Exhibit 10.12 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT ( the "Agreement") is made this 1st day of June, 2000 by and between Hudson Consulting Group, Inc., a Nevada corporation ("Advisor") and Sedona Worldwide Incorporated, an Arizona corporation...Advisory Agreement • April 16th, 2001 • Sedona Worldwide Inc • Miscellaneous manufacturing industries • Utah
LEASE AGREEMENT Edward John Martori, hereinafter "Landlord", agrees to lease to Red Rock Collection Incorporated, an Arizona corporation, hereafter "Tenant", and Tenant agrees to lease from Landlord, the real property situated in Maricopa County,...Lease Agreement • November 4th, 1998 • Sedona Worldwide Inc • Arizona
ContractWarrant Agreement • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
DISTRIBUTOR AGREEMENT THIS DISTRIBUTOR AGREEMENT is dated this 29th day of June, 2000 by and between Sedona Worldwide Incorporated ("Company') and TSEuro, Inc. ("Distributor"), an Arizona based Corporation. 1. RECITALS 1.1 Company is engaged in the...Distributor Agreement • August 9th, 2000 • Sedona Worldwide Inc • Miscellaneous manufacturing industries • Arizona
AGREEMENTMarketing Agreement • November 4th, 1998 • Sedona Worldwide Inc
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2005 • Greens Worldwide Inc • Retail-eating places • New York
This Registration Rights Agreement ("Agreement"), dated as of October 25, 2005, is made by and between GREENS WORLDWIDE INCORPORATED, a Arizona corporation ("Company"), and BRITTANY CAPITAL MANAGEMENT LIMITED, a Bahamian corporation (the "Subscriber").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2005 • Greens Worldwide Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 16, 2005, by and among Greens Worldwide Incorporated, an Arizona corporation, with headquarters located at 346 Woodland Church Road, Hertford, NC 27944 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN GREENS WORLDWIDE INCORPORATED AND BRITTANY CAPITAL MANAGEMENT LIMITED Dated October 25, 2005Private Equity Credit Agreement • November 2nd, 2005 • Greens Worldwide Inc • Retail-eating places • New York
THIS PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 25th day of August, 2005 (this "AGREEMENT"), by and between BRITTANY CAPITAL MANAGEMENT LIMITED, a corporation organized and existing under the laws of the Bahamas ("INVESTOR"), and GREENS WORLDWIDE INCORPORATED, a corporation organized and existing under the laws of the State of Arizona (the "COMPANY").
MASTER LEASE AGREEMENTMaster Lease Agreement • November 4th, 1998 • Sedona Worldwide Inc • Arizona
AGREEMENT FOR THE EXCHANGE OF COMMON STOCKAgreement for the Exchange of Common Stock • August 25th, 2006 • Greens Worldwide Inc • Retail-eating places
Agreement made this 8th day of August, 2006, by and between Greens Worldwide, Incorporated, an Arizona corporation, OTCBB GRWW (the “Issuer”) and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2006 • Greens Worldwide Inc • Retail-eating places • North Carolina
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of July 2006, by and between Greens Worldwide Incorporated, an Arizona corporation (“Purchaser”) GRWW Nasdaq Bulletin Board, and ArEn Services, LLC a/k/a Champions Golf Tour, (“Seller”).
Exhibit 10.1 THE GREENS OF LAS VEGAS, INC. MEMORANDUM OF UNDERSTANDING DECEMBER 28, 2001 This Memorandum of Understanding (the "MOU") sets forth the terms of an agreement by and among The Greens of Las Vegas, Inc., a Nevada corporation ("GOLV"),...Memorandum of Understanding • April 15th, 2002 • Sedona Worldwide Inc • Miscellaneous manufacturing industries • Arizona
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 26th, 2006 • Greens Worldwide Inc • Retail-eating places • Arizona
THIS AGREEMENT (“Agreement”), made as of the 24th day of August, 2006, effective on the Effective Date (as defined herein), between Greens Worldwide Incorporated (the “Company”), an Arizona corporation , having its principal place of business at Hertford, NC, and David Hutchens, (the “Executive”).
