Exhibit 4.2 Warrant agreement between the registrant and XCL Partners dated January 31, 2003. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT...Warrant Agreement • July 3rd, 2003 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
ContractShare Exchange Agreement • April 8th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This Share Exchange Agreement (“Agreement”) is entered into by and between Benacquista Galleries, Inc., a Nevada corporation (“BAQG”) and Vibe Records, Inc., a Delaware corporation (“VIBE”) as of April 3, 2008.
Exhibit 10.1 Revised Note agreement between the registrant and James Price, dated January 31, 2003. THIS NOTE AND THE SECURITIES REPRESENTED HEREBY, IF ANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,...Promissory Note • May 10th, 2004 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
Exhibit 10.3 Website Funding Agreement between registrant and James Price WEBSITE FUNDING AGREEMENT The undersigned acknowledges execution of theThis Website Agreement (the "Agreement") is entered into by and between James Price (the "Promoter") and...Website Funding Agreement • May 10th, 2004 • Benacquista Galleries Inc • Retail-retail stores, nec
FORM OF] CO-MARKETING AND EXCLUSIVE DISTRIBUTION AGREEMENTCo-Marketing and Exclusive Distribution Agreement • January 16th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec
This Co-Marketing and Exclusive Distribution Agreement (this “Agreement”) is entered into by and between Benacquista Galleries, Inc., a Nevada corporation (“Benacquista or Retailer”) and ArtTrader.org, Inc., a _________ corporation, (“ArtTrader” or “Wholesaler”) this 6th day of October, 2005.
Agreement of SaleAgreement of Sale • January 16th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This Agreement of Sale (“Agreement”) is entered into by and between Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”), James Price, an Individual and Timothy Olphie, an individual (and together the “Parties”) as of January 11, 2008.
AGREEMENTStock Purchase Agreement • February 8th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This AGREEMENT (this “Agreement”), is entered into as of this 2nd day of February, 2007, by and between Benacquista Galleries Inc., a Nevada corporation, with its principal place of business at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (“Benacquista”), and Whole In One Organics, Inc., a privately-held Nevada corporation, with its principal executive offices at 1375 Hauser, Los Angeles, California 90019 (“Whole In One”) (each of Benacquista and Whole In One, individually, a “Party”, and collectively, the “Parties”).
FORM OF] EXCLUSIVE ARTIST ACQUISITION AGREEMENTExclusive Artist Acquisition Agreement • January 16th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec
This Co-Marketing and Exclusive Distribution Agreement (this “Agreement”) is entered into by and between Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”) and _________, Inc., a _________ corporation doing business as ArtTrader.org, (“ArtTrader”) this 12th day of October, 2005.
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • April 10th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”), is entered into as of this 6th day of April, 2007, by and between Benacquista Galleries Inc., a Nevada corporation, with its principal executive offices at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (“Benacquista”), and Monarch Consulting, LLC, a privately-held limited liability company, with its principal executive offices at 7 Snowberry Ct., Cockeysville, Maryland 21030 (“Monarch”) (each of Benacquista and Monarch, individually, a “Party”, and collectively, the “Parties”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • April 10th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”), is entered into as of this 10th day of April, 2007, by and between Benacquista Galleries Inc., a Nevada corporation, with its principal executive offices at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (“Benacquista”), and James Price, an individual, with his principal place of business at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (“Price”) (each of Benacquista and Price, individually, a “Party”, and collectively, the “Parties”).
AMENDMENT NO. 1 to AGREEMENT OF SALEAgreement of Sale • March 18th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
THIS AMENDMENT NO. 1 to AGREEMENT SALE made as of the 11th day of January, 2008 (the “Agreement”) by and between Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”), James Price, an Individual and Timothy Olphie, an individual (and together the “Parties”).
May 12, 2008Extension Agreement • May 21st, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec
In reference to the Agreement of April 29, 2008 between Vibe Records, Inc., a Delaware Corporation (Vibe), Benacquista Galleries, Inc., a Nevada corporation (Benacquista), James Price, an Individual and Timothy Olphie, an individual, I, James Price hereby grant a one-time-only extension under the Agreement under the following terms:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2010 • Vibe Records, Inc. Nevada • Retail-retail stores, nec
This First Amendment (the "Amendment") to the Employment Agreement referenced below by and between Vibe Records Inc. Nevada (the "Company"), and Timothy J. Olphie, an executive (the "Executive") (together the "Parties") is made and entered into effective as of August 2, 2010 (the "Effective Date").
