StemGen, Inc. Sample Contracts

NOTE U.S. $15,000.00 June 23, 2008
Promissory Note • July 11th, 2008 • Amasys Corp • Investors, nec
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NOTE
Promissory Note • February 13th, 2002 • Amasys Corp • Services-engineering services
STEMGEN, INC. 5,000,000 Shares Common Stock REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2015 • StemGen, Inc. • Investors, nec • Texas

StemGen, Inc., a Delaware corporation (the "Company") has offered to sell, to the purchasers thereof (each an "Investor" and, collectively, the "Investors"), unregistered shares of the Issuer's common stock (the "Shares") upon the terms set forth in the Purchase Agreement dated March 6, 2015 (the "Purchase Agreement"). As an inducement to the Investors to enter into the Purchase Agreement, the Issuer enters into this registration rights agreement (the "Agreement") effective as of March 11, 2015.

NOTE
Loan Agreement • November 28th, 2007 • Amasys Corp • Investors, nec
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 20th, 2015 • StemGen, Inc. • Investors, nec • Texas

Stock Purchase Agreement (this "Agreement"), dated as of March 6, 2015, among StemGen, Inc., a Delaware corporation (the "Company"), and each entity that is listed on the signature page hereto. Each such entity, together with its successors and permitted assigns, is referred to herein as a "Purchaser" and all such entities, together with their successors and permitted assigns, are collectively referred to herein as the "Purchasers."

NOTE
Loan Agreement • November 3rd, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • March 25th, 2009 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

ESPORTS AGREEMENT
Esports Service Agreement • February 1st, 2019 • StemGen, Inc. • Investors, nec • Texas

This Esports Service Agreement (“Agreement”) is entered into on November 1, 2018 (the “Effective Date”), by and between Mainline.GG, with its principal place of business at 1336 Brittmoore Rd., Houston, TX 77043 (“Mainline.GG”) and D3esports, Inc., an incorporated company, with its principal place of business at 1 Performance Drive, Angleton, TX 77515 (“D3 Esports”).

RECITALS
Payment and Release Agreement • February 13th, 2002 • Amasys Corp • Services-engineering services
NOTE
Loan Agreement • September 24th, 2009 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Fifteen Thousand Dollars ($15,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • April 26th, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

StemGen, Inc. Houston, Texas 77024
Acquisition Agreement • November 2nd, 2018 • StemGen, Inc. • Investors, nec
NOTE
Promissory Note • September 6th, 2011 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Chip Brian (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • May 30th, 2007 • Amasys Corp • Investors, nec
NOTE
Loan Agreement • February 6th, 2008 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Private Capital Group, LLC (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • September 24th, 2008 • Amasys Corp • Investors, nec
NOTE
Loan Agreement • February 20th, 2002 • Amasys Corp • Services-engineering services
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 5th, 2014 • StemGen, Inc. • Investors, nec • Delaware

This Stock Purchase Agreement (“Agreement”) is made as of May 20, 2014, by and between StemGen, Inc., a Delaware corporation (the “Company”) and Landor Investment Corp., a Panama corporation (“Purchaser”).

NOTE
Loan Agreement • April 29th, 2011 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

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NOTE
Loan Agreement • May 30th, 2007 • Amasys Corp • Investors, nec
NOTE
Loan Agreement • April 11th, 2013 • StemGen, Inc. • Investors, nec

FOR VALUE RECEIVED, the undersigned, StemGen, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of ImaginEquity Inc. (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • January 28th, 2011 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Fifteen Thousand Dollars ($15,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • February 1st, 2012 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • November 5th, 2009 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Loan Agreement • July 28th, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

Contract
Joint Venture Agreement • May 21st, 2019 • StemGen, Inc. • Investors, nec • Texas

This Joint Venture Agreement (“Agreement”) is made and entered in as of the last date of the signatures hereinbelow, by and between

Contract
LLC Membership Interest Purchase Agreement • October 19th, 2015 • StemGen, Inc. • Investors, nec • Texas

This LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT, (Agreement) dated as of May 15, 2015, by and among IRONCLAD GROUP HOLDINGS CORP ("IRONCLAD") a Texas limited liability company whose address is 4620 North Braeswood, # 202, Houston Texas, 77096 and represented herein by Simon Jim, manager and authorized agent (hereafter referred to as SELLER); and STEMGEN, INC. ("STEMGEN" or the "Company"), a Delaware limited liability company whose address is 800 Town and Country Boulevard, Suite 300, Houston, Texas 77024 and represented herein by David Walls, its manager and authorized agent (hereafter referred to as BUYER).

NOTE
Loan Agreement • January 29th, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

StemGen Inc.
Letter of Intent • December 31st, 2012 • Amasys Corp • Investors, nec

This letter of intent (this "Letter") sets forth certain understandings and agreements between StemGen Inc., a Nevada Corporation ("StemGen"), and Amasys Corporation, a Delaware corporation ("Amasys"), concerning a proposed business combination involving StemGen and Amasys (the "Transaction").

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 19th, 2018 • StemGen, Inc. • Investors, nec • Texas

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of the date of the last signature hereinbelow, by and among StemGen, Inc., a Delaware corporation (hereinafter referred to as “StemGen”), D3esports Corp., a Wyoming corporation (hereinafter referred to as “D3esports”), and the undersigned holders of securities of D3esports Corp. (“Securityholders”).

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