Exhibit B CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made effective as of the 1st day CONSULTING AGREEMENT of October 1999 (the "Effective Date"), by and between Henry W. Simon, Jr. (the "Consultant") and Genesis Capital...Consulting Agreement • April 20th, 2000 • Genesis Capital Corp of Nevada • Non-operating establishments • Texas
Contract Type FiledApril 20th, 2000 Company Industry Jurisdiction
RECITALS:Management Agreement • January 17th, 2006 • Genesis Capital Corp of Nevada • Real estate • Nevada
Contract Type FiledJanuary 17th, 2006 Company Industry Jurisdiction
Exhibit 6(ix) SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT ("Agreement"), is hereby made effective on July 19, 1999, by and between Hudson Consulting Group, Inc., a Nevada corporation, (Hudson) and Global Universal, Inc., a Nevada corporation...Settlement Agreement • October 26th, 1999 • Genesis Capital Corp of Nevada • Utah
Contract Type FiledOctober 26th, 1999 Company Jurisdiction
Exhibit 2.2 SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONShare Exchange Agreement • November 14th, 2001 • Genesis Capital Corp of Nevada • Non-operating establishments • Nevada
Contract Type FiledNovember 14th, 2001 Company Industry Jurisdiction
BETWEENAcquisition Agreement • November 14th, 2001 • Genesis Capital Corp of Nevada • Non-operating establishments • Utah
Contract Type FiledNovember 14th, 2001 Company Industry Jurisdiction
PREMISESConsulting Agreement • October 26th, 1999 • Genesis Capital Corp of Nevada • Texas
Contract Type FiledOctober 26th, 1999 Company Jurisdiction
RECITALSSecurity Agreement • October 26th, 1999 • Genesis Capital Corp of Nevada • Utah
Contract Type FiledOctober 26th, 1999 Company Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2010 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • New York
Contract Type FiledJune 4th, 2010 Company Industry JurisdictionMilwaukee Iron Arena Football, Inc., a corporation organized under the laws of Nevada, with its principal offices at 259 South Street, Waukesha, IL 53186 (hereinafter referred to as the “Company”),
Exhibit 10.8 ESCROW AGREEMENT ESCROW AGREEMENT ("Escrow Agreement") dated as of December 13, 2001 by and among Genesis Capital Corporation of Nevada, a Nevada corporation ("Company"), Equity Planners LLC, Sea Lion Investors LLC, and Myrtle Holdings...Escrow Agreement • January 15th, 2002 • Genesis Capital Corp of Nevada • Non-operating establishments • New York
Contract Type FiledJanuary 15th, 2002 Company Industry Jurisdiction
INVESTMENT AGREEMENTInvestment Agreement • June 4th, 2010 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • New York
Contract Type FiledJune 4th, 2010 Company Industry JurisdictionWHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to fifteen million dollars ($15,000,000) to purchase the Company's Common Stock, at no par value per share (the "Common Stock"); and
PREMISESConsulting Agreement • October 26th, 1999 • Genesis Capital Corp of Nevada • Texas
Contract Type FiledOctober 26th, 1999 Company Jurisdiction
RecitalsDebt Settlement Agreement • October 26th, 1999 • Genesis Capital Corp of Nevada • Utah
Contract Type FiledOctober 26th, 1999 Company Jurisdiction
Exhibit 10.8a AMENDMENT TO ESCROW AGREEMENT This Amended Escrow Agreement dated February 5, 2002, amends the Escrow Agreement made on December 13, 2001, by and among Genesis Capital Corporation of Nevada, a Nevada corporation ("Company"), Equity...Escrow Agreement • February 22nd, 2002 • Genesis Capital Corp of Nevada • Non-operating establishments
Contract Type FiledFebruary 22nd, 2002 Company IndustryThis Amended Escrow Agreement dated February 5, 2002, amends the Escrow Agreement made on December 13, 2001, by and among Genesis Capital Corporation of Nevada, a Nevada corporation ("Company"), Equity Planners LLC, Sea Lion Investors LLC, and Myrtle Holdings LLC, all of which are Colorado limited liability companies ("Purchasers"), and Sroya Holdings Company, Inc., a New York corporation having a principal place of business at 1750 East 18th Street, Brooklyn, New York 11229 ("Escrow Agent"), as follows:
