Exhibit 99.1 Cach Foods, Inc. Form SB-2 SUBSCRIPTION AGREEMENT Llebpmac, Inc. 227 South Ninth Avenue Pocatello, ID 83201 THIS SUBSCRIPTION AGREEMENT made this 1st day of September, 1998 by and between Llebpmac, Inc., a Nevada corporation (the...Subscription Agreement • May 23rd, 2001 • Cach Foods Inc • Nevada
ContractWarrant Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 21, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
1.ARTICLE THE ACQUISITIONAgreement and Plan of Reorganization • May 20th, 2003 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation with its headquarters located at 500 West Jefferson Street, Suite 2350, Louisville, Kentucky 40202 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York
SECURITY AGREEMENT (this “Agreement”), dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
Exhibit 99.2 Cach Foods, Inc. Form SB-2 PROCEEDS ESCROW AGREEMENT PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of ___________, 2001, by and between Cach Foods, Inc., a Nevada corporation (the "Company") and Professional Escrow Services, Inc. (the...Proceeds Escrow Agreement • May 23rd, 2001 • Cach Foods Inc • Idaho
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2005, by and among US Wireless Online, Inc., a Nevada corporation, with headquarters located at 500 West Jefferson Street, Suite 2350, Louisville, Kentucky 40202 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
MANAGEMENT AGREEMENTManagement Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Texas
THIS MANAGEMENT AGREEMENT is made and entered into as of , 2006 by and among US Wireless Online, Inc., a Nevada corporation(“ US Wireless” or the “Company”) and Sutioc Enterprises, Inc., a Nevada corporation (together with its permitted assignees, the “ Manager ”).
SECURITY AGREEMENTSecurity Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Texas
FOR VALUE RECEIVED, IELEMENT CORPORATION, a Nevada Corporation referred to as "Debtor”, assigns and grants to RICHARD WILLIAMSON, and its successors and assigns, referred to here as "Secured Party", a security interest in all of the following property:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2006, by and among US Wireless Online, Inc., a Nevada corporation, with headquarters located at 500 West Jefferson Street, Suite 2350, Louisville, Kentucky 40202 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
WHOLESALE SERVICES AGREEMENTWholesale Services Agreement • May 5th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • Kentucky
THIS WHOLESALE SERVICES AGREEMENT is effective as of the 2nd day of May,2005, (the “Effective Date”) between US WIRELESS ONLINE, INC., a Nevada corporation, having its principal offices in Louisville, Kentucky (“US Wireless” herein), and , LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (“Lightyear” herein). (US Wireless and Lightyear may be referred to as “Party” or “Parties” as the case may be.)
ACQUISITION AGREEMENT AND OPTION AGREEMENTAcquisition Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada
ACQUISITION AGREEMENT AND OPTION AGREEMENT ("Agreement") dated as of ______________, 2006 by and among US Wireless Online, Inc., a Nevada corporation ("Company) and Sutioc Enterprises, Inc., a Nevada corporation ("SUTIOC").
Amended Warrant for the Purchase of 2,250,000Warrant Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products
THIS WARRANT SUPERCEDES AND REPLACES IN ITS ENTIRETY THAT WARRANT FOR THE PURCHASE OF 2,250,000 SHARES OF COMMON STOCK OF U.S. WIRELESS ONLINE, INC. COMMON STOCK, PAR VALUE $0.001 ISSUED TO DAVID RAGLAND ON JULY 26, 2004.
ACQUISITION AGREEMENT BY AND AMONG US WIRELESS ONLINE INC. AND DHR TECHNOLOGIES, INC. DBA SKYLINE BROADBAND Dated as of AUGUST 11th, 2005 ACQUISITION AGREEMENTAcquisition Agreement • August 24th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada
ACQUISITION AGREEMENT, dated as of August ____, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS”), a Nevada corporation and DHR TECHNOLOGOES, INC. DBA SKYLINE BROADBAND (“SKYLINE”) and the SHAREHOLDERS of SKYLINE (“SHAREHOLDERS”).
AGREEMENT FOR PURCHASE AND SALE OF ASSETS DATED APRIL 20TH, 2005 BY AND BETWEEN VERGE WIRELESS NETWORKS, INC. AND US WIRELESS ONLINE, INC.Purchase and Sale Agreement • May 3rd, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products
Exhibit 10.2 Cach Foods, Inc. Form SB-2 LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into this 10th day of October, 2000 (the "Effective Date"), by and between Cornelius A. Hofman, an individual residing in Idaho...License Agreement • May 23rd, 2001 • Cach Foods Inc • Utah
SETTLEMENT AGREEMENTSettlement Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada
THIS SETTLEMENT AGREEMENT (“Agreement”) is executed this ______ day of December, 2006, by and between U.S. Wireless Online, Inc., a Nevada Corporation (“USWO”), and DHR Technologies, Inc., a ____________ corporation, (“DHR”), Richard Williamson, II, an individual and IElement Corporation, a ___________ Corporation, (“IElement”), (collectively, the “Parties”).
