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EXHIBIT 10.1 - FORM OF LIMITED RELEASE

Release Agreement

EXHIBIT 10.1 - FORM OF LIMITED RELEASE | Document Parties: VOYANT INTERNATIONAL CORP | VOYANT INTERNATIONAL CORPORATION You are currently viewing:
This Release Agreement involves

VOYANT INTERNATIONAL CORP | VOYANT INTERNATIONAL CORPORATION

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Title: EXHIBIT 10.1 - FORM OF LIMITED RELEASE
Governing Law: California     Date: 12/13/2007

EXHIBIT 10.1 - FORM OF LIMITED RELEASE, Parties: voyant international corp , voyant international corporation
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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.


OFFICER

 

NATURE OF DEBT

 

DEBT AMOUNT

 

SERIES B PREFERRED

Dana Waldman, Chief Executive Officer and Director

 

Wages, fees and bonus

 

$

359,188 

 

359,188 

Mark Laisure, Executive Chairman

 

Wages and fees

 

$

215,176 

 

215,176 

Scott Fairbairn, Chief Technology Officer and Director

 

Wages and fees

 

$

300,000 

 

300,000 

David R. Wells, Chief Financial Officer

 

Wages and fees

 

$

42,307 

 

42,307 

Herschel Stiles, Chief Development Officer

 

Wages and fees

 

$

33,666 

 

33,666 

Steffen Koehler, Chief Marketing Officer

 

Wages and fees

 

$

54,437 

 

54,437 


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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