SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 10, 2014, by and between INTELLIGENT LIVING, INC., a Nevada corporation, with headquarters located at 20801 Biscayne Boulevard - Suite 403, Miami, FL 33180 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2009 • Feel Golf Co Inc • Sporting & athletic goods, nec • Massachusetts
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 23, 2009, by and between Feel Golf Company, Inc. a California corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • February 15th, 2011 • Feel Golf Co Inc • Sporting & athletic goods, nec • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 21, 2011, by and between FEEL GOLF COMPANY, INC. (the “Company”), and the LONG SIDE VENTURES LLC (the “Secured Party”).
ContractConvertible Debenture • April 3rd, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • Florida
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
DRAWDOWN EQUITY FINANCING AGREEMENTDrawdown Equity Financing Agreement • March 29th, 2010 • Feel Golf Co Inc • Sporting & athletic goods, nec • Florida
THIS AGREEMENT dated as of the 22 day of March 2010 (the “Agreement”) between Long Side Ventures, LLC a Florida limited liability corporation (the " Investor "), and Feel Golf Company, Inc a corporation organized and existing under the laws of the State of California (the " Company ").
PLEDGE AGREEMENTPledge Agreement • February 15th, 2011 • Feel Golf Co Inc • Sporting & athletic goods, nec • Florida
THIS PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of February ____, 2011 (the “Effective Date”) by and among FEEL GOLF COMPANY, INC. a corporation organized and existing under the laws of California (the “Company” and also the “Pledgor”), LONG SIDE VENTURES LLC, a Florida limited liability company, (the “Pledgee”), and JONATHAN D. LEINWAND, P.A., as escrow agent (“Escrow Agent”).
INTELLIGENT LIVING, INC. ADVISORY BOARD AGREEMENTAdvisory Board Agreement • March 20th, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • California
This ADVISORY BOARD AGREEMENT (this “Agreement”) is made as of January 5, 2014 (the “Effective Date”) by and between Intelligent Living, Inc., a Nevada corporation (the “Company”), and James O’Mahony (“Consultant”).
Joint Venture AgreementJoint Venture Agreement • November 7th, 2013 • Intelligent Living Inc. • Sporting & athletic goods, nec • Florida
This JOINT VENTURE AGREEMENT constitutes the following areas of specialty: 1) Aggregation, 2) Content , 3) Software Development and 4) Software Adaptation. This Joint Venture Agreement ("Agreement") is made effective this day 11/1/2013, by and between MONSTER ARTS, INC the Content Source Client Partner("CSP"), located at 117 Calle de Los Molinos, San Clemente, CA 92672 and Intelligent Living Inc. , the marketing and branding Partner("MBP"), located at 20801 Biscayne Blvd Suite 403, Miami, FL 33180 . For the purpose of this agreement "MBP" means Intelligent Living Inc., or any of its affiliated or subsidiary companies.
ASSET PURCHASE AGREEMENT BETWEEN INTELLIGENT LIVING INC., as Buyer, AND The Sandra Kasten LeGunn Trust as owner of HEATH AND BEYOND LLC., as Seller January 4, 2014Asset Purchase Agreement • January 13th, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • Florida
ASSET PURCHASE FINAL AGREEMENT-12-4-10Asset Purchase Agreement • January 7th, 2011 • Feel Golf Co Inc • Sporting & athletic goods, nec • Florida
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), is entered into as of this 4th day of December, 2010, by and between Pro Line ports, Inc, a Florida corporation, (hereinafter referred to as “Seller”), having its principal place of business at 107 Commerce Way, Sanford, FL 32771, and Feel Golf Company, Inc., a public company incorporated and domiciled in the State of California (hereinafter referred to as “Buyer”), having its principal place of business at 1354-T Dayton Street, Salinas, CA. 93901
Forbearance AgreementForbearance Agreement • February 20th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec
Agreement made this 13th day of Feb, 2013 and between Feel Golf Co., Inc. (Debtor) and Arnold S. Goldin, Inc. (Creditor) (collectively the "Parties") with regard to that certain Convertible Note dated September 18, 2012 in the original principal amount of $25,000 and part of that certain Note originally issued February 11, 2011 in the original principal amount of $250,000 (the "Note").
INTELLIGENT LIVING, INC. ADVISORY BOARD AGREEMENTAdvisory Board Agreement • February 21st, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • California
This ADVISORY BOARD AGREEMENT (this “Agreement”) is made as of January 5, 2014 (the “Effective Date”) by and between Intelligent Living, Inc., a Nevada corporation (the “Company”), and Tom Bollich (“Consultant”).
