Exhibit 2.5 CLOSING AGREEMENT THIS CLOSING AGREEMENT dated the 6th day of August, 2000, by and between Advanced Wireless Systems, Inc. ("Purchaser") and Digital Wireless Systems, Inc. ("Seller"). RECITALS 1. WHEREAS, Seller is a debtor in a Chapter 11...Closing Agreement • August 22nd, 2000 • Advanced Wireless Systems Inc • Cable & other pay television services
ANDAsset Purchase Agreement • August 22nd, 2000 • Advanced Wireless Systems Inc • Cable & other pay television services • Tennessee
INDEMNITY AGREEMENTIndemnification Agreement • November 24th, 2015 • Coconnect, Inc. • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of November 20, 2015, is made by and between CoConnect, Inc., a Nevada corporation (the “Company”), and Henrik Rouf (“Indemnitee”).
COCONNECT, INC. LOCK-UP AND LEAK-OUT AGREEMENTLock-Up and Leak-Out Agreement • December 22nd, 2011 • Coconnect Inc • Blank checks • Utah
THIS COCONNECT, INC. LOCK-UP AND LEAK-OUT AGREEMENT (to include Schedule A and Exhibit 1, which is collectively the “Agreement”) is dated this 19th day of December, 2011(the “Effective Date”) by and among CoConnect, Inc. (the “Company” or a “Party”), and the undersigned shareholder, officer or director of the Company (the “Shareholder”) in anticipation of the acquisition of a number of precious metals properties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2011 • Coconnect Inc • Blank checks • Utah
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2011, by and among CoConnect, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • November 13th, 2009 • Coconnect Inc • Blank checks • Florida
THIS NOTE EXCHANGE AGREEMENT (the “Agreement”) is effective as of August 15, 2009 (the “Effective Date”) by and between CoConnect, Inc., a Nevada corporation (the “Company”) and Noctua Fund, LP, a Delaware limited partnership (“Noctua”). The Company and Noctua may be individually referred to herein as a “Party” and collectively as the “Parties”.
September 29, 2010 Law Offices of Marc S. ApplbaumLease Agreement • October 5th, 2010 • Coconnect Inc • Blank checks
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 20th, 2018 • Coconnect, Inc. • Blank checks
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of February 14, 2018, is entered into by (i) CoConnect, Inc., a Nevada corporation (the “Assignee”), and (ii) Mastermind Marketing, Inc, a Georgia Corporation (“MIM Inc.”), Digital Advize, LLC, a Georgia limited liability company (“Advize”), and Villanta Corporation, a Georgia Corporation (“Villanta”, and collectively with MIM Inc., and Advize the “Assignors”). The Assignee and the Assignors are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
JOINT VENTURE INTEREST CONTRIBUTION AGREEMENTJoint Venture Interest Contribution Agreement • February 20th, 2018 • Coconnect, Inc. • Blank checks • New York
This Joint Venture Interest Contribution Agreement (this “Agreement”) is made and entered into as of February 14, 2018 by and among (i) CoConnect, Inc., a Nevada corporation (the “Purchaser”), (ii) Mastermind Involvement Marketing, a Georgia joint venture (the “Company”), and Mastermind Marketing, Inc, a Georgia Corporation (“MIM Inc.”), Digital Advize, LLC, a Georgia limited liability company (“Advize”), and Villanta Corporation, a Georgia Corporation (“Villanta”, and collectively with Advize, the “Minority Sellers”. MIM Inc., Advize and Villanta are collectively referred to herein as the “Sellers”, individually each a “Seller”). The Purchaser, Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AGREEMENT AND PLAN OF REORGANIZATION AMONG COCONNECT, INC., COCONNECT SUBSIDIARY, INC. AND BOOMJ.COM, INC.Agreement and Plan of Reorganization • August 10th, 2007 • Coconnect Inc • Services-computer processing & data preparation • Nevada
This Agreement and Plan of Reorganization (hereinafter the “Agreement”) is entered into effective as of this 7th day of August 2007, by and among CoConnect Inc., a Nevada corporation (hereinafter “CoConnect”); CoConnect Subsidiary, Inc., a newly-formed Nevada corporation (“CoConnect Sub”); CoConnect; and Boomj.com, Inc., a Nevada corporation (hereinafter “Boomj”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2010 • Coconnect Inc • Blank checks • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of September 29, 2010 (the “Effective Date”), by and between Marc S. Applbaum, Esq., an individual, (the “Employee”) and CoConnect, Inc., a Nevada corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • May 20th, 2010 • Coconnect Inc • Blank checks • California
THIS ESCROW AGREEMENT (the “Agreement”) is dated as of March 15, 2010 by and among (i) CoConnect, Inc., a Nevada corporation (the "Company”), (ii) Noctua Fund Manager, LLC, a Delaware limited liability company (“NFM”), and (iii) Action Stock Transfer Corporation (the “Escrow Agent”) (The Company, NFM and the Escrow Agent may hereinafter be referred to individually as a “Party” and collectively as the “Parties”).
