EXHIBIT 10.3 CONSULTING AGREEMENT BETWEEN: MONEYFLOW SYSTEMS INTERNATIONAL INC. duly incorporated pursuant to the laws of Nevada. (hereinafter referred to as the "Company")Consulting Agreement • June 11th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
Exhibit 10.4 CONSULTING AGREEMENT This Agreement is made and entered into as of July 6, 2001 by and between DAN FORIGO, BLAINE RUZYCKI, NOLA RUZYCKI AND MICHELLE BALIC (hereinafter collectively referred to as the "Consultants"), persons residing in...Consulting Agreement • June 11th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Alberta
Exhibit 10.7 SOFTWARE LICENSE AGREEMENT Agreement No. CCSSLA01 ================ ================================================================ AN AGREEMENT made the 16th day of November, 2000 between TCS (CANADA) LIMITED, a Company incorporated...Software License Agreement • June 11th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Ontario
FORM OF WARRANTWarrant Agreement • June 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • New York
GREEN POLKADOT BOX INCORPORATED, a Nevada corporation (the “Company”), hereby certifies that _______________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the date hereof (the “Effective Date”) and terminating on the fifth anniversary of the Effective Date up to _____________ shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, par value $0.001 per Share (the “Common Stock”), at an exercise price per Share equal to $4.50 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
Exhibit 10.1 CONNECTION SERVICES AGREEMENT No: SBC-SCD02 ====================== ========================================================== 1. Interpretations 1.1 Definitions 1.2 Construction of Terms 1.3 Business 1.4 Statutes and Agreements 2. TCS...Connection Services Agreement • June 11th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Ontario
EXHIBIT 10.5 HYPERCOM CANADA, LTD. Hypercom Canada, Ltd. BCE Place 161 Bay Street, Suite 2700 Toronto, Ontario M5J 2S1 Phone: 416-572-2003 Fax: 416-572-2212 July 26, 2001 Mr. Hal Schultz Security Bancorp Inc. #3 Bldg F. 5508 First Street SE Calgary...Letter Agreement • June 14th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
This Letter Agreement covers purchase of the Hypercom products discussed below and subsequent resale to Security Bancorp Inc. end-user customers within Canada. If sales of products purchased hereunder by Security Bancorp Inc. are going to be made to a third party who in turn resells the products to an end-user, then a Reseller Agreement is required instead, and this Agreement would be subject to termination by Hypercom upon notice. A "Reseller" Agreement is used at Hypercom's sole discretion to establish a purchasing relationship between Hypercom and companies who intend to resell Hypercom products to other parties, who in turn resell those Hypercom products.
ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT is entered into as of this 15th day of July, 2001, by and among MoneyFlow Systems International, Inc., a Nevada corporation ("Acquiror"); Security Bancorp Inc., an Alberta, Canada corporation ("SBI" or...Acquisition Agreement • December 11th, 2001 • Moneyflow Systems International Inc • Nevada
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 10th, 2012 • Vault America, Inc. • Calculating & accounting machines (no electronic computers) • Nevada
This Agreement (the “Agreement”) made 2nd day of February 2012, by and between Harold Schultz (“Sellers’ Representative”), who represents each of the persons listed on Exhibit A (collectively, the “Sellers”) and Jeffrey L. Nilsson, Purchaser’s representative for Green PolkaDot Box (“Purchaser”) setting forth the terms and conditions upon which the Sellers will sell One Million Forty Four Thousand, One Hundred Thirty Three (1,044,133) shares of Common Stock, and Four Hundred Sixty (460) of Preferred A shares and One Thousand (1,000) of Preferred B shares (the “Shares”) of Vault America, Inc. (“Vault America ”) or sometimes the "Company") common stock (the “Common Stock”), personally owned by Sellers, to Purchaser. The Sellers and the Purchaser may be referred to herein singularly as a “Party” and collectively, as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • April 19th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of April 9, 2012 by and between GREEN POLKADOT BOX INCORPORATED, a Nevada corporation whose address is 629 East Quality Drive, Suite 103, American Fork, Utah
CONVERTIBLE SECURED PROMISSORY NOTE AND LOAN AGREEMENT April 9, 2012Convertible Secured Promissory Note and Loan Agreement • April 19th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
Utah 84003 (the “Company”), promises to pay to WILLIAM ROBERTS, whose address is 6529 79th Place, Cabin John, Maryland 20818, or his registered assigns (the “Holder”), and the parties agree as hereinafter set forth:
CONSULTING AGREEMENT This Agreement is made and entered into as of July 6, 2001 by and between DAN FORIGO, BLAINE RUZYCKI, NOLA RUZYCKI AND MICHELLE BALIC (hereinafter collectively referred to as the "Consultants"), persons residing in and pursuant to...Consulting Agreement • March 28th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Alberta
SHARE EXCHANGE AGREEMENT Between Already Checked, Inc. And MoneyFlow Systems International, Inc. And Interglobe Patrol Services Ltd. March 15, 2005Share Exchange Agreement • April 4th, 2005 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Wyoming
MoneyFlow Systems International Inc., a company duly incorporated pursuant to the laws of Nevada and having an office located at Suite N, 7003 - 5th, Street S.E., Calgary, Alberta, Canada T2H 2G2
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • New York
This Note Purchase Agreement (the “Agreement”) dated as of May __, 2012, by and among Green PolkaDot Box Incorporated, a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
CLUB MEMBER APPLICATION AND AGREEMENTClub Member Application and Agreement • May 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
THIS CLUB MEMBER APPLICATION AND AGREEMENT (this “Agreement”) is a legal agreement between the undersigned (the “Club Member”) and The Green PolkaDot Box LLC, a Utah limited liability company (the “Company”), effective as of the date that the Company executes and confirms its acceptance of this Agreement after the submission of this Agreement by the Club Member to the Company and the payment by the Club Member of the “Membership Fee,” as defined below. Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned to them in Section 1, “Definitions,” below.
