CelLynx Group, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 2nd, 2011 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 18, 2011, by and between CELLYNX GROUP, INC., a Nevada corporation, with headquarters located at 25910 Acero - Suite 370, Mission Viejo, California 92691 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2012 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • New York

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 10, 2012, by and between CELLYNX GROUP, INC., a Nevada corporation, with headquarters located at 25910 Acero - Suite 370, Mission Viejo, California 92691 (the "Company"), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").

LOAN AGREEMENT
Loan Agreement • February 20th, 2007 • Norpac Technologies, Inc. • Beverages • Nevada

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 paid by each party to the other (the receipt of which is hereby acknowledged) the parties hereto mutually covenant and agree as follows:

CELLYNX, INC. Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive Plan (Ash – 6,737,996)
Nonstatutory Stock Option Agreement • July 30th, 2008 • Norpac Technologies, Inc. • Beverages
CELLYNX, INC. Incentive Stock Option Agreement Granted Under 2007 Stock Incentive Plan
Incentive Stock Option Agreement • July 30th, 2008 • Norpac Technologies, Inc. • Beverages
EXHIBIT “A” ADDENDUM AGREEMENT
Addendum Agreement • April 2nd, 2012 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • Nevada

This addendum agreement relates to the following agreements which have previously been entered into between the Companies:

BALSAM VENTURES AND NORPAC TECHNOLOGIES SIGN EXTENSION AGREEMENT
Balsam Ventures and Norpac Technologies Sign Extension Agreement • January 19th, 2006 • Norpac Technologies, Inc. • Beverages

Vancouver, B.C., January 16, 2006, Balsam Ventures, Inc. (OTCBB: BLSV/Berlin BB: BV7) (“Balsam”) and NorPac Technologies, Inc. (OTCBB: NRPT) (“NorPac”), jointly announced today that, they have mutually agreed to amend the Exclusive License Agreement dated as of November 30, 2003, whereby Balsam was granted a license to market NorPac’s proprietary self-chilling beverage container technology to beverage producers and brand owners in both the European Union Countries (the “EU”) and The Peoples Republic Of China (the “PRC”), by extending the date on which Balsam is required to begin paying guaranteed minimum monthly royalties from January 15, 2006 to January 15, 2007.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 13th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • Utah

THIS ASSET PURCHASE AGREEMENT (the “APA”) is entered into on the 5th day of October, 2010 (the “Effective Date”), by and between CelLynx Group, Inc., a Nevada corporation (the “Seller”), and DOLLARDEX GROUP CORP., a Panamanian corporation (the “Buyer”). Each of the Seller and the Buyer may be referred to individually herein as a “Party” and collectively as the “Parties.”

EXTENSION AGREEMENT
Extension Agreement • January 19th, 2006 • Norpac Technologies, Inc. • Beverages

THIS EXTENSION AGREEMENT (the "Extension Agreement") is made effective as of the 14th day of January, 2006, by and among NorPac Technologies, Inc. (“NorPac”), and Balsam Ventures, Inc. (“Balsam”).

MASTER GLOBAL MARKETING AND DISTRIBUTION AGREEMENT
Master Global Marketing and Distribution Agreement • May 6th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • California

This agreement (together with the Exhibits, Schedules and Attachments hereto, if any, therein referred to as the “Agreement”) is made as of the 21st day of April, 2010 by and between Cellynx Group, Inc., a Nevada corporation and its affiliates and subsidiaries hereinafter referred to as (“CELLYNX”) and Dollardex, Corp. a Panama corporation, hereinafter referred to as (“DOLLARDEX”). CELLYNX and DOLLARDEX are sometimes referred to herein as a “Party” or collectively as the “Parties.”

SECURITY AGREEMENT
Security Agreement • October 13th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • Nevada

THIS SECURITY AGREEMENT (this “Agreement”), is dated as of October 5, 2010, by and among CelLynx Group, Inc., a Nevada corporation (“Borrower”), and Dollardex Group Corp., a Panamanian corporation (the “Secured Party”).

REVOLVING LINE OF CREDIT AGREEMENT
Revolving Line of Credit Agreement • October 13th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • Nevada
RELEASE AGREEMENT
Release Agreement • July 7th, 2008 • Norpac Technologies, Inc. • Beverages • Nevada

NOW, THEREFORE, in consideration of the recitals state above, which all Parties agree are accurate and complete, the agreements, promises and warranties set forth

SUBSCRIPTION AGREEMENT COOL CAN TECHNOLOGIES, INC.
Agreement • January 15th, 2004 • Cool Can Technologies Inc/Ca • Asphalt paving & roofing materials • Nevada

SUBSCRIPTION AGREEMENT made as of this ____ day of _______________ , 200__ between COOL CAN TECHNOLOGIES, INC., a Minnesota corporation (the "Company") and the undersigned (the "Subscriber").

CEMO-COMMERCIAL, INC., 1107 Investment Blvd, Suite 150, El Dorado Hills, California 95762
Office Lease • July 30th, 2008 • Norpac Technologies, Inc. • Beverages • California
AMENDMENT NO. 2
CelLynx Group, Inc. • August 23rd, 2010 • Radio & tv broadcasting & communications equipment

This Amendment No. 2 is made, executed and delivered this 15th day of July, 2010 by Dollardex Corp., a Panama corporation (“Dollardex”), in favor of CelLynx Group, Inc., a Nevada corporation (“CelLynx”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • January 9th, 2004 • Cool Can Technologies Inc/Ca • Asphalt paving & roofing materials • Nevada

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

CONSULTING AGREEMENT
Consulting Agreement • May 17th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • New York

This Consulting Agreement (this “Agreement”) is entered into as of January 15, 2010 by and between CelLynx Group, Inc. (the “Company”) and Seahawk Capital Partners, Inc. (the “Consultant”).