SETTLEMENT AGREEMENTSettlement Agreement • October 28th, 2011 • Coconnect Inc • Blank checks • California
THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2011 (the “Effective Date”) by and between (i) CoConnect, Inc., a Nevada corporation (the “Company”) and Marc S. Applbaum, Esq., an individual and the Company’s President (“Applbaum”). The Company and Applbaum may be individually referred to herein as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 16th, 2009 • Coconnect Inc • Blank checks • Nevada
THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of December 14, 2009 (the “Effective Date”) by and between CoConnect, Inc., a Nevada corporation (the “Company”) and Turnaround Advisors, L.C., a Utah limited liability company (the "Investor").
STOCK OPTION AGREEMENTStock Option Agreement • November 24th, 2015 • Coconnect, Inc. • Blank checks • Nevada
THIS STOCK OPTION AGREEMENT, dated as the Date of Grant specified below, is between CoConnect, Inc., a Nevada corporation (the “Company”), and Bennett J. Yankowitz (the “Optionee”), and is made upon the following terms and conditions:
Exhibit 2.6 AUDIT ESCROW AGREEMENT This Audit Escrow Agreement (the "Escrow Agreement") is entered between Advanced Wireless Services, Inc. ("Purchaser"), Digital Wireless Services, Inc. ("Seller"), and the Escrow Agent named on the signature page...Audit Escrow Agreement • August 22nd, 2000 • Advanced Wireless Systems Inc • Cable & other pay television services • Texas
STOCK AND MEMBERSHIP INTEREST EXCHANGE AGREEMENTStock and Membership Interest Exchange Agreement • November 3rd, 2014 • Coconnect, Inc. • Blank checks • Connecticut
This Stock and Membership Interest Exchange Agreement (this “Agreement”) is made as of October 31, 2014 by CoConnect, Inc., a Nevada corporation (“Buyer”), Fritz Knipschildt, a resident of the State of Connecticut (the “Founder”) and Marshall Brook Capital Corporation LLC, a Delaware limited liability company (“MBCC”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • February 17th, 2010 • Coconnect Inc • Blank checks • California
This Advisory Services Agreement (the “Agreement”), is effective as of November 15, 2009 (the “Effective Date”), by and between (i) CoConnect, Inc. (hereinafter referred to as the “Company”), a Nevada corporation and (ii) Noctua Fund Manager, LLC (hereinafter referred to as the “Consultant”), a Delaware limited liability company. Individually, the Company and the Consultant may be referred to herein as a “Party,” and collectively as the “Parties.”
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 20th, 2018 • Coconnect, Inc. • Blank checks • New York
Joint Venture Interest Contribution Agreement, dated as of February 14, 2018 (the “Contribution Agreement”), by and among (i) CoConnect, Inc., a Nevada corporation (the “Purchaser”), (ii) Mastermind Involvement Marketing, a Georgia joint venture (the “Company”), and (iii) Mastermind Marketing, Inc, a Georgia Corporation, Digital Advize, LLC, a Georgia limited liability company, and Villanta Corporation, a Georgia Corporation (collectively the “Sellers”).
