M Line Holdings Inc Sample Contracts

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ARTICLE I THE ACQUISITION
Share Exchange Agreement • June 29th, 2005 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California
EXHIBIT 2.2 AGREEMENT FOR PURCHASE AND SALE ------------------------------- AND ESCROW INSTRUCTIONS -----------------------
Agreement for Purchase and Sale • August 8th, 2003 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California
SECURITY AGREEMENT
Security Agreement • May 6th, 2013 • M Line Holdings Inc • Metalworkg machinery & equipment • Nevada

This SECURITY AGREEMENT (the “Security Agreement”) dated as of March 31, 2013, but made effective as of April 30, 2013, is executed by and among M LINE HOLDINGS, INC., a Nevada corporation (the “Issuing Borrower”), E.M. TOOL CO., INC., a California corporation, and PRECISION AEROSPACE AND TECHNOLOGIES, INC., a Nevada corporation (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Debtor” and all such entities sometimes hereinafter collectively referred to as “Debtors”), with their chief executive offices located at 2672 Dow Avenue, Tustin, CA 92780, and TCA Global Credit Master Fund, LP (the “Secured Party”).

CREDIT AGREEMENT DATED AS OF MARCH 31, 2013, BUT MADE EFFECTIVE AS OF APRIL 30, 2013, BY AND AMONG PRECISION AEROSPACE AND TECHNOLOGIES, INC., COLLECTIVELY, AS BORROWERS, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDER CREDIT AGREEMENT
Credit Agreement • May 6th, 2013 • M Line Holdings Inc • Metalworkg machinery & equipment • Nevada

This CREDIT AGREEMENT (this “Agreement”), dated as of March 31, 2013, but made effective as of April 30, 2013 (the “Effective Date”), is executed by and among M LINE HOLDINGS, INC., a Nevada corporation (the “Issuing Borrower”), E.M. TOOL COMPANY, INC., a California corporation, and PRECISION AEROSPACE AND TECHNOLOGIES, INC., a Nevada corporation (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).

RECITALS
Stock Purchase Agreement • August 12th, 2005 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California
RECITALS
Agreement and Plan of Reorganization • November 7th, 2002 • Gateway International Holdings Inc • Miscellaneous food preparations & kindred products • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 24th, 2015 • M Line Holdings Inc • Metalworkg machinery & equipment • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 10, 2014, by and between M Line Holdings, Inc., a Nevada corporation, with headquarters located at 2672 Dow Avenue, Tustin, CA 92780 (the “Company”), and ADAR BAYS, LLC, a Delaware limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).

Contract
Employee Agreement • February 19th, 2013 • M Line Holdings Inc • Metalworkg machinery & equipment • California

This Executive Employment Agreement ("Agreement") is made and effective this July 1, 2011 by and between M Line Holdings, Inc., a California Corporation ("The Company") and Jitu Banker ("Executive").

EHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of June 17, 2003 by and among GATEWAY INTERNATIONAL HOLDINGS, INC.
Employment Agreement • August 8th, 2003 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California
Employment Agreement
Employment Agreement • June 24th, 2015 • M Line Holdings Inc • Metalworkg machinery & equipment • California

THIS IS AN AGREEMENT, effective as of January 1, 2015 by and between M Line Holdings, Inc. (“M Line”) (the “Company”) and Jitu Banker (the “Executive”). As used herein, the term “Agreement” shall mean this Employment Agreement and all schedules and exhibits thereto (as supplemented and amended from time to time).

SECURITIES PURCHASE AGREEMENT
Debt Purchase Agreement • June 24th, 2015 • M Line Holdings Inc • Metalworkg machinery & equipment • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2014, by and between M Line Holdings, Inc., a Nevada corporation, with headquarters located at 2672 Dow Avenue, Tustin, CA 92780 (the “Company”), and GEL PROPERTIES, LLC, a Delaware limited liability company, with its address at 16192 Coastal Highway, Lewes, DE 19958 (the “Buyer”).

EXHIBIT 10.39
Gateway International Holdings Inc • March 23rd, 2006 • Metalworkg machinery & equipment
Contract
M Line Holdings Inc • November 6th, 2009 • Metalworkg machinery & equipment

This letter is an amendment to that certain Letter of Intent dated June 30, 2009 by and between M Line Holdings, Inc., a Nevada corporation (the “Company”), and Money Line Capital, Inc., a California corporation (referred to herein as “MLC,” “you,” or “your”). This amendment is necessary due to the estimated time it will take to complete the audits of MLC and its subsidiaries, which are necessary in order to consummate the Transaction. As a result, we recommend the timeline for the valuation and Closing of the Transaction be pushed back as set forth in this letter amendment.

