EX-10.5 4 exhibit105.htm EXHIBIT 10.5 SECURITIES PURCHASE AGREEMENT WITH AMENDMENTS Exhibit 10.5 Securities Purchase Agreement with Amendments
AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This amendment to Securities Purchase Agreement (this “Agreement”)is entered to as of the 20th day of December, 2006, by and among Radiate Research, Inc., a Canadian Federal Corporation (“Company”) and subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

WHEREAS, the Company and the Subscribers executed and delivered a Securities Purchase Agreement (the “Original Agreement”) dated as of October 19, 2005 which provided for Liquidated Damages in Section 11.4 thereof; and

WHEREAS, the Parties desire to amend Section 11.4 of the Original Agreement to eliminate the provision for liquidated damages.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows:

1. The provisions with respect to Liquidated Damages (as defined in the Agreement) contained in Section 11.4 and elsewhere in the Original Agreement is hereby amended such that from and after the date hereof all references with respect to Liquidated Damages payable to the Subscribers are hereby deleted and Liquidated Damages, if any, which have accrued as of the date hereof are hereby waived and of no force or effect.

 
2. All of the remaining terms and conditions of the Original Agreement as originally written are, in all respects, in full force and effect.
 
SIGNATURES
 

Please acknowledge your acceptance of the foregoing Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.

Dated: December 20, 2006
 

RADIATE RESEARCH, INC.
KENSINGTON GROUP, LTD.
a Canadian Federal corporation
 
   
   
   
   
By: /s/ Micah Grinstead                   
By: /s/ James Loughran     
Name: Micah Grinstead
James Loughran
Title: President & CEO
Authorized Signatory
 



AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This amendment to Securities Purchase Agreement (this “Agreement”)is entered to as of the 20th day of December, 2006, by and among Radiate Research, Inc., a Canadian Federal Corporation (“Company”) and subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

WHEREAS, the Company and the Subscribers executed and delivered a Securities Purchase Agreement (the “Original Agreement”) dated as of October 19, 2005 which provided for Liquidated Damages in Section 11.4 thereof; and

WHEREAS, the Parties desire to amend Section 11.4 of the Original Agreement to eliminate the provision for liquidated damages.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows:

1. The provisions with respect to Liquidated Damages (as defined in the Agreement) contained in Section 11.4 and elsewhere in the Original Agreement is hereby amended such that from and after the date hereof all references with respect to Liquidated Damages payable to the Subscribers are hereby deleted and Liquidated Damages, if any, which have accrued as of the date hereof are hereby waived and of no force or effect.

 
2. All of the remaining terms and conditions of the Original Agreement as originally written are, in all respects, in full force and effect.
 
SIGNATURES
 

Please acknowledge your acceptance of the foregoing Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.


Dated: December 20, 2006

RADIATE RESEARCH, INC.
BAYSIDE ASSOCIATES, LTD.
a Canadian Federal corporation
 
   
By: /s/ Micah Grinstead                   
By: /s/   Margareta Hedstrom   
Name: Micah Grinstead
Margareta Hedstrom
Title: President & CEO
Authorized Signatory
 



AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This amendment to Securities Purchase Agreement (this “Agreement”)is entered to as of the 20th day of December, 2006, by and among Radiate Research, Inc., a Canadian Federal Corporation (“Company”) and subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

WHEREAS, the Company and the Subscribers executed and delivered a Securities Purchase Agreement (the “Original Agreement”) dated as of October 19, 2005 which provided for Liquidated Damages in Section 11.4 thereof; and

WHEREAS, the Parties desire to amend Section 11.4 of the Original Agreement to eliminate the provision for liquidated damages.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows:

1. The provisions with respect to Liquidated Damages (as defined in the Agreement) contained in Section 11.4 and elsewhere in the Original Agreement is hereby amended such that from and after the date hereof all references with respect to Liquidated Damages payable to the Subscribers are hereby deleted and Liquidated Damages, if any, which have accrued as of the date hereof are hereby waived and of no force or effect.

 
2. All of the remaining terms and conditions of the Original Agreement as originally written are, in all respects, in full force and effect.
 
SIGNATURES
 

Please acknowledge your acceptance of the foregoing Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.


Dated: December 20, 2006


RADIATE RESEARCH, INC.
MANILLO INVESTORS, LTD
a Canadian Federal corporation
 
 
 
 
 
By: /s/ Micah Grinstead                 
By: /s/ Megan Agha           
Name: Micah Grinstead
Megan Agha
Title: President & CEO
Authorized Signatory

 

 


AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This amendment to Securities Purchase Agreement (this “Agreement”)is entered to as of the 20th day of December, 2006, by and among Radiate Research, Inc., a Canadian Federal Corporation (“Company”) and subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

WHEREAS, the Company and the Subscribers executed and delivered a Securities Purchase Agreement (the “Original Agreement”) dated as of October 19, 2005 which provided for Liquidated Damages in Section 11.4 thereof; and

WHEREAS, the Parties desire to amend Section 11.4 of the Original Agreement to eliminate the provision for liquidated damages.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows:

1. The provisions with respect to Liquidated Damages (as defined in the Agreement) contained in Section 11.4 and elsewhere in the Original Agreement is hereby amended such that from and after the date hereof all references with respect to Liquidated Damages payable to the Subscribers are hereby deleted and Liquidated Damages, if any, which have accrued as of the date hereof are hereby waived and of no force or effect.

 
2. All of the remaining terms and conditions of the Original Agreement as originally written are, in all respects, in full force and effect.
 
SIGNATURES
 

Please acknowledge your acceptance of the foregoing Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.


Dated: December 20, 2006


RADIATE RESEARCH, INC.
CASTLEGATE GROUP, LTD
a Canadian Federal corporation
 
 
 
 
 
By:/s/ Micah Grinstead                   
By: /s/  Barry Taleghany         
Name: Micah Grinstead
Barry Taleghany
Title: President & CEO
Authorized Signatory
 



AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This amendment to Securities Purchase Agreement (this “Agreement”)is entered to as of the 20th day of December, 2006, by and among Radiate Research, Inc., a Canadian Federal Corporation (“Company”) and subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

WHEREAS, the Company and the Subscribers executed and delivered a Securities Purchase Agreement (the “Original Agreement”) dated as of October 19, 2005 which provided for Liquidated Damages in Section 11.4 thereof; and

WHEREAS, the Parties desire to amend Section 11.4 of the Original Agreement to eliminate the provision for liquidated damages.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows:

1. The provisions with respect to Liquidated Damages (as defined in the Agreement) contained in Section 11.4 and elsewhere in the Original Agreement is hereby amended such that from and after the date hereof all references with respect to Liquidated Damages payable to the Subscribers are hereby deleted and Liquidated Damages, if any, which have accrued as of the date hereof are hereby waived and of no force or effect.

 
2. All of the remaining terms and conditions of the Original Agreement as originally written are, in all respects, in full force and effect.
 
SIGNATURES
 

Please acknowledge your acceptance of the foregoing Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.


Dated: December 20, 2006
 

RADIATE RESEARCH, INC.
TRUFELLO ASSOCIATES, LTD.
a Canadian Federal corporation
 
 
 
 
 
By: /s/ Micah Grinstead                   
By: /s/  Sophie Leacacos       
Name: Micah Grinstead
Sophie Leacacos
Title: President & CEO
Authorized Signatory