Quamtel, Inc. Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • January 7th, 2004 • Glen Manor Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
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RECITALS:
Security Agreement • January 14th, 2016 • Unified Signal, Inc. • Communications services, nec • Texas
CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • November 16th, 2009 • Quamtel, Inc. • Services-business services, nec • Florida

THIS CONSULTING AGREEMENT (the “Agreement”), is made and entered into as of this 2nd day of August, 2009 (the "Effective Date"), by and among WQN, Inc., a Texas corporation (the “Company”), Quamtel, Inc., (“Parent”) and iTella, Inc., (hereinafter referred to as “Consultant”), as amended and restated on November 4th, 2009. The Company and Consultant are sometimes collectively referred to as “Parties” or individually as a “Party”.

CHAIRMAN EMPLOYMENT AGREEMENT XTX ENERGY, INC.
Chairman Employment Agreement • March 19th, 2007 • XTX Energy Inc • Crude petroleum & natural gas • Florida

This CHAIRMAN EMPLOYMENT AGREEMENT is made and entered into as of this [____] day of [______________], 2007, by and between XTX Energy, Inc., a Nevada corporation qualified to do business in the State of Florida (the “Company”), and Leigh M. Rothschild (“Chairman”).

UNWIND AND SHARE EXCHANGE AGREEMENT
Unwind and Share Exchange Agreement • January 11th, 2008 • Atomic Guppy Inc • Services-business services, nec • Florida

THIS UNWIND AND SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 10th day of December 2007, by and among ATOMIC GUPPY, INC., a Nevada corporation (“Guppy”), the ORIGINAL IP OWNERS listed on Annex A attached hereto (collectively, the “INTELLECTUAL PROPERTY or IP OWNERS”), and IRREVOCABLE TRUST AGREEMENT NUMBER III, JAY HOWARD LINN, TRUSTEE, (“LINN”), LEIGH M. ROTHSCHILD, an individual (“ROTHSCHILD”), ADAM BAUMAN, (“BAUMAN”) and NEAL LENARSKY (“Lenarsky”), (collectively, the “IP Shareholders”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • August 24th, 2010 • Quamtel, Inc. • Services-business services, nec • Texas

MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated this 18th day of August, 2010 (this “Agreement”), by and among the members of SYNCPOINTE, LLC (the “Company”), Half A Minute, L.L.C., McPheeters Communication Group, LLC and VKS, LLC (each, a “Seller” and, collectively, the “Sellers”); Quamtel, Inc., a Nevada corporation (“Purchaser”); and the Company.

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT XTX ENERGY, INC.
Chief Executive Officer Employment Agreement • March 19th, 2007 • XTX Energy Inc • Crude petroleum & natural gas • Florida

This CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT is made and entered into as of this [____] day of [______________], 2007, by and between XTX Energy, Inc., a Nevada corporation qualified to do business in the State of Florida (the “Company”), and Adam Bauman (“Chief Executive Officer”).

SUPPLEMENT TO SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 3rd, 2009 • Atomic Guppy Inc • Services-business services, nec

Supplement dated July 28, 2009, to that certain Share Exchange Agreement dated January 13, 2009 (the “Agreement”) among Atomic Guppy, Inc. (“ATGU”), Worldquest Connect Corp., (“WQN”) and Steven Ivester (“Ivester”).

SHARE EXCHANGE AGREEMENT DATED EFFECTIVE THE 13th DAY OF JANUARY, 2008 BETWEEN ATOMIC GUPPY INC. - and - WQN, INC. (WQN) - and - each WQN Shareholder
Share Exchange Agreement • August 3rd, 2009 • Atomic Guppy Inc • Services-business services, nec • Texas

WQN, INC., a Texas corporation owned by shareholders (listed in Appendix A) and with head office located at in Dallas, Texas (hereinafter for convenience “WQN”)

CONSULTING AGREEMENT
Consulting Agreement • November 17th, 2011 • Quamtel, Inc. • Communications services, nec

THIS AGREEMENT is made as of this the 12th day of August 2011 by and between Quamtel, Inc. (the “Company”), and Sequoia Asset Management Group (referred to herein as the Consultant).

