Exhibit 1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 18th, 2002 • Ocean West Holding Corp • Blank checks • Delaware
EXHIBIT 4.1 SECURED PROMISSORY NOTESecured Promissory Note • March 8th, 2006 • Ocean West Holding Corp • Mortgage bankers & loan correspondents
EMPLOYMENT AGREEMENT --------------------Employment Agreement • February 1st, 2000 • Ocean West Holding Corp • California
Transfer Agent and Registrar Agreement [LETTERHEAD OF RELIANCE APPEARS HERE] This Agency Agreement is made and entered into as of the _____ day of ____________, ______, by and between Ocean West Holding Corporation, hereinafter called "Corporation"...Transfer Agent and Registrar Agreement • February 1st, 2000 • Ocean West Holding Corp • Georgia
a) Each Warrant, whenever issued, shall be dated ___________, shall be substantially in the form of Exhibit A attached hereto and incorporated --------- hereby, and shall be signed by, or bear the facsimile signature of, the President or a Vice...Common Stock Purchase Warrant Agreement • April 18th, 2002 • Ocean West Holding Corp • Blank checks • Delaware
amongStock Purchase Agreement • July 31st, 2002 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • Delaware
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT entered into as of the 30th day of December 2005, by and between Ocean West Holding Corporation., a Delaware corporation with offices at 26 Executive Park, Suite 250, Irvine, CA 92614 ("Seller") and...Stock Purchase Agreement • January 3rd, 2006 • Ocean West Holding Corp • Mortgage bankers & loan correspondents
WARRANT TO PURCHASE SHARES OF THE COMMON STOCK OF ASKMENOW, INC. (Void after Expiration Date – February 27, 2011) Issue Date: February 27, 2008Warrant Agreement • May 23rd, 2008 • AskMeNow,Inc. • Services-business services, nec • Delaware
This certifies that Phillips Nizer LLP, a New York limited liability partnership with a principal business address of 666 Fifth Avenue, New York, New York 10103 (or any valid transferee thereof, the “Holder”), for value received, shall be entitled to purchase from AskMeNow, Inc., a Delaware corporation having its principal place of business at 26 Executive Park, Suite 250, Irvine, California 92614 (together with its successors and assigns, the “Company”), subject to the terms and conditions set forth herein, Two Hundred Thousand (200,000) fully paid and non-assessable shares of the Company’s common stock, par value $.01 per share (“Common Stock”), at a price equal to $.22 per share, at any time and from time to time commencing as of the issue date set forth above (the “Issue Date”) and continuing up to and including 12:00 p.m. (California time) on February 27, 2011 (“Expiration Date”); provided, however, if such date is not a Business Day, then on the Business Day immediately following
EMPLOYMENT AGREEMENT --------------------Employment Agreement • February 1st, 2000 • Ocean West Holding Corp • California
SUBSCRIPTION AGREEMENTSubscription Agreement • August 23rd, 2004 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • Nevada
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION OF LIABILITIES AGREEMENT Agreement made as of the 23rd day of May, 2005 between Ocean West Enterprises, Inc., a 100% owned subsidiary of Ocean West Holding Corporation ("OWHC"), which is being spun off to the...Assignment and Assumption of Liabilities Agreement • September 26th, 2006 • Ocean West Holding Corp • Mortgage bankers & loan correspondents
CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2007 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • California
THIS CONSULTING AGREEMENT dated as of January 29, 2007 (the “Agreement”), is entered into by and between AskMeNow, Inc. (the “Company”), a Delaware corporation and Dennis Bergquist (the “Consultant”).
Article II Warrant Price, Duration and Exercise of WarrantsCommon Stock Purchase Warrant Agreement • February 1st, 2000 • Ocean West Holding Corp • Delaware
Registration Rights AgreementRegistration Rights Agreement • April 30th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2007, by and among AskMeNow, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule A annexed hereto.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES BY THE SELLER REGARDING THE SHARESPurchase and Sale of Capital Stock Agreement • August 3rd, 2004 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND...Promissory Note • August 15th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,...Subordinated Promissory Note • April 19th, 2006 • Ocean West Holding Corp • Mortgage bankers & loan correspondents
ContractConvertible Promissory Note • September 12th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ”ACT”), OR ANY STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAWS WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN REGISTRATION IS NOT REQUIRED.