Exhibit 10.2 ASSET PURCHASE AGREEMENT BUYER: GREENS WORLDWIDE INCORPORATED SELLER: GREENS OF LAS VEGAS, INC. EFFECTIVE DATE: July 31, 2002 Article I Sale of Assets.......................................................4 Section 1.1 SALE AND PURCHASE...Asset Purchase Agreement • August 14th, 2002 • Sedona Worldwide Inc • Miscellaneous manufacturing industries • Arizona
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2006 • Greens Worldwide Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2006, by and among Greens Worldwide Inc., an Arizona corporation, with headquarters located at 346 Woodland Church Road, Hertford, NC 27944 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2007 • Greens Worldwide Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2007, by and among Greens Worldwide Incorporated, an Arizona corporation, with headquarters located at 346 Woodland Church Road, Hertford, NC 27944 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
AGREEMENTInstallment Promissory Note • November 4th, 1998 • Sedona Worldwide Inc • Arizona
STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENTStock Issuance, Assumption and Release Agreement • August 23rd, 2007 • Greens Worldwide Inc • Retail-eating places • Virginia
THIS STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the “Agreement”) is made as of the 17th day of August, 2007, by and among GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), AIR BROOK AIRPORT EXPRESS, INC., a Delaware corporation (“ARBK”), and AJW PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW OFFSHORE, LTD., a Caymans Island corporation (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”), and NEW MILLENNIUM CAPITAL PARTNERS, II, LLC, a New York limited liability company (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”).
GREENS WORLDWIDE INCORPORATED SECURITIES PURCHASE AGREEMENT OCTOBER 17, 2006Securities Purchase Agreement • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2006, by and among Greens Worldwide Incorporated, an Arizona corporation (the “Company”), and Shelter Island Opportunity Fund, LLC (“Shelter Island”) and Topwater Investment Management LLC (“Topwater” and together with Shelter Island the “Purchasers”).
January 8, 2007Waiver of Defaults Under Securities Purchase Agreement • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places
Fuselier Holding, LLCExclusive Definitive Agreement • October 16th, 2007 • Greens Worldwide Inc • Retail-eating places • Texas
THIS EXCLUSIVE DEFINITIVE AGREEMENT (this “Agreement”) is made and entered into this 9th day of October, 2007, by and between Fuselier Holding, LLC, a Texas limited liability company with its principal place of business located at 1207 Hampshire Lane, Richardson, Texas 75080 (hereinafter referred to as “Assignee”) and Greens Worldwide Incorporated, an Arizona corporation with its principal place of business located at 801 International Parkway, 5th Floor, Lake Mary, FL 32746 (hereinafter referred to as the “Company”).
RELEASE AGREEMENTRelease Agreement • March 28th, 2007 • Greens Worldwide Inc • Retail-eating places
THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 22nd day of March, 2007 (the “Effective Date”), by and among Greens Worldwide Incorporated, an Arizona Corporation (“GRWW”), AJW Partners, LLC, a Delaware limited liability company (“AJW Partners”), AJW Offshore, Ltd., a Caymans Island corporation (“AJW Offshore”), AJW Qualified Partners, LLC, a New York limited liability company (“AJW Qualified Partners”), New Millennium Capital Partners, II, LLC, a New York limited liability company (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”), Andara Corporation (“Andara”), and Dutchess Advisors, LLC (“Dutchess”) (each individually a “Party” and collectively the “Parties”).
Memorandum of AgreementMemorandum of Agreement • October 3rd, 2005 • Greens Worldwide Inc • Retail-eating places
This memorandum constitutes our agreement and understanding with respect to a business relationship between DGIR and GRWW.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK FOR MEMBERSHIP INTERESTSAgreement for the Exchange of Common Stock for Membership Interests • May 18th, 2006 • Greens Worldwide Inc • Retail-eating places • New York
Agreement made this ____ day of May, 2006, by and between Greens Worldwide, Incorporated, an Arizona corporation, OTCBB GRWW (the “Issuer”) and Worldwide Marketing and Media Group, LLC, a Limited Liability Company (the “Company”), Todd Gershwin, an individual (“Gershwin”) and Edward Manetta, an individual (“Manetta”). Manetta and Gershwin are sometimes referred to herein as a “Member” or the “Members” of the Company.