FIRST AMENDATORY AGREEMENT
Loan and Security Agreement • May 17th, 2011 • Quamtel, Inc. • Services-business services, nec

This FIRST AMENDATORY AGREEMENT is made and entered into as of the 4th day of November, 2010 (the “Effective Date”), by and between Abundance Partners LP (“Lender”), on the one hand, and Syncpointe, Inc., f/k/a Syncpointe, LLC, (“Borrower”), and QuamTel, Inc. (“QuamTel”).

CONSULTING AGREEMENT
Consulting Agreement • November 9th, 2009 • Quamtel, Inc. • Services-business services, nec

THIS AGREEMENT is made as of this the 20th day of August 2009 by and between Quamtel, Inc. (the "Company"), and Warren Gilbert (referred to herein as the Consultant).

PARTIAL RESCISSION OF MEMBERSHIP INTEREST PURCHASE AGREEMENT
Partial Rescission of Membership Interest Purchase Agreement • August 13th, 2010 • Quamtel, Inc. • Services-business services, nec • Florida

AGREEMENT dated August 4, 2010, by and among Keith Jones (whether individually or through a corporation once known as DataJack, Inc.) and John W. Richardson (whether individually or through a corporation known as Schooner Enterprises, Inc.) (“Sellers”); and Quamtel, Inc., a Nevada corporation (“Purchaser”).

CONSULTING AGREEMENT
Consulting Agreement • August 16th, 2010 • Quamtel, Inc. • Services-business services, nec

THIS AGREEMENT is made as of this the 7th day of June 2010 by and between Quamtel, Inc. (the '"Company"), and Thelusma, Windel (referred to herein as the "Consultant").

RELEASE AND SETTLEMENT AGREEMENT
Release and Settlement Agreement • November 17th, 2011 • Quamtel, Inc. • Communications services, nec • New York

This Release and Settlement Agreement (“Agreement”) is entered into on this 12th day of August, 2011, by and between Quamtel, Inc. (“Quamtel”) and Gerald and Seena Sperling (the “Sperlings”) (either one individually, a “Party,” and all collectively, the “Parties”).

EQUITY CONTRIBUTION AGREEMENT Dated as of August 17, 2007 by and between ATOMIC GUPPY, INC., YABBLY HOLDINGS, LLC AND YABBLY, LLC
Equity Contribution Agreement • September 12th, 2007 • Atomic Guppy Inc • Services-business services, nec • Florida

This EQUITY CONTRIBUTION AGREEMENT (the “Agreement”), dated as of August 17, 2007, by and between Atomic Guppy, Inc., a Nevada corporation ("AGI"), Yabbly Holdings, LLC, a Florida limited liability limited company ("YHI"), and Yabbly, LLC, a Florida limited liability company (“Yabbly”). Each of AGI, YHI and Yabbly are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Contract
Senior Secured Promissory Note • August 16th, 2010 • Quamtel, Inc. • Services-business services, nec
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • August 27th, 2012 • Quamtel, Inc. • Communications services, nec • Florida

THIS CONSULTING AGREEMENT (the “Agreement”), is made and entered into as of this 2nd day of August, 2009 (the "Effective Date"), by and among WQN, Inc., a Texas corporation (the “Company”), Quamtel, Inc., (“Parent”) and iTella, Inc., (hereinafter referred to as “Consultant”), as amended and restated on June 7th, 2012. The Company and Consultant are sometimes collectively referred to as “Parties” or individually as a “Party”.

GILBERT SUBSCRIPTION AGREEMENT
Subscription Agreement • November 16th, 2009 • Quamtel, Inc. • Services-business services, nec • Texas

Subscription. Subject to the terms and conditions of this Subscription Agreement, the undersigned hereby subscribes for the Units of securities of Quamtel, Inc. (the “Company”) designated on the signature page hereof (the “Units”). In connection with such subscription, the undersigned hereby tenders to the Company two executed counterparts of this Subscription Agreement, together with a check or wire transfer in an amount equal to the full purchase price of the Units subscribed for hereunder.

