
Officer and Director
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Wages, fees and
bonus
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$
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359,188
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359,188
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Mark Laisure, Executive
Chairman
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Wages and
fees
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$
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215,176
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215,176
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Scott Fairbairn, Chief
Technology Officer and Director
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Wages and
fees
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$
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300,000
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300,000
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David R. Wells, Chief
Financial Officer
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Wages and
fees
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$
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42,307
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42,307
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Herschel Stiles, Chief
Development Officer
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Wages and
fees
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$
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33,666
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33,666
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Steffen Koehler, Chief
Marketing Officer
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Wages and
fees
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$
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54,437
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54,437
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LIMITED
RELEASE
THIS LIMITED RELEASE
AGREEMENT (“Agreement”) is made effective this 7th day
of December, 2007, by and among Voyant International Corporation, a
Nevada corporation (the “Company”) whose address is 530
Lytton Avenue, 2nd Floor, Palo Alto, California 94301and
________________ (the “Debt Holder”) whose address is
___________________. The Company and the Debt Holder are
sometimes referred to hereafter as a “Party” or
collectively as the “Parties”.
RECITAL
A.
The Company owes money to
the Debt Holder for the performance of certain services, business
activities, and/or expenses incurred on behalf of the Company (as
further defined below, the “Claim”).
B.
The Company desires to
issue shares of its Series B Convertible Preferred Stock, par value
$0.001 per share (“Preferred Stock”) to Debt Holder in
exchange for Debt Holders release of the Claim.
C.
Debt Holder desires to
release his Claim in exchange for shares of Preferred Stock.
AGREEMENT
NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the mutual promises,
covenants and conditions herein contained, the Parties agree as
follows:
1.
Issuance of Series B
convertible preferred stock to the Debt Holder by the Company and
registration rights
(a) Promptly following the
execution and delivery of this Agreement, the Company shall issue
___________ shares of Preferred Stock (the “Release
Shares”) to Debt Holder. The Release Shares shall be
fully-paid and non-assessable. The Release Shares shall have
all the rights, privileges and preferences set forth in the
Certificate of Designation of the Preferred Stock filed with the
Secretary of State of the State of Nevada.
(b) Debt Holder shall have
the following registration rights with respect to the share of the
Company’s common stock into which the Release Shares are
convertible (the “Conversion Shares”): Until such
time as Debt Holder may sell the Conversion Shares under Rule 144
(or any similar rule or regulation) without restriction, the
Company shall notify Debt Holder at least ten (10)
business days prior to the filing of a registration statement with
respect to any offering of the Company’s common stock (except
on Forms S-4 or S-8 or any similar or successor forms), for its own
account or for the account of any shareholder, and shall
offer Debt Holder the opportunity to register such number of
Conversion Shares as Debt Holder may request in writing within
five (5) days after the above-described notice. The Company shall
include in such registration statement all such Conversion Shares
which are requested to be included therein, on the same terms and
conditions as the shares otherwise being sold in such registration;
except that in any registration statement of a firm commitment
underwriting of shares offered for the account of the
Company, Debt Holder shall be subject to customary
underwriters’ cutback and ; provided that the Company shall
not be required to register any more Conversion Shares than the sum
of (x) the number of Conversion Shares that are issuable upon
conversion of the Release Shares held by Debt Holder and (y) that
number of Conversion Shares held by Debt Holder, each on the date
of filing of the registration statement. If all of Debt
Holder Conversion Shares are not included in any registration
statement,&nb
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