FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT This Subscription Agreement dated as of April __, 2004 (the "AGREEMENT") is entered into by and among Amalgamated Technologies, Inc., a Delaware corporation (the "COMPANY"), and the individuals and...Subscription Agreement • May 17th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
CONTESSA CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2000 • Contessa Corp /De • Retail-eating places • New Jersey
ARTICLE II REPRESENTATIONS AND WARRANTIES OF CONTESSAAcquisition Agreement • October 30th, 1998 • Contessa Corp /De
Creekmore Advisory Agreement made as of the 17 day of February, 2000 BETWEEN Fullcom, Inc., a New Jersey corporation (the "Company") with offices at 11 Chambers Street, Princeton, New Jersey, Contessa Corporation, a Delaware Corporation and Gregory...Advisory Agreement • May 21st, 2001 • Fullcomm Technologies Inc • Retail-eating places • New Jersey
EXHIBIT 10.15 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 17th day of July, 2002 by and amongExecutive Employment Agreement • March 31st, 2003 • Fullcomm Technologies Inc • Retail-eating places • New York
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 28th day of January, 2000, and is by and between Fullcomm, Inc., a New Jersey corporation with an office for purposes of this Agreement at 11...Employment Agreement • May 12th, 2000 • Contessa Corp /De • Retail-eating places • New Jersey
BACKGROUNDSubscription Agreement • March 21st, 2005 • Amalgamated Technologies Inc • Retail-eating places • New York
Exhibit 2.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between David Rector, of 1640 Terrace Way, Walnut Creek, CA 94596 (the "Seller"); the buyer listed on Exhibit A...Stock Purchase Agreement • May 13th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
EXHIBIT 10.1 LEASELease Agreement • October 30th, 1998 • Contessa Corp /De • Florida
Exhibit 2 AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF MERGERMerger Agreement • April 4th, 2000 • Contessa Corp /De • Retail-eating places • New Jersey
Exhibit 2.4Stock Purchase Agreement • May 13th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF MERGERMerger Agreement • May 21st, 2001 • Fullcomm Technologies Inc • Retail-eating places • New Jersey
WITNESSETH:Management Agreement • October 4th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
Exhibit 2.6 SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 19 2004, between Amalgamated Technologies, Inc, a corporation...Series B Convertible Preferred Stock Purchase Agreement • May 13th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
Exhibit 2.7 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between the seller listed on Exhibit A attached hereto (the "Seller"); and the buyer listed on Exhibit B attached...Stock Purchase Agreement • May 13th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 17th, 2006 • ProLink Holdings Corp. • Retail-eating places • New York
This Securities Purchase Agreement is entered into and dated as of October 10, 2006 (this “Agreement”), by and among ProLink Holdings Corp., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 10.1Preferred Stock Purchase Agreement • August 6th, 2002 • Fullcomm Technologies Inc • Retail-eating places • New York
ContractWarrant Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2007 • ProLink Holdings Corp. • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 23, 2007, by and among ProLink Holdings Corp., a Delaware corporation with headquarters located at 410 South Benson Ln., Chandler, Arizona 85224 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENTExclusive Licensing and Distribution Agreement • June 6th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • Arizona
THIS AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into on May 8, 2006 (the “Effective Date”), by and between ProLink Solutions, LLC, a Delaware limited liability company (“Supplier”), and Elumina Iberica, S.A., a company formed and existing under the laws of Spain (“Distributor”).
SECOND AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENTExclusive Licensing and Distribution Agreement • April 13th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • Arizona
THIS SECOND AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of April 9, 2007 (the “Effective Date”), by and between ProLink Solutions, LLC, a Delaware limited liability company (“Supplier”), and Elumina Iberica, S.A., a company formed and existing under the laws of Spain (“Distributor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 27th, 2006 • ProLink Holdings Corp. • Retail-eating places • Arizona
THIS AGREEMENT is entered into on October 23, 2006, between Comerica Bank (“Bank”) as secured party, whose office is One North Central, Suite 1000, 10th Floor, Phoenix, Arizona, 85004 and the undersigned (individually and/or collectively as the context requires, “Borrower”), whose chief executive office is located at 410 S. Benson Lane, Chandler, Arizona 85224. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2007 • ProLink Holdings Corp. • Retail-eating places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2007, by and among ProLink Holdings Corp., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED SECURITY AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto PROLINK HOLDINGS CORP. and EACH ELIGIBLE SUBSIDIARY NAMED HEREIN Dated: March 31, 2008Security Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
This AMENDED AND RESTATED SECURITY AGREEMENT is made as of March 31, 2008 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”) by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”), PROLINK HOLDINGS CORP., a Delaware corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
Robeco WPG Event-Driven Multi-Strategy Overseas, L.P. c/o Robeco Investment Management, Inc. 909 Third Avenue New York, NY 10022 July 5, 2007Factoring Line of Credit Loan Agreement • August 20th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • New York
This letter agreement (the “Agreement”), when executed by PROLINK SOLUTIONS LLC, a Delaware limited liability company (“Borrower”), and ROBECO WPG EVENT-DRIVEN MULTI-STRATEGY OVERSEAS, L.P., a Cayman Islands limited partnership (“Lender”), will constitute a binding agreement enforceable by and against the parties hereto.
ContractSecured Convertible Term Note • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecurities Agreement • January 29th, 2007 • ProLink Holdings Corp. • Retail-eating places
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ContractConvertible Note Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
Media Representation AgreementMedia Representation Agreement • November 14th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • New York
The following sets forth the agreement (“Agreement”) between ABC National Television Sales, Inc. (“ABC”) and ProLink Solutions, LLC (“ProLink”) in connection with advertising sales representation by ABC for video display monitors on golf carts. ABC and ProLink are sometimes referred to herein individually as a “Party” and collectively, as the “Parties”.
EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENTExclusive Licensing and Distribution Agreement • August 14th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • Arizona
THIS EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into on May 12, 2008 (the “Effective Date”), by and between ProLink Solutions, LLC, a Delaware limited liability company (“Supplier”), and SPORT BUSINESS GROUP, a company formed and existing under the laws of France (“Distributor”).
ASSIGNMENT OF LEASEAssignment of Lease • December 12th, 2008 • ProLink Holdings Corp. • Services-prepackaged software
This Assignment of Lease (this “Assignment”) is made and entered into effective on May 16, 2008 (the “Effective Date”), by and between ProLink Solutions, LLC, d/b/a ProLink Capital (the “Assignor,” or “ProLink”) and FOC Financial Limited Partnership (the “Assignee”).
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of August 17, 2007 is made by PROLINK HOLDINGS CORP., a Delaware corporation (“Pledgor”), in favor of CALLIOPE CAPITAL CORPORATION, a Delaware corporation (“Calliope”).
STOCK PURCHASE AGREEMENT AGREEMENT made as of the 9th day of April, 1999 by and between Contessa Corporation ("Contessa") and Mr. Pietro Bortolatti (the "Project Manager"). W I T N E S S E T H : WHEREAS, Contessa is the sole owner of Five Hundred...Stock Purchase Agreement • March 14th, 2000 • Contessa Corp /De • Retail-eating places • New York
ContractWarrant Agreement • April 17th, 2006 • ProLink Holdings Corp. • Retail-eating places • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (i) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (ii) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS.
ContractSecured Revolving Note • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