ASSET PURCHASE AGREEMENT Dated as of April 25, 2014 by and among Intelligent Living Inc., a Nevada corporation (the “Buyer”) Provectus LLC, a Wyoming limited liability company (“Provectus”) and Venturian Group, Inc., a Florida corporation (the “Seller”)Asset Purchase Agreement • May 1st, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 25, 2014 (the “Effective Date”), and is entered into by and among Intelligent Living Inc., a Nevada corporation (the “Buyer”), its wholly-owned subsidiary Provectus LLC, a Wyoming Limited Liability Company (“Provectus”), and Venturian Group, Inc., a Florida corporation (the “Seller”). Each of the Buyer, Provectus, and the Seller are referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT TO TAKE SHARES IN LIEU OF CASHAgreement to Take Shares in Lieu of Cash • July 19th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec
AGREEMENT, made this 16th day of July 2013 by and between Feel Golf Company Inc., a California corporation and New Castle County Services, Inc., a Delaware corporation.
SECURITY AGREEMENTSecurity Agreement • May 1st, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 25, 2014, by and between INTELLIGENT LIVING INC., a Nevada corporation, its subsidiaries, successors and assigns (the “Company”), and HOYTS HOLLOW MANAGEMENT LLC, a Florida limited liability company. (the “Secured Party”).
ASSET PURCHASE AGREEMENT Dated as of April 25, 2014 by and among Intelligent Living Inc., a Nevada corporation (the “Buyer”) Provectus LLC, a Wyoming limited liability company (“Provectus”) and Perfect Solutions Software Inc., a New Jersey corporation...Asset Purchase Agreement • May 1st, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • New Jersey
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 25, 2014 (the “Effective Date”), and is entered into by and among Intelligent Living Inc., a Nevada corporation (the “Buyer”), its wholly-owned subsidiary Provectus LLC, a Wyoming Limited Liability Company (“Provectus”), and Perfect Solutions Software, Inc., a New Jersey corporation and Perfect Solutions, Inc. Perfect Solutions Software and Perfect Solutions, Inc are hereinafter referred to as the “Sellers”. The Buyer, Provectus and Sellers are referred to herein as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • November 29th, 2012 • Feel Golf Co Inc • Sporting & athletic goods, nec • Nevada
This Consulting Agreement sets forth the new terms pursuant to which PYR will act as the Company’s financial consultant providing strategic advice and consulting services regarding matters more specifically set forth below. This Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter. Specifically, all prior agreements and contracts entered into by and between the parties hereto shall immediately terminate upon the execution of this Agreement and neither party shall have any further obligations thereunder.
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • November 12th, 2010 • Feel Golf Co Inc • Sporting & athletic goods, nec • California
This Mutual Release and Settlement Agreement (“Agreement”) is entered into this 28th day of October, 2010 by and between National Barter Network, LLC, dba Barter Media Solutions, dba Media Funding Solutions (at times herein referred to as “Party One”) and Feel Golf Co., Inc., a California corporation (at times herein referred to as “Party Two”), and with regards to the holding and release of stock as set forth herein, Labertew & Associates, LLC. The labeling of the parties as Party One and Party Two is for convenience only.
Forbearance AgreementForbearance Agreement • February 20th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec
Agreement made this 13 day of February, 2013 by and between Feel Golf Co., Inc. (Debtor) and Long Side Ventures LLC (Creditor) (collectively the "Parties") with regard to that certain Convertible Note dated February 11, 2011 in the original principal amount of $250,000 (the "Note").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 5th, 2009 • Feel Golf Co Inc • Sporting & athletic goods, nec • California
THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is entered into as of this 3rd day of August 2009, by and between Caldwell Golf Corporation, a California corporation, (hereinafter referred to as “SELLER”), having its principal place of business 2131 Las Palmas, Carlsbad, CA and Feel Golf Company, Inc., a California corporation, (hereinafter referred to “BUYER”), having its principal place of business at 1354-T Dayton St. Salinas, CA.
INTELLIGENT LIVING, INC. ADVISORY BOARD AGREEMENTAdvisory Board Agreement • January 23rd, 2014 • Intelligent Living Inc. • Sporting & athletic goods, nec • Florida
This ADVISORY BOARD AGREEMENT (this "Agreement") is made as of January 5, 2014 (the "Effective Date") by and between Intelligent Living, Inc., a Nevada corporation (the "Company"), and Kyle Siptroth and Agiletek Engineering Inc. a Maryland corporation ("Consultant").
