EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 2, 2005, among Knockout Holdings, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
AGREEMENTEmployment Agreement • March 14th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • Illinois
EXHIBIT 6(b) STOCK OPTION AGREEMENT made as of the day of , 2000 (the "Grant Date"), by and between UNITED NETWORK MARKETING SERVICES, INC., a Delaware corporation with principal offices located at 575 Madison Avenue, New York, New York 10022 (the...Stock Option Agreement • November 22nd, 2000 • United Network Marketing Services Inc • New York
EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 2, 2005 among Knockout Holdings, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages...Securities Purchase Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
EXHIBIT D SECURITY AGREEMENT SECURITY AGREEMENT, dated as of May 2, 2005 (this "Agreement"), among Knockout Holdings, Inc., a Delaware corporation (the "Company" or the "Debtor") and the holder or holders of the Company's 11% Senior Secured Notes due...Security Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of January 17, 2005, by and among UNITED NETWORK MARKETING SERVICES, INC. (the "COMPANY"), and the investors signatory hereto...Registration Rights Agreement • January 20th, 2005 • Knockout Holdings, Inc. • Services-business services, nec • New York
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of the 28th day of December, 2004 AMONG: UNITED NETWORK MARKETING SERVICES, INC., a corporation formed pursuant to the laws of the State of Delaware and having an...Merger Agreement • January 4th, 2005 • United Network Marketing Services Inc • Services-business services, nec
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of January 10, 2005, by and among UNITED NETWORK MARKETING SERVICES, INC. (the "COMPANY"), and the investors signatory hereto...Registration Rights Agreement • January 13th, 2005 • Knockout Holdings, Inc. • Services-business services, nec • New York
RECITALS The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Executive's employment with the Company; and Shareholders are shareholders of the Company and deem it to their financial benefit...Employment Agreement • August 22nd, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • Illinois
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • January 20th, 2005 • Knockout Holdings, Inc. • Services-business services, nec • New York
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Securities Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
AGREEMENTConfidentiality Agreement • May 11th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Security Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
EXHIBIT 6(d) 11% PROMISSORY NOTEPromissory Note • November 22nd, 2000 • United Network Marketing Services Inc • New York
EXHIBIT 4.6 ESCROW AGREEMENT This ESCROW AGREEMENT (this "AGREEMENT") made as of April 29, 2005, by and among Knockout Holdings, Inc., an Delaware corporation (the "COMPANY"), DCOFI Master LDC (the "PURCHASER"), whose addresses and other information...Escrow Agreement • May 6th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
EXHIBIT 10.1 COMPENSATION AGREEMENT This Compensation Agreement is dated as of July 25, 2006 among Knockout Holdings, Inc., a Delaware corporation (the "Company"), and Gregory Sichenzia ("Consultant"). WHEREAS, the Company has requested the Consultant...Compensation Agreement • August 10th, 2006 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
CONFIDENTIAL TREATMENT The registrant is requesting confidential treatment of certain financial and commercial information in Section 3(b) and Section 24 of this License Agreement. The non-public information contained in Section 3(b) and Section 24...License Agreement • December 30th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • Texas
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of this 12th day of September 2005 by and among Knockout Holdings, Inc., a corporation organized under the laws of Delaware...Registration Rights Agreement • September 16th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
RecitalsPurchase Agreement • September 16th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
P R E A M B L EUnit Purchase Agreement • April 5th, 2001 • United Network Marketing Services Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into this 12th day of December 2004 (the "Effective Date") by and between The Knockout Group, inc, a Delaware Limited Liability Company ("Employer"), and Oscar Turner...Employment Agreement • March 14th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
AGREEMENTProduction Agreement • January 4th, 2005 • United Network Marketing Services Inc • Services-business services, nec • Illinois
The KNOCKOUT GROUP, Inc. Assignment of Interest in Pending Patents and Trademarks The Undersigned agrees to assign all interest in the three pending patent applications filed on behalf of the company with the United States Patent Office and all...Ip Transfer Agreement • May 4th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
The Undersigned agrees to assign all interest in the three pending patent applications filed on behalf of the company with the United States Patent Office and all interest in the "Encapsulation(TM)" for a sum of $400,000 in cash plus 354,608 shares of common stock of The Knockout Group. The Undersigned is to receive $200,000 in cash on or before January 15, 2005, with the balance to be paid over the succeeding 12 month period, on or before December 31, 2005.
September 15, 2005Employment Agreement • September 16th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products
United Network Marketing Services, Inc. 575 Madison Avenue New York, New York 10022Employment Agreement • April 5th, 2001 • United Network Marketing Services Inc • Services-business services, nec
OFSenior Convertible Note • September 16th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
LICENSELicense Agreement • January 4th, 2005 • United Network Marketing Services Inc • Services-business services, nec • Texas
Exhibit 10.3 INDUSTRIAL BUILDING LEASE THIS LEASE is made as of the l st day of August, 2004 between CENTERPOINT PROPERTIES TRUST,; a Maryland real estate investment trust ("LANDLORD"), and THE KNOCKOUT GROUP, INC., a corporation ("TENANT"). ARTICLE...Industrial Building Lease • January 4th, 2005 • United Network Marketing Services Inc • Services-business services, nec
EXHIBIT 10.4 WAIVER AND CONSENT AGREEMENT This Waiver and Consent Agreement (this "Waiver") is dated as of September 12, 2005 between Knockout Holdings, Inc., a Delaware corporation (the "Company") and CAMOFI Master LDC, formerly known as DCOFI Master...Waiver and Consent Agreement • September 16th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
EXHIBIT 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • September 16th, 2005 • Knockout Holdings, Inc. • Wholesale-chemicals & allied products • New York
TRUEYOU.COM INC. 575 MADISON AVENUE NEW YORK, NEW YORK 10022Facility Services Agreement • April 5th, 2001 • United Network Marketing Services Inc • Services-business services, nec
This letter confirms the terms of our agreement with respect to facility related services to be provided by TrueYou.com Inc. ("TrueYou" or "We") to United Network Marketing Services, Inc. ("UNMS" or "You"). TrueYou and UNMS agree as follows:
WITNESSETH:Stock Purchase Agreement • April 5th, 2001 • United Network Marketing Services Inc • Services-business services, nec
RECITALEmployment Agreement • January 4th, 2005 • United Network Marketing Services Inc • Services-business services, nec • Illinois