ASSET PURCHASE AGREEMENT BETWEEN US WIRELESS ONLINE, INC. AND AIR2LAN, INC. EFFECTIVE AS OF FEBRUARY 28, 2005 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 10th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada
ASSET PURCHASE AGREEMENT, effective as of February 28, 2005, by and between US WIRELESS ONLINE, INC (“US WIRELESS ”), a Nevada corporation and AIR2LAN, Inc., (“AIR2LAN”) a Delaware corporation.
ACQUISITION AGREEMENT BY AND AMONG US WIRELESS ONLINE, INC. ANDAcquisition Agreement • May 16th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada
ACQUISITION AGREEMENT, dated as of May 02, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS”), a Nevada corporation and iSkywire, LLC and its related entities including iSkywire, Jeffersontown, Kentucky I, LLC; iSkywire, New Albany, Indiana I, LLC; iSkywire, Charlestown, Indiana I, LLC (collectively “iSkywire”), and the MEMBERS OF iSkywire (“MEMBERS”).
ACQUISITION AGREEMENT BY AND AMONG US WIRELESS ONLINE, INC. AND MJS HOLDINGS, INC.Acquisition Agreement • January 19th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products
ACQUISITION AGREEMENT, dated as of January 1, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS ”), a Nevada corporation and MJS HOLDINGS, INC., (“MJS”) an Ohio corporation, and the SHAREHOLDERS OF MJS HOLDINGS, INC. (“SHAREHOLDERS”).
Exhibit 10.3 Cach Foods, Inc. Form SB-2 Loan Agreement Between Cornelius A. Hofman and Cach Foods, Inc. March 5, 2001 On March 5, 2001, Cornelius Hofman loaned Cach Foods, Inc. (CFI) $2,000 (two thousand dollars). CFI will repay this loan in full...Loan Agreement • May 23rd, 2001 • Cach Foods Inc
MODIFICATION AND APPROVAL AGREEMENTModification and Approval Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products
THIS AGREEMENT ("Agreement") dated as of December ___, 2006 is made by and among US Wireless Online, Inc., a Nevada corporation ("US Wireless”) on the one hand, and AJW Qualified Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Partners, LLC, on the other hand (AJW Qualified Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Partners, LLC are herein collectively referred to as “NIR”).
Key TechnoLabs Pvt. Ltd. SHARE EXCHANGE AGREEMENT Dated August 1, 2013Share Exchange Agreement • September 9th, 2013 • Us Wireless Online Inc • Communications services, nec • Florida
SHARE EXCHANGE AGREEMENT, made as of the twenty fifth day of August 1, 2013, by and between Mercor Portfolio, Inc., a Wyoming corporation, with principal offices at 1621 Central Ave, Cheyenne, WY, 82001, hereinafter referred to as “UWRL,” and Key TechnoLabs Pvt. Ltd. a corporation incorporated under the laws of the state Gujarat, with principal offices located at 8- Krishnanagar, Swaminarayan Chowk, Rajkot, Gujarat, India, “Key TechnoLabs Pvt. Ltd. ,” hereinafter referred to as the “KTLP,” all hereinafter referred to individually as a “Party” and collectively as the “Parties.”
ACQUISITION AGREEMENT BY AND AMONG US WIRELESS ONLINE, INC. AND VOIP WORKS LLC AND THE MEMBERS OF VOIP WORKS LLCAcquisition Agreement • April 22nd, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • Kentucky
ACQUISITION AGREEMENT, dated as of April 15, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS”), a Nevada corporation and VOIP WORKS LLC, (“VPW”) an Ohio limited liability company, and the MEMBERS OF VOIP WORKS LLC. (“MEMBERS”).
ACQUISITION AGREEMENT BY AND AMONG US WIRELESS ONLINE, INC. AND UNITED BROADBAND NETWORKS, LLC AND THE MEMBERS OF UNITED BROADBAND NETWORKS, LLCAcquisition Agreement • January 25th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products • Kentucky
ACQUISITION AGREEMENT, dated as of January 17, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS”), a Nevada corporation and UNITED BROADBAND NETWORKS, LLC, (“UBN”) a Kentucky limited liability company, and the MEMBERS OF UNITED BROADBAND NETWORKS, LLC. (“MEMBERS”).
ESCROW AGREEMENTEscrow Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Texas
This ESCROW AGREEMENT (the “Agreement") is entered into as of December ____, 2006 by and between US Wireless Online, Inc., a Nevada corporation ("Company) and Sutioc Enterprises, Inc., a Nevada corporation ("SUTIOC")and Legal & Compliance, LLC (the "Escrow Agent"), which term shall also include any successor escrow agent appointed in accordance with Section 6(b) of this Agreement). All of the above together shall collectively be referred to as the “Parties”.
ASSET PURCHASE AGREEMENT BETWEEN US WIRELESS ONLINE, INC. AND YYIRELESS1.NET, LLC DATED AS OF JANUARY 20, 2005 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 7th, 2005 • Us Wireless Online Inc • Wholesale-groceries & related products
ASSET PURCHASE AGREEMENT, dated as of January 20, 2005, by and among US WIRELESS ONLINE, INC (“US WIRELESS ”), a Nevada corporation and YYireless1.NET, LLC, (“YYireless1”) a Pennsylvania limited liability company.