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • November 13th, 2009 • Coconnect Inc • Blank checks • Florida
THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is effective as of August 15, 2009 (the “Effective Date”) by and between CoConnect, Inc., a Nevada corporation (the “Company”) and Noctua Fund Manager, LLC, a Delaware limited liability company (“NFM”). The Company and NFM may be individually referred to herein as a “Party” and collectively as the “Parties”.
SETTLEMENT AGREEMENTSettlement Agreement • October 28th, 2011 • Coconnect Inc • Blank checks • California
THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2011 (the “Effective Date”) by and between (i) CoConnect, Inc., a Nevada corporation (the “Company”) and RVCA Partners, LLC, a limited liability company (“RVCA”). The Company and RVCA may be individually referred to herein as a “Party” and collectively as the “Parties.”
SETTLEMENT AGREEMENTSettlement Agreement • October 28th, 2011 • Coconnect Inc • Blank checks • California
THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2011 (the “Effective Date”) by and between (i) CoConnect, Inc., a Nevada corporation (the “Company”) and Brad M. Bingham, Esq., an individual and the Company’s Chief Executive Officer (“Bingham”). The Company and Bingham may be individually referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENTFunding Agreement • September 24th, 2007 • Coconnect Inc • Services-computer processing & data preparation
Exhibit 10.1 SPECTRUM LEASE AGREEMENT ------------------------ THIS SPECTRUM LEASE AGREEMENT ("Agreement") is entered into as of the 6th day of August, 2000 by and between Digital Wireless Systems, Inc. ("Digital") and Advanced Wireless Systems, Inc....Spectrum Lease Agreement • August 22nd, 2000 • Advanced Wireless Systems Inc • Cable & other pay television services
FIRST AMENDED REDEMPTION AGREEMENTRedemption Agreement • December 22nd, 2011 • Coconnect Inc • Blank checks
THIS FIRST AMENDED REDEMPTION AGREEMENT (the “First Amended Agreement”) is effective as of December 18, 2011 (the “Effective Date”) by and between (i) CoConnect, Inc., a Nevada corporation (the “Company”) and BCGU, LLC, a limited liability company (“BCGU”). The Company and BCGU may be individually referred to herein as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • November 18th, 2010 • Coconnect Inc • Blank checks • California
THIS SECURITY AGREEMENT (the “Agreement”) is dated as of November 17, 2010 (the “Effective Date”) and entered into by and between CoConnect, Inc., a Nevada corporation, (the “Debtor”) and Brad M. Bingham, Esq., as an individual1 (the “Holder”) (The Debtor and Holder may be referred to hereinafter individually as a “Party” and collectively as the “Parties”)
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 20th, 2018 • Coconnect, Inc. • Blank checks
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of February 14, 2018, is entered into by (i) CoConnect, Inc., a Nevada corporation (the “Assignee”), and (ii) Mastermind Marketing, Inc, a Georgia Corporation (the “Assignor”). The Assignee and the Assignor are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement is made as of the ____ day of ___________, 2000 by and between Advanced Wireless Systems, Inc. (the "Company"), a corporation organized and existing under the Code of Alabama, and Vista Transfer,...Warrant Agreement • August 22nd, 2000 • Advanced Wireless Systems Inc • Cable & other pay television services • Alabama
CoConnect, Inc.Stock and Membership Interest Exchange Agreement • March 19th, 2015 • Coconnect, Inc. • Blank checks
Pursuant to Sections 10.01(b), (d) and (f) of the Stock and Membership Interest Exchange Agreement dated October 31, 2015 (the “Agreement”) among CoConnect, Inc., a Nevada corporation (“Buyer”), Fritz Knipschildt, a resident of the State of Connecticut (the “Founder”), and Marshall Brook Capital Corporation LLC, a Delaware limited liability company (“MBCC”), Buyer hereby notifies the Founder and MBCC that Buyer elects to terminate the Agreement as of the date of this letter.
SETTLEMENT AGREEMENTSettlement Agreement • October 28th, 2011 • Coconnect Inc • Blank checks • California
THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2011 (the “Effective Date”) by and between (i) CoConnect, Inc., a Nevada corporation (the “Company”) and BCGU, LLC, a limited liability company (“BCGU”). The Company and BCGU may be individually referred to herein as a “Party” and collectively as the “Parties.”
