FOUNDER STOCK PURCHASE AGREEMENTFounder Stock Purchase Agreement • August 8th, 2012 • Tranquility Inc • Non-operating establishments
This Founder Stock Purchase Agreement (this "Agreement") dated August 1, 2012 is entered into by and between Cotton Bay Holdings, Inc., a Delaware corporation doing business at 1314 Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 3330 (the "Company") and Robert Fortson, IV (the "Founder") with a mailing address of 1314 East Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 33301.
ContractTranquility Inc • August 8th, 2012 • Non-operating establishments • Delaware
THE SHARES OF COMMON STOCK TO BE ACQUIRED BY THE SUBSCRIBER PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT, AND THE SUBSCRIBER HAS, IF REQUIRED BY THE COMPANY, DELIVERED AN OPINION OF COUNSEL TO THAT EFFECT. BY ENTERING INTO THIS SUBSCRIPTION AGREEMENT, SUBSCRIBER REPRESENTS, AMONG OTHER THINGS, THAT IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a) OF THE SECURITIES ACT) AND IS ACQUIRING THE COMMON STOCK PURSUANT TO AN EXEMPTION FROM REGISTRATION PURSUANT TO REGULATION S PROMULGATED UNDER THE SECURITIES ACT AND WILL NOT ENGAGE IN ANY TRANSACTIONS WITH RESPECT TO THE COMMON STOCK OF THE COMPANY EXCEPT I
ContractAgreement • August 8th, 2012 • Tranquility Inc • Non-operating establishments • Delaware
THE SHARES OF COMMON STOCK TO BE ACQUIRED BY THE SUBSCRIBER PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT, AND THE SUBSCRIBER HAS, IF REQUIRED BY THE COMPANY, DELIVERED AN OPINION OF COUNSEL TO THAT EFFECT. BY ENTERING INTO THIS SUBSCRIPTION AGREEMENT, SUBSCRIBER REPRESENTS, AMONG OTHER THINGS, THAT IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a) OF THE SECURITIES ACT) AND IS ACQUIRING THE COMMON STOCK PURSUANT TO AN EXEMPTION FROM REGISTRATION PURSUANT TO REGULATION S PROMULGATED UNDER THE SECURITIES ACT AND WILL NOT ENGAGE IN ANY TRANSACTIONS WITH RESPECT TO THE COMMON STOCK OF THE COMPANY EXCEPT I
ADVISORY BOARD CONSULTING AND COMPENSATION AGREEMENTAdvisory Board Consulting and Compensation Agreement • August 8th, 2012 • Tranquility Inc • Non-operating establishments
This Advisory Board Consulting and Compensation Agreement (this "Agreement") dated August 1, 2012, between Cotton Bay Holdings, Inc,, a publicly traded Delaware corporation doing business at 1314 Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 3330, and its affiliates and assigns (the "Company") and Alfred Abiouness, Sr. (the "Advisor"), who has a mailing address of 8180 Shore Drive in Norfolk, Virginia, 23518.
SECOND AMENDED INDEPENDENT CONTRACTOR AND FINANCING AGREEMENTContractor and Financing Agreement • January 16th, 2013 • Cotton Bay Holdings, Inc. • Non-operating establishments • Delaware
This Second Amended Independent Contractor and Financing Agreement (this/the "Second Amended Agreement") is made as of January 10, 2013 (the "Effective Date") by and between Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, Unit 807 in Fort Lauderdale, Florida 33301 (the "Global Ventures") and Cotton Bay Holdings, Inc., a Delaware corporation doing business at Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 33301 ("Cotton Bay Holdings")(collectively the "Parties"). This Second Amended Agreement supersedes the Independent Contractor and Financing Agreement and First Amended Independent Contractor and Financing Agreement entered into between the parties on August 1, 2012 and November 6, 2012, respectively.
ASSET PURCHASE AND LIMITED LIEN RELEASE AGREEMENTAsset Purchase and Limited Lien Release Agreement • January 15th, 2013 • Cotton Bay Holdings, Inc. • Non-operating establishments • Florida
This Asset Purchase and Limited Lien Release Agreement (this "Agreement") is made and entered into this 10th day of January, 2013, by and between (a) Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, Unit 807 in Fort Lauderdale, Florida 33301 ("Seller"), (b) Cotton Bay Holdings, Inc., a Delaware corporation doing business at Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 33301 ("Buyer"), (c) Alfred Abiouness, Sr. with a mailing address of 4410 East Beach Drive, Norfolk, Virginia ("Abiouness"), and (d) RG Development, Inc., a Delaware corporation doing business at 364 East Main Street, Suite 205 in Middleton, Delaware 19709 ("RG Development")(collectively the "Parties" or individually a "Party").