Contract
Convertible Note • March 19th, 2007 • XTX Energy Inc • Crude petroleum & natural gas • Florida

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XTX ENERGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 19th, 2007 • XTX Energy Inc • Crude petroleum & natural gas • Florida

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 6, 2007 by and among, XTX Energy Inc., a Nevada corporation (the “Buyer”) and Rothschild Trust Holdings, LLC, a Florida Limited Liability Company, Leigh Rothschild, an individual residing in the State of Florida, Adam Bauman, an individual residing in the State of New York and Neal Lenarsky, an individual residing in the State of California (Rothschild Trust Holdings, LLC, Leigh Rothschild, Adam Bauman and Neal Lenarsky are individually referred to herein as the “Seller” and collectively referred to herein as the “Sellers”).

SECURITY AGREEMENT
Security Agreement • March 31st, 2010 • Quamtel, Inc. • Services-business services, nec • Florida

This Security Agreement (this "Agreement") is by and among Quamtel, Inc., a Texas corporation (the "Borrower"), and Gilder Funding (the "Secured Party").

RESTATED CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • January 27th, 2010 • Quamtel, Inc. • Services-business services, nec • Florida

THIS CONSULTING AGREEMENT (the “Agreement”), is made and entered into as of this 2nd day of August, 2009 (the “Effective Date”), by and among WQN, Inc., a Texas corporation (the “Company”), Quamtel, Inc., (“Parent”) and iTella, Inc., (hereinafter referred to as “Consultant”), as amended and restated on December 1, 2009. The Company and Consultant are sometimes collectively referred to as “Parties” or individually as a “Party”.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 24th, 2010 • Quamtel, Inc. • Services-business services, nec

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 18th, 2010 (the “Employment Commencement Date”), by and between QuamTel Inc., a Nevada corporation with its principal place of business at 14911 Quorum Drive, Suite 140, Dallas, Texas 75254 (“QuamTel” or the “Company”), and Scott M. Jonasz, an Arizona resident (the “Executive”) (QuamTel and Jonasz may each be referred to as a “Party” and collectively as the “Parties”).

CONSULTING AGREEMENT BETWEEN QUAMTEL, INC. AND WARREN GILBERT
Consulting Agreement • November 16th, 2009 • Quamtel, Inc. • Services-business services, nec

THIS AGREEMENT is made as of this the 20th day of August 2009 by and between Quamtel, Inc. (the “Company”), and Warren Gilbert (referred to herein as the Consultant).

RELEASE AND SETTLEMENT AGREEMENT
Release and Settlement Agreement • November 17th, 2011 • Quamtel, Inc. • Communications services, nec • New York

This Release and Settlement Agreement (“Agreement”) is entered into on this 11th day of August, 2011, by and between Quamtel, Inc. (“Quamtel”) and Gilder Funding Corp. (“Gilder”) (either one individually, a “Party,” and all collectively, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2010 • Quamtel, Inc. • Services-business services, nec • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 13th day of December 2010 (the “Effective Date”) by and between QuamTel, Inc., a Texas corporation (the “Company”), and William McLaughlin, whose residence address is 2717 Nighthawk Drive Plano, TX 75025 (the “Executive”).

January 26, 2011 Mr. William McLaughlin [ADDRESS] Re: Separation of Employment Dear Bill,
Separation Agreement • February 1st, 2011 • Quamtel, Inc. • Services-business services, nec

This letter addresses your separation of employment with QuamTel, Inc. (“QuamTel”). Your last day of employment is January 26, 2011 (the “Separation Date”) and QuamTel hereby accepts your resignation effective on the Separation Date.

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • December 14th, 2009 • Quamtel, Inc. • Services-business services, nec • Florida

MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated December 9, 2009 (this “Agreement”), by and among DataJack, Inc., a Florida corporation and Schooner Enterprises, Inc., a Nevada corporation (hereafter collectively referred to as the “Sellers”); Quamtel, Inc., a Nevada corporation (“Purchaser”); and Mobile Internet Devices, LLC, a Florida Limited Liability Company (the “Company”).

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