ADDENDUM TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • January 13th, 2012 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment

T'HIS ADDENDUM TO THE ASSET PURCHASE AGREEMENT (the "APA) entered into on the 30th day of September, 2011 (the "Effective Date"), and relates to the Asset Purchase Agreement dated October 5, 2010, as amended May 12th, 2011 and entered into by and between CelLynx Group, Inc., a Nevada corporation (the "Seller"), and 5BARZ INTERNATIONAL INC., a Nevada Corporation (the "Buyer") as assigned to the Company on December 30, 2010. Each of the Seller and the Buyer may be referred to individually herein as a "Party" and collectively as the "Parties."

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ADDENDUM TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • May 16th, 2011 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment

THIS ADDENDUM TO THE ASSET PURCHASE AGREEMENT (the “APA”) is entered into on the 12th day of May, 2011 (the “Effective Date”), and relates to the Asset Purchase Agreement dated October 5, 2010 and entered into by and between CelLynx Group, Inc., a Nevada corporation (the “Seller”), and 5BARZ INTERNATIONAL INC., a Nevada Corporation (the “Buyer”) as assigned to the Company on December 30, 2010. Each of the Seller and the Buyer may be referred to individually herein as a “Party” and collectively as the “Parties.”

AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • November 13th, 2006 • Norpac Technologies, Inc. • Beverages • Nevada

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Nextdigital to Norpac, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

Re: Highpark 25910 Acero, Suite 370 Mission Viejo, California
CelLynx Group, Inc. • May 17th, 2010 • Radio & tv broadcasting & communications equipment

As exclusive representative for CelLynx Group, Inc. (“Lessee”), Lee & Associates - Irvine, Inc. has been authorized to submit this counter proposal to lease space in the above referenced building. This counter proposal outlines the terms and conditions under which CelLynx Group, Inc. will enter into a lease agreement.

SECURITIES ISSUANCE AGREEMENT
Securities Issuance Agreement • May 8th, 2009 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • California
CONSULTING AGREEMENT
Consulting Agreement • July 30th, 2008 • Norpac Technologies, Inc. • Beverages • California

This Consulting Agreement (“Agreement”) is made as of July __, 2008 by and between Kevin Pickard, whose address is ______________________________ (the “Consultant”), and Cellynx, Inc., whose address is 5047 Robert J Mathews Parkway, Suite 400, El Dorado Hills, California 95762 (the “Company”), in reference to the following:

DISTRIBUTION AGREEMENT
Distribution Agreement • May 17th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • California

THIS DISTRIBUTION AGREEMENT ("Agreement"), is by and between INGRAM MICRO INC. ("Ingram Micro"). a Delaware corporation, located at 1600 E. St. Andrew Place, Santa Ana, California 92705. and Cellynx, Inc. a California corporation including its subsidiaries and (each, and collectively, "Vendor"), located at 25910 Acero, Ste 370, Mission Viejo. The effective date ("Effective Date") of this Agreement shall be the date of the last signature set forth below.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 8th, 2004 • Cool Can Technologies Inc/Ca • Beverages • Nevada

THIS AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”) is entered into on the 21st of May, 2004 by Cool Can Technologies, Inc., a Minnesota corporation (“Cool Can”) and NorPac Technologies, Inc., a Nevada corporation (“NorPac”).

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE
CelLynx Group, Inc. • January 13th, 2012 • Radio & tv broadcasting & communications equipment • New York

This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of January 6, 2012, by CELLYNX GROUP INC., a Nevada corporation (the "Maker"); and ASHER ENTERPRISES, INC., a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated May 18, 2011 among those parties (the "Note").

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 17th, 2011 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment

This Amendment No. 1 to the Asset Purchase Agreement (the “APA Amendment”) is made and entered into this 7th day of March, 2011 (the “Effective Date”), by and among 5BARz International, Inc., a Nevada corporation (the “Lender”), and CelLynx Group, Inc., a Nevada corporation (“Borrower”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 30th, 2008 • Norpac Technologies, Inc. • Beverages • California

THIS STOCK PURCHASE AGREEMENT is made on the __ day of February 2008, by and among Cellynx, Inc., a California corporation (the “Company”), and Norman Collins, an individual (each, an “Investor” and collectively, the “Investors”).

NORPAC TECHNOLOGIES, INC. LOCK-UP AGREEMENT (___________)
Lock-Up Agreement • July 30th, 2008 • Norpac Technologies, Inc. • Beverages • California

THIS LOCK-UP AGREEMENT (this “Agreement”), is made and entered into as of July __, 2008 by and among ______________, (“Executive” or “Holder”) and NORPAC TECHNOLOGIES INC., a Nevada corporation to be subsequently named Cellynx Group, Inc. (the “Company”).

Contract
CelLynx Group, Inc. • January 16th, 2009 • Radio & tv broadcasting & communications equipment • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

ADDENDUM TO THE LINE OF CREDIT AGREEMENT
Credit Agreement • May 16th, 2011 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment

THIS ADDENDUM TO THE LINE OF CREDIT AGREEMENT (the “LOC”) is entered into on the 12th day of May, 2011 (the “Effective Date”), and relates to the Line of Credit agreement dated October 5, 2010 and entered into by and between CelLynx Group, Inc., a Nevada corporation (the “Borrower”), and 5BARZ INTERNATIONAL INC., a Nevada Corporation (the “Lender”) as assigned to the Company on December 30, 2010. Each of the Lender and the Borrower may be referred to individually herein as a “Party” and collectively as the “Parties.”

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