EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND BETWEENAsset Purchase Agreement • January 12th, 2006 • UpSnap, Inc. • Services-computer processing & data preparation • