AGREEMENT ---------Agreement and Plan of Reorganization • March 23rd, 2000 • Ameri-First Financial Group Inc • Non-operating establishments
RECITALSExclusive Agency Agreement • October 4th, 2002 • Ameri-First Financial Group Inc • Non-operating establishments
AGREEMENT AND PLAN OF MERGER by and between ROKK3R INC., a Nevada corporation and EIGHT DRAGONS COMPANY, a Nevada corporationMerger Agreement • March 29th, 2018 • Rokk3r Inc. • Non-operating establishments
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 23, 2018, between Rokk3r Inc., a Nevada corporation (the “Subsidiary”), and Eight Dragons Company, a Nevada corporation (the “Parent”), such corporations being sometimes referred to herein together as the “Corporations.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 20th, 2019 • Rokk3r Inc. • Services-management consulting services
This Stock Purchase Agreement (this “Agreement”), made and entered into this January ___, 2019 (the “Execution Date”), between Rokk3r Flamingo Inc., a Delaware corporation (the “Seller”), and Rokk3r Fuel Fund 2, LP., a Florida limited partnership (the “Purchaser”).
PreambleHotel/Motel Management Agreement • October 4th, 2002 • Ameri-First Financial Group Inc • Non-operating establishments • Texas
STOCKHOLDERS AGREEMENTStockholders Agreement • May 20th, 2019 • Rokk3r Inc. • Services-management consulting services • Delaware
WHEREAS, the parties hereto desire to agree upon the terms on which the securities of the Company, now or hereafter outstanding and held by them, will be held, transferred and voted.
MEMBERSHIP UNIT PURCHASE AGREEMENTMembership Unit Purchase Agreement • May 16th, 2017 • Eight Dragons Co. • Non-operating establishments • Florida
THIS MEMBERSHIP UNIT PURCHASE AGREEMENT is entered into as of April 30th, 2017 by Rokk3r Labs, LLC, a Florida limited liability company (the “Company”), and the Purchaser set forth on Schedule I hereto (the “Purchaser”).
ASSET AND INTELLECTUAL PROPERTY CONTRIBUTION AND ASSIGNMENT AGREEMENT Dated as of December 26, 2017Asset and Intellectual Property Contribution and Assignment Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Nevada
This Asset and Intellectual Property Contribution and Assignment Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is made by and between Rokk3r Labs LLC, a Florida limited liability company (“Contributor”) to and in favor of Eight Dragons Company, a Nevada corporation (the “Company”). The Company and Contributor may each be referred to herein as a “Party” and collectively as the “Parties.”
RESTRUCTURING AGREEMENT Dated as of December 26, 2017Restructuring Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Nevada
This Restructuring Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Eight Dragons Company, a Nevada corporation (the “Company”), Una Taylor, the Chief Executive Officer of the Company (“Taylor”), and Rokk3r Labs LLC, a Florida limited liability company (“Rokk3r”). Each of the Company, Taylor and Rokk3r may be referred to herein, individually, as a “Party” or, collectively, as the “Parties.”
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 1st, 2018 • Rokk3r Inc. • Services-management consulting services • New York
SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of July 26, 2018, is made by Rokk3r Labs LLC, a Florida limited liability company (the “Pledgor”) and Rokk3r Inc., a Nevada corporation (the “Target Company”) in favor of 10X Capital Management Limited (the “Pledgee”).
AMENDMENT TO SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement • June 21st, 2018 • Rokk3r Inc. • Services-management consulting services • Nevada
THIS AMENDMENT TO SETTLEMENT AGREEMENT AND STIPULATION (the “Amendment”) is made effective as of June 15, 2018 by and between FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (“Creditor”) and ROKK3R INC. (formerly Eight Dragons Company), a Nevada corporation (“Company”). Creditor and the Company may collectively be referred to as the “Parties”.
COLLABORATION AGREEMENTCollaboration Agreement • April 17th, 2018 • Rokk3r Inc. • Services-management consulting services • Florida
COLLABORATION AGREEMENT (the “Agreement”), dated as of April 9, 2018, between Rokk3r Inc., a Nevada corporation (“ROKK”), and Rokk3r Labs LLC., a Florida company (“R3L”), such entities being sometimes referred to herein individually as the “Party” and together as the “Parties.”
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 1st, 2019 • Rokk3r Inc. • Services-management consulting services • Florida
This Trademark License Agreement (the “Agreement”) is made on November 15, 2018 (the "Effective Date") by and between Rokk3r Labs LLC., a Florida limited liability corporation, with its principal place of business at 2121 NW 2nd Ave., Miami, FL, 33127 (the "Licensor") and Rokk3r Inc., a Nevada corporation with its principal place of business at 2121 NW 2nd Ave., Miami, FL, 33127 (the "Licensee").