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 5th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
BENACQUISTA GALLERIES, INC., a corporation incorporated on January 17, 2003 under the laws of the State of Nevada with executive offices located at 6870 La Valle Plateada Rancho Santa Fe, California (“Benacquista”);
BENACQUISTA GALLERIES, INC. Santa Fe, California 92067Agreement of Sale • April 8th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec
Reference is made to the Agreement of Sale, dated as of January 11, 2008 by and between Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”), James Price, an Individual (“Mr. Price”) and Timothy Olphie, an individual (“Mr. Olphie”, and together the “Parties”) (the “Agreement”). All terms defined in the Agreement shall have the same meaning when used in this letter unless otherwise defined herein.
ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • September 30th, 2005 • Benacquista Galleries Inc • Retail-retail stores, nec
This Asset Acquisition Agreement (“Agreement”) is entered into by and between YNOT Education, Inc. (“Seller”) and Benacquista Galleries, Inc., a Nevada corporation (“BENACQUISTA” or “Buyer”) as of September 29, 2005. This Agreement specifies the terms and conditions surrounding the acquisition by BENACQUISTA of the website assets listed on Schedule 1 attached hereto (the “Assets”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2009 • Vibe Records, Inc. Nevada • Retail-retail stores, nec • New York
EMPLOYMENT AGREEMENT made as of the 26th day of January, 2009, by and between VIBE RECORDS, INC., a Nevada corporation, with principal offices in Westbury, New York (the "Company"), and TIMOTHY J. OLPHIE., a resident of the State of New York ("Executive").
STOCK PURCHASE AGREEMENT of WHOLE IN ONE PRODUCTS, INC. (a Nevada Corporation) and BENACQUISTA GALLERIES, INC. (a Nevada Corporation)Stock Purchase Agreement • January 16th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec
This Stock Purchase Agreement between Benacquista Galleries, Inc. (the “Purchaser”) and Whole In One Products, Inc. (the “Company”), dated December 18, 2006.
Exhibit 10.2 Lease Guarantee Agreement between registrant and James PriceLease Guarantee Agreement • May 10th, 2004 • Benacquista Galleries Inc • Retail-retail stores, nec
Exhibit 10.1 Note agreement between the registrant and James Price, dated January 31, 2003. THIS NOTE AND THE SECURITIES REPRESENTED HEREBY, IF ANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED...Promissory Note • March 31st, 2003 • Benacquista Galleries Inc • Nevada
BENACQUISTA GALLERIES, INC. Rancho Santa Fe, California 92067Letter Agreement • April 29th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec
Reference is made to the Agreement of Sale (“Agreement”), dated as of January 11, 2008 and the Letter Agreement dated April 4, 2008 (“Letter Agreement”) by and between Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”), James Price, an Individual (“Mr. Price”) and Timothy Olphie, an individual (“Mr. Olphie”, and together the “Parties”). All terms defined in the Agreement shall have the same meaning when used in this letter unless otherwise defined herein.
May 16, 2008Extension Agreement • May 21st, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec
In reference to the Agreement of May 12, 2008 between Vibe Records, Inc., a Delaware Corporation (Vibe), Benacquista Galleries, Inc., a Nevada corporation (Benacquista), James Price, an Individual and Timothy Olphie, an individual, I, James Price hereby grant a one-time-only extension under the Agreement under the following terms:
March 7, 2008Extension Agreement • March 18th, 2008 • Benacquista Galleries Inc • Retail-retail stores, nec
In reference to the Agreement of January 11, 2008 between Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista Galleries, Inc., a Nevada corporation (“Benacquista”), James Price, an Individual and Timothy Olphie, an individual, I, James Price hereby grant a one-time-only extension under the Agreement under the following terms:
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • March 30th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 27th day of March, 2007, by and among Benacquista’s Galleries Inc., a Nevada corporation, with its principal place of business at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (the “Company”), YNOT Eduk8, Inc., a Nevada corporation, with its principal place of business at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (“YNOT”), and Don Tolman, an individual, having his principal place of business at North Oak Ridge Road South, Park City, Utah 84098 (the “Buyer”) (each, individually, a “Party” and, collectively, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 16th, 2007 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 17th day of November, 2006, by and among Benacquista Galleries, Inc. a corporation existing under the laws of the state of Nevada (“Purchaser”); and Physiognomy Interface Technologies, Inc., a corporation existing under the laws of the state of Nevada (the “Seller”).
ROYALTY AGREEMENTRoyalty Agreement • September 30th, 2005 • Benacquista Galleries Inc • Retail-retail stores, nec • Nevada
THIS AGREEMENT (the "Agreement") is made this 29th day of September, 2005 by and between Don Tolman ("Author"), and Benacquista Galleries, Inc. (“Company”).