GUARANTY OF COLLECTIONGuaranty of Collection • March 28th, 2007 • Greens Worldwide Inc • Retail-eating places • New York
THIS GUARANTY OF COLLECTION (the “Guaranty”) is made as of March 22, 2007, by JOHN WOODALL (the “Guarantor”) to and for the benefit of AJW PARTNERS, LLC (“AJW Partners”), AJW OFFSHORE, LTD. (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC (“AJW Qualified Partners”), and NEW MILLENNIUM CAPITAL PARTNERS II, LLC (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2006 • Greens Worldwide Inc • Retail-eating places • Arizona
THIS AGREEMENT (“Agreement”), made as of the 15th day of June, 2006, effective on the Effective Date (as defined herein), between Greens Worldwide Incorporated (the “Company”), an Arizona corporation , having its principal place of business at Hertford, NC, and William Conwell, (the “Executive”).
AgreementAgreement for the Exchange of Common Stock • August 24th, 2006 • Greens Worldwide Inc • Retail-eating places
This agreement to extend the closing date of the acquisition of the Tar Heel Tour, Inc. is made and entered into this 16th day of August, 2006.
February 1, 2007Waiver of Defaults Under Securities Purchase Agreements • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places • New York
GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of November 20, 2006, among Greens Worldwide Inc., a Nevada corporation (the “Company”), Thomas Kidd (the “Pledgor”), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Pledgees”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG PLAYERS TOUR INC., GREENS WORLDWIDE INCORPORATED, TEXAS SPORTS GROUP, INC., AND GARY M. DESERRANO AND KATHY J. DESERRANO Dated as of August 31, 2006Merger Agreement • September 19th, 2006 • Greens Worldwide Inc • Retail-eating places • Texas
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made as of August 31, 2006, by and among PLAYERS TOUR INC., a Delaware corporation (the “Subsidiary” or the “Surviving Corporation”), a wholly owned subsidiary of GREENS WORLDWIDE INCORPORATED, an Arizona corporation (“GRWW”), TEXAS SPORTS GROUP, INC., a Texas corporation d/b/a Tight Lies Tour, Lone Star Golf Tour, and Cadillac Senior Series (the “Company”), GARY M. DESERRANO, the sole shareholder of the Company, and his wife, KATHY J. DESERRANO (Gary M. De Serrano and Kathy J. DeSerrano are referred to, together, as the “Company Shareholder”) (the Subsidiary, GRWW, Company, and Company Shareholder, are referred to, collectively, as the “Parties” and individually, as a “Party”).
AGREEMENTPrivate Equity Credit Agreement • November 18th, 2005 • Greens Worldwide Inc • Retail-eating places
AGREEMENT entered into this 18th day of November, 2005 by and between Greens Worldwide Incorporated (“GRWW”) and Brittany Capital Management Limited (“Brittany”).
GREENS WORLDWIDE INC. Hertford, NC 27944Amendment of Warrants • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places
This letter sets forth the agreement of the parties hereto to amend the exercise price and maturity of certain warrants, which are convertible into shares of the Company’s common stock, no par value per share (the “Common Stock”), originally issued by the Company to the investors listed in the signature pages hereto (collectively, the “Investors”), on May 31, 2006, September 19, 2006 and July 31, 2006 (the “Warrants”).
AgreementAgreement for the Exchange of Common Stock • August 25th, 2006 • Greens Worldwide Inc • Retail-eating places
This agreement to extend the closing date of the acquisition of the Tar Heel Tour, Inc. is made and entered into this 16th day of August, 2006.
February 2, 2007Waiver of Defaults Under Securities Purchase Agreement • February 8th, 2007 • Greens Worldwide Inc • Retail-eating places
AGREEMENTSecurities Purchase Agreement • November 2nd, 2005 • Greens Worldwide Inc • Retail-eating places
AGREEMENT entered into this 25th day of October 2005 by and among GRWW, Southridge Partners LP (“SP”) and Brittany Capital Management Limited (“Brittany”).