FIRST AMENDMENT TO ASSIGNMENT OF RIGHTS AND TITLE AGREEMENTAssignment of Rights and Title Agreement • November 7th, 2012 • Cotton Bay Holdings, Inc. • Non-operating establishments
This First Amendment to Assignment of Rights and Title Agreement (this "First Amendment") is effective November 6, 2012 and is between the following parties: (a) Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, #807 in Fort Lauderdale, Florida 33301 ("Global Ventures"); (b) Alfred Abiouness, Sr. with a mailing address of 4410 East Beach Drive, Norfolk, Virginia ("Abiouness"), (c) RG Development, Inc., a Delaware corporation doing business at 364 East Main Street, Suite 205 in Middleton, Delaware 19709 ("RG Development"), and (d) Cotton Bay Holdings, Inc., a Delaware corporation with a resident agent located at 113 Barksdale Professional Center, Newark, DE 19711 ("Cotton Bay Holdings")(collectively the "Parties").
ASSIGNMENT OF RIGHTS AND TITLE AGREEMENTAssignment of Rights and Title Agreement • August 8th, 2012 • Tranquility Inc • Non-operating establishments • Delaware
This Assignment of Rights and Title Agreement is effective August 1, 2012 and is between the following parties: (a) Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, #807 in Fort Lauderdale, Florida 33301 ("Global Ventures"); (b) Alfred Abiouness, Sr. with a mailing address of 4410 East Beach Drive, Norfolk, Virginia ("Abiouness"), (c) RG Development, Inc., a Delaware corporation doing business at 364 East Main Street, Suite 205 in Middleton, Delaware 19709 ("RG Development"), and (d) Cotton Bay Holdings, Inc., a Delaware corporation with a resident agent located at 113 Barksdale Professional Center, Newark, DE 19711 ("Cotton Bay Holdings")(collectively the "Parties").
INDEPENDENT CONTRACTOR AND FINANCING AGREEMENTIndependent Contractor and Financing Agreement • August 8th, 2012 • Tranquility Inc • Non-operating establishments • Florida
This Independent Contractor and Financing Agreement (this "Agreement") is made as of August 1, 2012 (the "Effective Date") by and between Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, Unit 807 in Fort Lauderdale, Florida 33301 (the "Global Ventures") and Cotton Bay Holdings, Inc., a Delaware corporation doing business at Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 33301 ("Cotton Bay Holdings").
FIRST AMENDED INDEPENDENT CONTRACTOR AND FINANCING AGREEMENTIndependent Contractor and Financing Agreement • November 7th, 2012 • Cotton Bay Holdings, Inc. • Non-operating establishments • Florida
This First Amended Independent Contractor and Financing Agreement (this "Agreement") is made as of November 6, 2012 (the "Effective Date") by and between Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, Unit 807 in Fort Lauderdale, Florida 33301 (the "Global Ventures") and Cotton Bay Holdings, Inc., a Delaware corporation doing business at Las Olas Boulevard, Suite 1036 in Fort Lauderdale, Florida 33301 ("Cotton Bay Holdings"), and supersedes and amends the Independent Contractor and Financing Agreement entered into between the parties on August 1, 2012.
SECOND AMENDMENT TO ASSIGNMENT OF RIGHTS AND TITLE AGREEMENTAssignment of Rights and Title Agreement • January 15th, 2013 • Cotton Bay Holdings, Inc. • Non-operating establishments • Delaware
This Second Amendment to Assignment of Rights and Title Agreement (this "Second Amended Assignment Agreement") is effective January 10, 2013 and is between the following parties: (a) Global Ventures Group, LLC, a Florida limited liability company doing business at 110 North Federal Highway, #807 in Fort Lauderdale, Florida 33301 ("Global Ventures"); (b) Alfred Abiouness, Sr. with a mailing address of 4410 East Beach Drive, Norfolk, Virginia ("Abiouness"), (c) RG Development, Inc., a Delaware corporation doing business at 364 East Main Street, Suite 205 in Middleton, Delaware 19709 ("RG Development"), and (d) Cotton Bay Holdings, Inc., a Delaware corporation with a resident agent located at 113 Barksdale Professional Center, Newark, DE 19711 ("Cotton Bay Holdings")(collectively the "Parties").