GREEN POLKADOT BOX INCORPORATED COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 19th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
THE GREEN POLKADOT BOX INCORPORATED, a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, WILLIAM and DONNA ROBERTS or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase shares of Common Stock (the “Shares”) from the Company up to a total of 500,000 Shares (each such Share, a “Warrant Share” and all such Shares, the “Warrant Shares”) at an exercise price equal to $3.00 per Warrant Share (hereinafter this Common Stock Purchase Warrant is referred to as the “Warrant” or the “Warrants”). The Warrants may be exercised through and including April 4, 2017 (the “Expiration Date”). This Warrant is subject to the following additional terms and conditions:
Directors Loan THIS INDENTURE made (in duplicate) BETWEEN:Directors Loan • September 15th, 2003 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
Dale Tingley of #5 Casa Rio Lane, in the City of Saskatoon in the Province of Saskatchewan, (hereinafter referred to as the lender)
FORM OF WARRANTWarrant Agreement • March 6th, 2012 • Vault America, Inc. • Calculating & accounting machines (no electronic computers) • New York
GREEN POLKADOT BOX, INC. (formerly known as Vault America, Inc.), a Nevada corporation (the “Company”), hereby certifies that _______________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the date hereof (the “Effective Date”) and terminating on the fifth anniversary of the Effective Date up to _____________ shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, par value $0.001 per Share (the “Common Stock”), at an exercise price per Share equal to $4.50 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
GREEN POLKADOT BOX INCORPORATED COMMON STOCK WARRANTSecurities Agreement • June 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • New York
GREEN POLKADOT BOX INCORPORATED, a Nevada corporation (the “Company”), hereby certifies that _________________, his permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the date hereof (the “Effective Date”) and terminating on the fifth anniversary of the Effective Date up to 111,111 shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock (the “Common Stock”), at an exercise price per Share equal to $4.05 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 19, 2013Convertible Security Agreement • March 6th, 2012 • Vault America, Inc. • Calculating & accounting machines (no electronic computers) • New York
THIS CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of The Green Polkadot Box, Inc.., a Utah corporation, (the “Company”), having its principal place of business at 629 E. Quality Dr., Suite 103, American Fork, UT 84003, designated as its Convertible Promissory Note due February 19, 2013 (this note, the “Note” and, collectively with the other notes issued in the Offering, the “Notes”).
Exhibit 10.9 CONFIDENTIAL THIS OFFER OF AGREEMENT WILL January 9, 2003 BE RENDERED NULL & VOID UNLESS EXECUTED BY BOTH PARTIES HERETO ON OR BEFORE January17, 2003 Moneyflow Systems International Inc. 7003 5th Street SE Suite N Calgary, T2H 2G2 LETTER...Consulting Agreement • February 14th, 2003 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
This writing will serve to memorialize our understanding together. MNYF's core business is in sales and management of financial transaction-based equipment and processing services. MNYF desires to enhance shareholder value by exploring vicious expansion and growth models and, if desirable, by obtaining working capital is the initial approx. amount of $2,000,000 in order to further implement its expansion and growth plan.