AGREEMENTBroker Agreement • January 22nd, 2004 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • New Jersey
This Agreement made this 12th day of January 2004, to be effective December 31, 2003 by and between Freedom Mortgage Corporation, a New Jersey corporation (“Freedom”), Ocean West Holding Corp., a Delaware corporation (“Ocean West”), and First Fidelity Capital Markets, Inc., a Florida corporation (“FFCM”).
This Software License and Services Agreement (“Agreement”) dated the 2nd day of November, 2006, is betweenSoftware License and Services Agreement • November 8th, 2006 • Ocean West Holding Corp • Mortgage bankers & loan correspondents
The terms of this Agreement shall apply to the Program license granted and to all services provided by Expert under this Agreement, including future Licenses and Services, which shall be governed by this Agreement, unless otherwise stated therein.
ContractConvertible Promissory Note • November 16th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ”ACT”), OR ANY STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAWS WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN REGISTRATION IS NOT REQUIRED.
SECURITIES EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONSecurities Exchange Agreement • June 9th, 2005 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • New York
SECURITIES EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION, dated as of April 14, 2005, by and among Ocean West Holding Corp. a Delaware corporation, with offices located at 15991 Redhill Avenue, Suite 110, Tustin California 92780 (“Ocean”), InfoByPhone, Inc., a Delaware corporation, with offices located at PO Box 64-3569 Vero Beach, Fl 32963 (the “Company”) and the stockholders of the Company (the “Stockholders”) set forth on Exhibit A hereto.
AskMeNow, Inc. Suite 250 Irvine, California 92614 Ladies and Gentlemen:Subscription Agreement • April 15th, 2008 • AskMeNow,Inc. • Services-business services, nec • Delaware
This Subscription Agreement (the “Agreement”) sets forth the agreements and understandings between the undersigned (“Subscriber”) and AskMeNow, Inc., a corporation organized under the laws of Delaware (the “Company”), relating to Subscriber’s subscription for, and purchase of, the number of shares of the Company’s Series D Convertible Preferred Stock, par value $.01 per share (the “Series D Stock”), set forth on the signature page hereto (the “Shares”), at a price of $1.00 per Share.
ContractSenior Promissory Note • April 30th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
WARRANT TO PURCHASE SHARES OF THE COMMON STOCK OF ASKMENOW, INC. (Void after Expiration Date - ____________, 2013) Issue Date: __________, 2008Warrant Agreement • April 15th, 2008 • AskMeNow,Inc. • Services-business services, nec • Delaware
This certifies that ___________________, a __________________ with a principal business address of ___________________ (or any valid transferee thereof, the “Holder”), for value received, shall be entitled to purchase from AskMeNow, Inc., a Delaware corporation having its principal place of business at 26 Executive Park, Suite 250, Irvine, California 92614 (together with its successors and assigns, the “Company”), subject to the terms and conditions set forth herein, _________________ (#) fully paid and non-assessable shares of the Company’s common stock, par value $.01 per share (“Common Stock”), at a price equal to $.10 per share, at any time and from time to time commencing as of the issue date set forth above (the “Issue Date”) and continuing up to and including 12:00 p.m. (California time) on ___________, 2013 (“Expiration Date”); provided, however, if such date is not a Business Day, then on the Business Day immediately following such date. The shares purchasable upon exercise of
OCEAN WEST HOLDING CORPORATIONConsulting Agreement • November 21st, 2006 • Ocean West Holding Corp • Mortgage bankers & loan correspondents • California
This letter sets forth the agreement (the “Agreement”) between Ocean West Holding Corporation (“OWHC”), which together with its subsidiaries and affiliates is hereinafter referred to as the “Company” and BK Financial Services, LLC of Syosset, New York and Meyer Capital Corporation of Ketchum, Idaho as consultants (collectively, the “Consultants”).
NOTE PURCHASE AND WARRANT AGREEMENTNote Purchase and Warrant Agreement • April 30th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents • California
THIS NOTE PURCHASE AND WARRANT AGREEMENT (this “Agreement”), dated as of February 28, 2007, by and among AskMeNow, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature page hereto (each a “Purchaser” and collectively “Purchasers”).