Barter Media Solutions - Media Funding AgreementMedia Funding Agreement • November 12th, 2010 • Feel Golf Co Inc • Sporting & athletic goods, nec • Nevada
MODIFICATION AND SETTLEMENT AGREEMENTModification and Settlement Agreement • June 29th, 2011 • Feel Golf Co Inc • Sporting & athletic goods, nec
This Settlement and Modification Agreement is made and entered into effective the 24th day of June, 2011, by and among I GOTCHA HOLDINGS, LLC (“I GOTCHA” or "IGH"); FEEL GOLF COMPANY, INC. (“FEEL GOLF: or “FGCI”), and PROLINE SPORTS, INC., (“PROLINE SPORTS” or “PLS”).
EXECUTIVE EMPLOYMENT AGREEMENT VICTORIA RUDMANExecutive Employment Agreement • May 15th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec • California
This Agreement is made as of the Effective Date (defined below), by and between Feel Golf Co., Inc., a California corporation (the “Company” or “Employer”) and VICTORIA RUDMAN (the “Employee”).
WAIVER AND CONSENT AND FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • January 7th, 2015 • Intelligent Living America, Inc. • Services-computer processing & data preparation
This Waiver and Consent and First Amendment to Promissory Note (the “Amendment”) is entered into as of December 19, 2014 by and among Venturian Group, Inc. (“VENTURIAN”), Intelligent Living America, Inc. (“ILIV”), and Provectus, LLC (Collectively sometimes referred to individually as a “Client” or “Clients”).
ACQUISITION AGREEMENT by and between Feel Golf Co., Inc. a California corporation, on the one hand and New Castle County Services, Inc. a Delaware corporation on the other handAcquisition Agreement • May 14th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec • Florida
This Acquisition Agreement (the “Agreement”) dated as of May 10, 2013, is made by and among Feel Golf Co., Inc., a California corporation (the “Company” or “FGC”) and New Castle County Services, Inc., a Delaware corporation (“NCCS”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • January 21st, 2015 • Intelligent Living America, Inc. • Services-computer processing & data preparation • Florida
THIS SETTLEMENTAGREEMENT AND MUTUAL RELEASE (the"Agreement"), is entered into as of the 19th day of January, 2015 (the "Effective Date") by and among NEW CASTLE COUNTY SERVICES INC., a Delaware corporation (“NCCS”), and MICHAEL GOLDIN, individually (“Goldin”) (NCCS and Goldin shall be referred to jointly, severally, or jointly and severally, as the context requires, as the “Goldin Parties”), parties of the first part; and INTELLIGENT LIVING AMERICA INC., a Nevada corporation (“ILIV America”); and INTELLIGENT LIVING INC., a Nevada corporation (“ILIV Nevada”) (ILIV America and ILIV Nevada shall be referred to jointly, severally, or jointly and severally, as the context requires, as the “ILIV Companies”), parties of the second part.
Revenue Sharing AgreementRevenue Sharing Agreement • February 15th, 2011 • Feel Golf Co Inc • Sporting & athletic goods, nec • Florida
THIS REVENUE SHARING AGREEMENT (this “Agreement”), dated as of February __, 2011, by and among Feel Golf Co., Inc., a California corporation (the “Company”), and the Long Side Ventures LLC, a Florida limited liability company (“Long Side”).
Forbearance AgreementForbearance Agreement • February 20th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec
Agreement made this 13 day of February, 2013 by and between Feel Golf Co., Inc. (Debtor) and Taconic Group LLC (Creditor) (collectively the "Parties") with regard to that certain Convertible Note dated January 29, 2013 in the original principal amount of $50,000 and part of that certain Note originally issued February 11, 2011 in the original principal amount of $250,000 (the "Note").
AMENDMENTConvertible Note Amendment • August 19th, 2013 • Feel Golf Co Inc • Sporting & athletic goods, nec
AMENDMENT to that certain Amended and Restated Convertible Note dated February 11, 2011 in the principal amount of $250,000 (“Note”) by and between Feel Golf Co. Inc. (“Feel) and Long Side Ventures LLC (“Long Side")
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 2014 • Intelligent Living America, Inc. • Services-computer processing & data preparation
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of this 30th day of September, 2014, by and between Intelligent Living Inc., a California corporation (the “California Corporation”), and Intelligent Living America Inc. a Nevada corporation (the “Nevada Corporation”).