Exhibit 2.2 AGREEMENT Dated as of: October 31, 2001 Between: Genesis Capital Corporation, a Nevada corporation; ("Genesis") And: National Residential Properties, Inc, ("National"). WHEREAS, National and Senior Adult Lifestyle, Inc., a Nevada...Agreement • January 10th, 2002 • Genesis Capital Corp of Nevada • Non-operating establishments
Contract Type FiledJanuary 10th, 2002 Company Industry
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Delaware
Contract Type FiledOctober 29th, 2014 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 11, 2014, by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (the “Company”), and __________________________ (“Purchaser”),
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Nevada
Contract Type FiledOctober 29th, 2014 Company Industry JurisdictionThis Agreement and Plan of Merger, dated as of August 20, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).
AGREEMENTAgreement • January 15th, 2002 • Genesis Capital Corp of Nevada • Non-operating establishments • Connecticut
Contract Type FiledJanuary 15th, 2002 Company Industry Jurisdiction
Exhibit 8(ii) MERGER AGREEMENT AND PLAN OF MERGER THIS MERGER AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of the 9th day of March, 1999 by and between Genesis Capital Corporation of Nevada, a Nevada corporation (hereinafter...Ii) Merger Agreement and Plan of Merger • October 26th, 1999 • Genesis Capital Corp of Nevada • Nevada
Contract Type FiledOctober 26th, 1999 Company Jurisdiction
THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation
Contract Type FiledOctober 29th, 2014 Company IndustryThis Amendment of Agreement and Plan of Merger, dated as of October 23, 2014, is entered into by and among EV CHARGING USA, INC., a Nevada corporation (formerly “MILWAUKEE IRON ARENA FOOTBALL, INC.”) (“EV”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of EV (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).
Shareholder Loan AgreementShareholder Loan Agreement • March 6th, 2015 • EV Charging USA, INC • Services-miscellaneous amusement & recreation • Illinois
Contract Type FiledMarch 6th, 2015 Company Industry Jurisdiction
AMENDMENT OF AGREEMENT AND PLAN OF MERGERAmendment of Agreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation
Contract Type FiledOctober 29th, 2014 Company IndustryThis Amendment of Agreement and Plan of Merger, dated as of August 28, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida
Contract Type FiledOctober 29th, 2014 Company Industry JurisdictionTHIS SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2014, is entered into by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (the “Company”), and ________________________________ (“Purchaser”).
AGREEMENTAgreement • January 20th, 2015 • EV Charging USA, INC • Services-miscellaneous amusement & recreation • Florida
Contract Type FiledJanuary 20th, 2015 Company Industry JurisdictionTHIS AGREEMENT, dated as of January 15, 2015, by and between EV CHARGING USA, INC., a Nevada corporation (the “Corporation”), and RICHARD S. ASTROM (“Astrom”),
EXCHANGE AGREEMENTExchange Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida
Contract Type FiledOctober 29th, 2014 Company Industry JurisdictionTHIS EXCHANGE AGREEMENT, dated as of October 27, 2014, by and between EV CHARGING USA, INC., a Nevada corporation (the “Corporation”), and RICHARD S. ASTROM (“Astrom”),
UNWIND AGREEMENTUnwind Agreement • December 1st, 2010 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida
Contract Type FiledDecember 1st, 2010 Company Industry JurisdictionTHIS UNWIND AGREEMENT (the “Agreement”) effective this 29th day of October, 2010 by and between Milwaukee Iron Arena Football, Inc., a Nevada corporation (“Iron”), Milwaukee Iron Arena Football Club, Inc. (“Iron Sub”), Andrew Vallozzi III, Richard Astrom and all of the individuals set forth on Schedule A to this Agreement (the “Members”) and Bradley David LaCombe, Gary Miller, Michael Carpenter, Michael Whitely and Todd D. Hansen, jointly and severally as guarantors (the “Guarantors”).
