SECURITIES PURCHASE AGREEMENTSecurities 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”).
EXCLUSIVE LICENSE AGREEMENT This Agreement (the "Agreement") is dated for reference the 5th day of June, 2002 BETWEEN: COOL CAN TECHNOLOGIES, INC., ------------------------------ a Minnesota corporation having an address at Suite 206, 4505 Las...Exclusive License Agreement • June 20th, 2002 • Cool Can Technologies Inc/Ca • Asphalt paving & roofing materials • Nevada
FUNDING AGREEMENT THIS AGREEMENT dated for reference this 24th day of October, 2001 BETWEEN: COOL CAN TECHNOLOGIES, INC., ------------------------------ a Minnesota corporation having an address at 4505 Las Virgenes Road, Suite 206, Calabasas,...Funding Agreement • November 8th, 2001 • Cool Can Technologies Inc/Ca • Asphalt paving & roofing materials • Nevada
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTLoan 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 PlanIncentive Stock Option Agreement • July 30th, 2008 • Norpac Technologies, Inc. • Beverages
7900 Xerxes Avenue South * Suite 2300 Bloomington, MN 55431-1115 612/835-1344 * FAX 612-835-5845 VIRCHOW, KRAUSE & COMPANY, LLP ---------------------------------------------------------------------------- Certified Public Accountants & Consultants...Cool Can Technologies Inc/Ca • October 11th, 2001 • Asphalt paving & roofing materials
EXHIBIT “A” ADDENDUM AGREEMENTAddendum 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 AGREEMENTBalsam 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 AGREEMENTAsset 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 AGREEMENTExtension 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 AGREEMENTMaster 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 AGREEMENTSecurity 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 AGREEMENTRevolving Line of Credit Agreement • October 13th, 2010 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • Nevada
RELEASE AGREEMENTRelease 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 95762Office Lease • July 30th, 2008 • Norpac Technologies, Inc. • Beverages • California
AMENDMENT NO. 2CelLynx 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 AGREEMENTExclusive 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 AGREEMENTConsulting 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 AGREEMENTThe 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."
ADDENDUM TO THE ASSET PURCHASE AGREEMENTThe 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 MERGERThe 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, CaliforniaCelLynx 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 AGREEMENTSecurities Issuance Agreement • May 8th, 2009 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • California
CONSULTING AGREEMENTConsulting 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 AGREEMENTDistribution 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 MERGERAgreement 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 NOTECelLynx 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 AGREEMENTAsset 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 AGREEMENTStock 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”).
ContractCelLynx 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 AGREEMENTCredit 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.”