AMENDMENT TO CONVERTIBLE DEBENTUREConvertible Debenture Amendment • April 17th, 2018 • Rokk3r Inc. • Services-management consulting services • Nevada
THIS AMENDMENT TO CONVERTIBLE DEBENTURE (the “Amendment”) is dated as of [__], 2018 and shall be deemed to be made effective as of June 30, 2017 (the “Effective Date”) by and between Eight Dragons Company, a Nevada corporation (the “Company” or “Eight Dragons”) and [__] (the “Holder”). Each of the Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
BOARD OF DIRECTORS RETAINER AGREEMENTBoard of Directors Retainer Agreement • November 8th, 2018 • Rokk3r Inc. • Services-management consulting services • Nevada
THIS BOARD OF DIRECTORS RETAINER AGREEMENT (the “Agreement”) is made as of November 2nd, 2018, by and between Rokk3r Inc., a Nevada Corporation (the “Company”) and Salim Ismail (the “Director”) (collectively, the “Parties”).
STOCK REDEMPTION AND RELEASE AGREEMENT Dated as of November 21, 2017Stock Redemption and Release Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Nevada
This Stock Redemption and Release Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between (i) Eight Dragons Company, a Nevada corporation (the “Company”) and (ii) Trident capX Corporation (“Trident”). Each of the Company and Trident may be referred to herein individually as a “Party” and collectively as the “Parties.”
SERVICES AGREEMENT This Agreement (this “Agreement”) is made and entered into by and between PCG Advisory, Inc., (the "Consultant") and Rokk3r Inc., located at 2121 NW 2nd Avenue, #203, Miami, FL 33127 (the "Client") on February 5, 2019. WHEREAS, the...Services Agreement • April 1st, 2019 • Rokk3r Inc. • Services-management consulting services • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 7th, 2017 • Eight Dragons Co. • Non-operating establishments
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2018 • Rokk3r Inc. • Services-management consulting services • New York
This Stock Purchase Agreement (this “Agreement”), dated as of July 26, 2018, is entered into among Rokk3r Labs LLC, a Florida limited liability company (the “Company”), Rokk3r Inc., a Nevada corporation (the “Target Company”), and 10X Capital Management Limited (the “Purchaser”).
AMENDMENT No.1 TO STRATEGIC ALLIANCE FRAMEWORK AGREEMENT BETWEEN 10XU, IDE BUSINESS SCHOOL AND ROKK3R INCStrategic Alliance Framework Agreement • April 1st, 2019 • Rokk3r Inc. • Services-management consulting services
The Strategic Alliance Framework Agreement signed on October 10, 2017 (the "Agreement") is modified through this legal instrument in accordance with the following voluntary clauses and declarations (the "Amendment No.1")
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 8th, 2018 • Rokk3r Inc. • Services-management consulting services
This Stock Purchase Agreement (this “Agreement”), made and entered into this November 2, 2018 (the “Execution Date”), between Rokk3r Inc., a Nevada corporation (the “Seller”) and ExO Foundation Inc., a Delaware public benefit corporation (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 1st, 2018 • Rokk3r Inc. • Services-management consulting services • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 26 day of July, 2018, by and among Rokk3r Inc., a Nevada corporation (the “Company”), 10X Capital Management Limited and any additional investor that becomes a party to this Agreement in accordance with Subsection 9.9 hereof (each, an “Investor”).
RESCISSION AND MUTUAL RELEASE AGREEMENT Dated as of November 19, 2017Rescission and Mutual Release Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Florida
This Rescission and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) Eight Dragons Company, a Nevada corporation (“EDRG”) and (ii) Protect Pharmaceuticals Corporation (“PRTT”). Each of EDRG and PRTT may be referred to herein individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement • April 17th, 2018 • Rokk3r Inc. • Services-management consulting services • Florida
This SETTLEMENT AGREEMENT and STIPULATION dated as of November 15, 2017 (the “Agreement”) by and between FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (“Creditor”) and EIGHT DRAGONS COMPANY, a Nevada Corporation (“Company”).
STOCK ISSUANCE AND RELEASE AGREEMENT Dated as of December 4, 2017Stock Issuance and Release Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Nevada
This Stock Issuance and Release Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between (i) Eight Dragons Company, a Nevada corporation (the “Company”); (ii) Rokk3r Fuel Fund 2, LP, a Delaware limited partnership (“RFF”) and (iii) Rokk3r Fund Fuel 2 GP, LLC, the General Partner of RFF (“GP”). Each of the Company, RFF and GP may be referred to herein individually as a “Party” and collectively as the “Parties.”
RELEASE AGREEMENT Dated as of December 26, 2017Release Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Nevada
This Release Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Eight Dragons Company, a Nevada corporation (the “Company”), Una Taylor, the Chief Executive Officer of the Company (“Taylor”), and Rokk3r Labs LLC, a Florida limited liability company (“Rokk3r”). Each of the Company, Taylor and Rokk3r may be referred to herein, individually, as a “Party” or, collectively, as the “Parties.”
RESCISSION AND MUTUAL RELEASE AGREEMENT Dated as of December 26, 2017Rescission and Mutual Release Agreement • January 2nd, 2018 • Eight Dragons Co. • Non-operating establishments • Florida
This Rescission and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) Eight Dragons Company, a Nevada corporation (“EDRG”) and (ii) Una Taylor (“Taylor”). Each of EDRG and Taylor may be referred to herein individually as a “Party” and collectively as the “Parties.”