CREDIT CARD CONNECTION SERVICES AGREEMENT No: SBC-CCCOlCredit Card Processing Services Agreement • March 28th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
SOFTWARE LICENSE AGREEMENT Agreement No. SBCSLA01 ============================= =================================================== AN AGREEMENT made the 16th day of November, 2000 between TCS (CANADA) LIMITED, a Company incorporated under the laws of...Software License Agreement • March 28th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Ontario
Exhibit 10.8 LOCKUP AGREEMENT The undersigned understands that Money Flow Systems International Inc. (the "Corporation") intends to complete a financing (a "Financing") as directed by the board of directors of the Corporation (the "Board"), which...Lockup Agreement • May 7th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2005 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers) • Alberta
MoneyFlow Systems International Inc., a company duly Incorporated under the laws of Nevada, and having an office located at Suite N, 7003 – 5th Street S.E. Calgary, Alberta Canada T2H 2G2
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 6th, 2012 • Vault America, Inc. • Calculating & accounting machines (no electronic computers)
VAULT AMERICA, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at PO Box 15040, Aspenwoods, Calgary, Alberta T3H0N8
REWARD MEMBER APPLICATION AND AGREEMENTReward Member Application and Agreement • May 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
THIS REWARD MEMBER APPLICATION AND AGREEMENT (this “Agreement”) is a legal agreement between the undersigned (the “Reward Member”) and The Green PolkaDot Box LLC, a Utah limited liability company (the “Company”), effective as of the date that the Company executes and confirms its acceptance of this Agreement after the submission of this Agreement by the Reward Member to the Company and the payment by the Reward Member of the “Membership Fee,” as defined below. Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned to them in Section 1, “Definitions,” below.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof betweenGreen PolkaDot Box Incorporated, a Nevadacorporation(the “Company”) and the undersigned (the “Subscriber”).
and-Consulting Agreement • March 28th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
Subscription Agreement for Convertible Promissory Note of THE GREEN POLKA DOT BOX LLCSubscription Agreement • May 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
This SUBSCRIPTION AGREEMENT made as of this ____ day of ______, 20__ between THE GREEN POLKADOT BOX LLC, a Utah limited liability company (the “Company”, “we,” or “us”) and the undersigned (the “Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 6th, 2012 • Vault America, Inc. • Calculating & accounting machines (no electronic computers) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Green PolkaDot Box, Inc., a Nevada corporation f/k/a Vault America, Inc. (the “Company”) and the undersigned (the “Subscriber”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY 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...Convertible Security Agreement • June 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • New York
FOR VALUE RECEIVED, Green PolkaDot Box Incorporated, a Nevada corporation (the “Company”) promises to pay to _______________ or his registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $300,000 on November __, 2012(the “Maturity Date”)or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:
HYPERCOM CANADA, LTD. Hypercom Canada, Ltd. BCE Place 161 Bay Street, Suite 2700 Toronto, Ontario M5J 2S1 Phone: 416-572-2003 Fax: 416-572-2212 July 26, 2001 Mr. Hal Schultz Security Bancorp Inc. #3 Bldg F. 5508 First Street SE Calgary Alberta T2H 2W9...Letter Agreement • March 28th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
This Letter Agreement covers purchase of the Hypercom products discussed below and subsequent resale to Security Bancorp Inc. end-user customers within Canada. If sales of products purchased hereunder by Security Bancorp Inc. are going to be made to a [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] who in turn [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] the products to an [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION], then a Reseller Agreement is required instead, and this Agreement would be subject to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] by Hypercom upon notice. A "Reseller" Agreement is used at Hypercom's [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE COMMISSION] to establish a [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EX
SUBSCRIPTION AGREEMENTSubscription Agreement • March 6th, 2012 • Vault America, Inc. • Calculating & accounting machines (no electronic computers)
SUBSCRIPTION AGREEMENT (this “Agreement” or “Subscription Agreement”) made as of the last date set forth on the signature page hereof between The Green PolkaDot Box, Inc., a Utah corporation (the “Company”), and the undersigned (the “Subscriber”).
TRUST MEMBER APPLICATION AND AGREEMENTTrust Member Application and Agreement • May 14th, 2012 • Green PolkaDot Box Inc • Retail-food stores • Utah
THIS TRUST MEMBER APPLICATION AND AGREEMENT (this “Agreement”) is a legal agreement between the undersigned (the “Trust Member”) and The Green PolkaDot Box LLC, a Utah limited liability company (the “Company”), effective as of the date that the Company executes and confirms its acceptance of this Agreement after the submission of this Agreement by the Trust Member to the Company and the payment by the Trust Member of the “Trust Member Fee,” as defined below. Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned to them in Section 1, “Definitions,” below.
CREDIT CARD CONNECTION SERVICES AGREEMENT No: SBC-CCCOlCredit Card Connection Services Agreement • June 11th, 2002 • Moneyflow Systems International Inc • Calculating & accounting machines (no electronic computers)
