PROPERTY PURCHASE AGREEMENTProperty Purchase Agreement • October 10th, 2006 • Ouvo, Inc. • Services-business services, nec • British Columbia
OUVO INC., a Delaware company with a registered and records office at Suite 325-3495 Cambie Street, Vancouver, British Columbia, V5Z 4R3
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2007 • Trustcash Holdings, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for reference as of June 30, 2007 by and among Trustcash Holdings, Inc., a Delaware corporation (the "Corporation"), Brennecke Partners LLC and those subscribers of the Private Placement whose names and signatures appear on the signature pages hereto (the "Investors").
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG TRUSTCASH HOLDINGS, INC. TCHH ACQUISITION CORP. AND PAIVIS, CORP. DATED AS OF FEBRUARY 5, 2008Agreement and Plan of Merger • February 12th, 2008 • Trustcash Holdings, Inc. • Services-business services, nec • Nevada
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of February 5, 2008 (the “Agreement”) by and among TRUSTCASH HOLDINGS, INC., a Delaware corporation (“PARENT”), TCHH ACQUISITION CORP., a Nevada corporation (“SUB”) and PAIVIS, CORP., a Nevada corporation (“TARGET”). PARENT, SUB and TARGET are each referred to herein individually as a “Party” and collectively as the “Parties.”
Brennecke WarrantOuvo, Inc. • July 9th, 2007 • Services-business services, nec • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED.
PURCHASE AGREEMENT BY AND AMONG TRUSTCASH HOLDINGS, INC., AP SYSTEMS, INC., TRUSTCASH, LLC AND THE OWNERS OF TRUSTCASH LLC Dated as of June 30, 2007Purchase Agreement • July 17th, 2007 • Trustcash Holdings, Inc. • Services-business services, nec • New York
This PURCHASE AGREEMENT is made and entered into as of June 30, 2007, by and among Trustcash Holdings, Inc., a Delaware corporation ("Parent"), AP Systems, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Sub"), Trustcash LLC, a Delaware limited liability company ("Company"), all of the holders of Membership Interests (the "Interests") in the Company (each of such holders being hereinafter referred to as a "Holder" and all of such holders being hereinafter collectively referred to as the "Holders"). Gregory Moss (the "Company Indemnifying Officer") and Kent Caraquero (the "Parent Indemnifying Officer"). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 11.
AMENDED LOAN AGREEMENTLoan Agreement • May 20th, 2008 • Trustcash Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS: The Lender has previously advanced to the Borrower or on behalf of the Borrower the sum of Three Hundred Thousand dollars (US $300,000.00) (the” Loan”); and The Borrower has requested that the Lender advance and additional Seventy Five Thousand dollars (US $75,000.00) increasing the Loan to Three Hundred and Seventy Five Thousand dollars (US 375,000.00). The parties hereto are desirous of clarifying the nature of the loan transaction and have therefore agreed to the terms herein.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 7th, 2007 • Ouvo, Inc. • Services-business services, nec • New York
THIS AGREEMENT is executed on January 24, 2007 by TRUSTCASH, LLC a Delaware limited liability company (hereinafter called the “Borrower”).
AGREEMENT AND PLAN OF MERGER AMONG TRUSTCASH HOLDINGS, INC. TCHH ACQUISITION CORP. AND PAIVIS, CORP. DATED AS OF DECEMBER 20, 2007Agreement and Plan of Merger • December 28th, 2007 • Trustcash Holdings, Inc. • Services-business services, nec • Nevada
AGREEMENT AND PLAN OF MERGER dated as of December 20, 2007 (the “Agreement”) by and among TRUSTCASH HOLDINGS, INC., a Delaware corporation (“PARENT”), TCHH ACQUISITION CORP., a Nevada corporation (“SUB”) and PAIVIS, CORP., a Nevada corporation (“TARGET”). PARENT, SUB and TARGET are each referred to herein individually as a “Party” and collectively as the “Parties.”
DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made as of the 8th day of July 2008. BETWEEN:Debt Settlement Agreement • August 14th, 2008 • Trustcash Holdings, Inc. • Services-business services, nec • Delaware
THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:
TRUSTCASHTrustcash Holdings, Inc. • July 3rd, 2008 • Services-business services, nec
Attention: Ed Kwong, President This letter will serve to acknowledge our understanding that the Outside Closing Date as described in the Agreement cannot be met. Rather than terminate the Agreement I propose we continue our efforts to meet the due diligence requirements. In addition, if and when a suitable financing proposal is accepted we can at that time redefine the Outside Closing Date to correspond with a Merger. Accepting that the above accurately details your understanding of our agreement in this regard could you please execute this letter where indicated and return same at your earliest convenience. Yours truly,
GUARANTY AGREEMENTGuaranty Agreement • July 9th, 2007 • Ouvo, Inc. • Services-business services, nec • Tennessee
THIS GUARANTY AGREEMENT ("Guaranty"), dated ______ ___, 2007, is made and entered into upon the terms hereinafter set forth, by TRUSTCASH, LLC, a Delaware limited liability company ("Trustcash"), ALTERNATE PAYMENT SYSTEMS, INC., a Delaware corporation ("Sub"; and together with Trustcash, each a "Guarantor" and collectively, the "Guarantors"), jointly and severally, in favor of LTGTTC, LLC, a Tennessee limited liability company ("Creditor").