EXHIBIT 10.37
Gateway International Holdings Inc • March 23rd, 2006 • Metalworkg machinery & equipment
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INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • November 13th, 2008 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California
SEPARATION AGREEMENT
Separation Agreement • October 10th, 2008 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California

This Separation Agreement (“Agreement”) is entered into effective this 26th day of September, 2008 by and between Gateway International Holdings, Inc., a Nevada corporation, and its subsidiaries (“Gateway”) and Lawrence A. Consalvi, an individual (“Consalvi”). Gateway and Consalvi shall each be referred to as a “Party” and collectively as the “Parties.”

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 24th, 2015 • M Line Holdings Inc • Metalworkg machinery & equipment

This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 15th day of January, 2015, by and between M LINE HOLDINGS, INC., a Nevada corporation (the “Issuing Borrower”), E.M. TOOL COMPANY, INC., a California corporation, and PRECISION AEROSPACE AND TECHNOLOGIES, INC., a Nevada corporation (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers”), JITENDRA BANKER, an individual, and ANTHONY ANISH, an individual (collectively, the “Guarantors”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 15th, 2008 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California
ASSIGNMENT OF PROMISSORY NOTE AND CONSENT THERETO
And Consent Thereto • April 24th, 2009 • M Line Holdings Inc • Metalworkg machinery & equipment

This Assignment of Promissory Note and Consent Thereto (this “Assignment”) is entered into effective as of March 24, 2009, by and among Gateway International Holdings, Inc., a Nevada corporation (“Assignor”) and Money Line Capital, Inc., a California corporation (the “Assignee”), and consented to by Joseph Gledhill and/or Joyce Gledhill, individuals, (“Noteholders”), in connection with the proposed assignment (the “Assignment”) by Assignor to Assignees of that certain Gateway International Holdings, Inc.. Promissory Note dated December 8, 2008 in the original principal amount of $650,000, a copy of which is attached hereto as Exhibit A (the “Note”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2008 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated December 8, 2008 (the “Effective Date”), and is entered into by and between Gateway International Holdings, Inc., a Nevada corporation (“the Company”), and Timothy D. Consalvi, an individual (“Executive”).

Contract
M Line Holdings Inc • April 26th, 2010 • Metalworkg machinery & equipment

This letter is an amendment to that certain Letter of Intent dated June 30, 2009 by and between M Line Holdings, Inc., a Nevada corporation (the “Company”), and Money Line Capital, Inc., a California corporation (referred to herein as “MLC,” “you,” or “your”), as amended on November 5, 2009. This amendment is necessary due to the estimated time it will take to complete the audits of MLC and its subsidiaries, which are necessary in order to consummate the Transaction. As a result, we recommend the timeline for the valuation and Closing of the Transaction be pushed back as set forth in this letter amendment.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • February 7th, 2002 • Gourmet Gifts Inc • Miscellaneous food preparations & kindred products • Nevada

This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 11th day of December, 2001, by and between Gourmet Gifts, Inc., a Nevada corporation ("Gourmet") and E. M. Tool Company, Inc., a California corporation ("E. M.") and the shareholders of E. M. ("Shareholders"), with reference to the following:

Fee Agreement
Fee Agreement • May 16th, 2008 • Gateway International Holdings Inc • Metalworkg machinery & equipment • California

This Fee Agreement (the “Agreement”), dated as of April 30, 2008 (“Effective Date”), is made by and between Gateway International Holdings, Inc. (“Gateway”), 2672 Dow Avenue, Tustin, CA, its future heirs or assignees, and Stephen M. Kasprisin, an individual (“Kasprisin”), of 15 Briercliff, Dove Canyon, CA, 92679.

DEBT PURCHASE AGREEMENT
Debt Purchase Agreement • June 24th, 2015 • M Line Holdings Inc • Metalworkg machinery & equipment • Nevada

THIS DEBT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of January, 2015, by and among TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor” or “Lender”), ICONIC HOLDINGS, LLC, a Delaware limited liability company, with an address of 7200 Wisconsin Ave., Suite 206, Bethesda, MD 20816 (“Assignee”), and M LINE HOLDINGS, INC., a Nevada corporation (the “Issuing Borrower”), E.M. TOOL COMPANY, INC., a California corporation, and PRECISION AEROSPACE AND TECHNOLOGIES, INC. (f/k/a Eran Engineering, Inc.), a Nevada corporation (together with the Issuing Borrower, the “Borrowers”).

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