ContractThe Agreement and Plan of Merger • August 11th, 2009 • Genesis Capital Corp of Nevada • Real estate • Nevada
Contract Type FiledAugust 11th, 2009 Company Industry JurisdictionTHE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Shareholder Loan AgreementShareholder Loan Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Illinois
Contract Type FiledOctober 29th, 2014 Company Industry Jurisdiction
PLEDGE AGREEMENTPledge Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida
Contract Type FiledOctober 29th, 2014 Company Industry JurisdictionTHIS PLEDGE AGREEMENT, dated October 27, 2014, by and between EV CHARGING USA, INC., a Nevada corporation (the “Pledgor”), and RICHARD S. ASTROM (the “Secured Party”), pursuant to the provisions of that certain Promissory Note in the principal amount of $400,000.00, of even date herewith (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Promissory Note”), made by the Pledgor in favor of the Secured Party,
REFERRAL AGREEMENT (For Individuals)Referral Agreement • April 27th, 2015 • EV Charging USA, INC • Services-miscellaneous amusement & recreation • California
Contract Type FiledApril 27th, 2015 Company Industry JurisdictionThis Referral Agreement ("Agreement") is made and entered into this 10th day of March, 2015 ("Effective Date"), by and between ChargePoint, Inc., a Delaware corporation ("ChargePoint"), and EV Charging USA, Inc., an individual having an address at 180 N LaSalle Street, Suite 3700, Chicago IL 60601 ("Source"). The parties hereby agree as follows:
SECOND AMENDMENT OF AGREEMENT AND PLAN OF MERGERAmendment of Agreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation
Contract Type FiledOctober 29th, 2014 Company IndustryThis Second Amendment of Agreement and Plan of Merger, dated as of October 2, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).
AMENDMENT AGREEMENTAmendment Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation
Contract Type FiledOctober 29th, 2014 Company IndustryTHIS AMENDMENT AGREEMENT, dated as of October 3, 2014, by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), on the one hand, and AMERICAN CAPITAL CORP., DIXIE ASSETS MANAGEMENT, INC., PHARO TESORO LLC and STRUCTURED ACQUISITION CORP., severally (collectively the “Purchasers” and each of them a “Purchaser”) on the other hand,
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESIS CAPITAL CORPORATION OF NEVADA, GENESIS CAPITAL ACQUISITION CORP., LYFETEC, INC., THE SHAREHOLDERS OF GENESIS CAPITAL CORPORATION OF NEVADA, MACADA HOLDING, INC., AND THE SHAREHOLDERS OF MACADA...Agreement and Plan of Merger • October 5th, 2009 • Genesis Capital Corp of Nevada • Real estate • Nevada
Contract Type FiledOctober 5th, 2009 Company Industry JurisdictionThis Agreement and Plan Of Merger is made effective as of the __ of , 2009 by and among Genesis Capital Corporation of Nevada, a Nevada Corporation (“Genesis”), Genesis Capital Acquisition Corp., a wholly-owned subsidiary of Genesis (“Genesis Sub”), Lyfetec, Inc., a Nevada corporation (“Lyfetec”), the undersigned preferred shareholders of Genesis as listed on Schedule 1 attached hereto (“Genesis Preferred Shareholders”), Macada Holding, Inc., the sole shareholder of Lyfetec (“Macada” or “Lyfetec Shareholders”) and the undersigned shareholders of Macada as listed on Schedule 2 attached hereto (“Macada Shareholders”)