SECURITY AGREEMENTSecurity Agreement • July 9th, 2007 • Ouvo, Inc. • Services-business services, nec • Tennessee
THIS SECURITY AGREEMENT ("Agreement"), dated June 30, 2007 is made and entered into on the terms and conditions hereinafter set forth, by and between the undersigned TRUSTCASH, LLC, a Delaware limited liability company ("Trustcash"), TRUSTCASH HOLDINGS, INC., a Delaware corporation ("Holdings"), ALTERNATE PAYMENT SYSTEMS, INC., a Delaware corporation ("Sub"; and Trustcash, Holdings and Sub are sometimes hereinafter referred to individually as a "Debtor" and individually and collectively as "Debtors") and LTGTTC, LLC, a Tennessee limited liability company ("Secured Party").
LOAN AGREEMENTLoan Agreement • November 14th, 2007 • Trustcash Holdings, Inc. • Services-business services, nec • Delaware
The Lender has agreed to advance to the Borrower or on behalf of the Borrower the sum of Two Hundred and Fifty Thousand Dollars (US 250,000.00) (the” Loan”); and
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • May 15th, 2007 • Ouvo, Inc. • Services-business services, nec • Delaware
OUVO INC., a Delaware company having an office at Suite 325-3495 Cambie Street, Vancouver, B.C., Canada, V5Z 4R3 (the "Company") OF THE FIRST PART
LOAN AGREEMENTLoan Agreement • May 20th, 2008 • Trustcash Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS: The Lender has previously advanced to the Borrower the sum of One Hundred Thousand Dollars (US 100,000.00) (the” Loan”); and The Borrower has requested that the Lender advance to the Borrower an additional Fifty Thousand Dollars (US 50,000.00); and The Lender has agreed to advance to the Borrower the sum of Fifty Thousand Dollars (US 50,000.00) increasing the Loan to One Hundred and Fifty Thousand Dollars (US 150,000.00) and extend the payment date of the loan to February 1st , 2009 (the” Loan”); and The parties hereto are desirous of clarifying the nature of the loan transaction and have therefore agreed to the terms herein.
SEPARATION AGREEMENTSeparation Agreement • February 8th, 2006 • Ouvo, Inc. • Services-business services, nec • Nevada
This SEPARATION AGREEMENT, dated and effective as of March 7, 2005, sets forth the agreement between CASINO ENTERTAINMENT TELEVISION, INC., a Delaware corporation (the “Company”), and STEPHEN B. LASSER, a Nevada resident (“Lasser”), with regard to the matters set forth herein.
ContractPiggyback Registration Rights Agreement • July 9th, 2007 • Ouvo, Inc. • Services-business services, nec • New York
PIGGYBACK REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for reference as of June 30, 2007 by and among Trustcash Holdings, Inc., a Delaware corporation (the "Corporation"), Trustcash LLC, a Delaware limited liability company ("Trustcash"), and those subscribers to the private placement offering of $500,000 worth of Trustcash limited liability company membership interests (the "Private Placement") whose names and signatures appear on the signature pages hereto (the "Investors").
April 1, 2007 Kent Carasquero, President Trustcash LLC 400 Park Avenue #1420 New York, NY 10022 KentTrustcash Holdings, Inc. • May 20th, 2008 • Services-business services, nec
This agreement will run from April 1, 2008 until December 31, 2008, may be terminated, provided that such termination is after thirty (30) days’ prior notice is provided in writing to CONSULTANT. This agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. In the event the Company is purchased or there is a change in control of the Company, this contract will be paid in full for the full term of the contract.
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • May 15th, 2007 • Ouvo, Inc. • Services-business services, nec • Delaware
OUVO INC., a Delaware company having an office at Suite 325-3495 Cambie Street, Vancouver, B.C., Canada, V5Z 4R3 (the "Company") OF THE FIRST PART
LOAN AGREEMENTLoan Agreement • February 8th, 2006 • Ouvo, Inc. • Services-business services, nec • British Columbia
The Lender has previously advanced to the Borrower or on behalf of the Borrower the sum of USD$176,000.00 as per the letter dated June 16,2005 (Attached); and
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2006 • Ouvo, Inc. • Services-business services, nec • British Columbia
CASINO ENTERTAINMENT INC., a company duly incorporated under the laws of Delaware (hereinafter called the "Corporation" or "CASINO")
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • May 15th, 2007 • Ouvo, Inc. • Services-business services, nec • Delaware
OUVO INC., a Delaware company having an office at Suite 325-3495 Cambie Street, Vancouver, B.C., Canada, V5Z 4R3 (the "Company") OF THE FIRST PART
SHARE CANCELLATION AND BUSINESS TRANSFER GREEMENTShare Cancellation And • February 8th, 2006 • Ouvo, Inc. • Services-business services, nec • Nevada
This SHARE CANCELLATION AND BUSINESS TRANSFER AGREEMENT (the “Agreement”), dated and effective as of March 7, 2005, sets forth the agreement between CASINO ENTERTAINMENT TELEVISION, INC., a Delaware corporation (the “Company”), and LAWRENCE SMITH, a New Jersey resident (“Smith”), with regard to the matters set forth herein.
