0000950123-14-007978 Sample Contracts
TRUST AGREEMENTTrust Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Trust Agreement (this “Agreement”) is made as of June 10, 2014 by and among Pacific DataVision, Inc. (the “Company”), each investor (collectively, the “Investors”) in the Private Placement (as hereinafter defined), T. Clark Akers, an independent director on the Company’s board of directors (the “Investor Rep”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • New York
This Employment Agreement (“Agreement”) is made as of August 9, 2004 between PACIFIC DATAVISION, a California corporation (the “Company”) and JOHN C. PESCATORE (“Employee”).
ESCROW AGREEMENTEscrow Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • Delaware
This Escrow Agreement dated this 10th day of June, 2014 (this “Escrow Agreement”), is entered into by and among PACIFIC DATAVISION, INC., a Delaware corporation (the “Company”), and FBR CAPITAL MARKETS & CO., a Delaware corporation (“FBR”, and together with the Company, the “Parties,” and individually, a “Party”), and WILMINGTON TRUST, National Association, as escrow agent (“Escrow Agent”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October, 2010, by and among Pacific DataVision, a California corporation (the “Company”), the investors listed on Schedule A hereto (the “Investors,” each of which is herein referred to as an “Investor”) and the persons listed on Schedule B hereto, each of whom is herein referred to as a “Prior Holder”).
ContractSecurities Agreement • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
PACIFIC DATAVISION AMENDMENT TO 2013 NOTE May 30, 2014Amendment to 2013 Note • August 7th, 2014 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone)
This Amendment to 2013 Note, effective as of the date set forth above, is entered into by and between Pacific DataVision (the “Company”) and each of the holders (each a “Holder”) of the 2013 Notes (defined below).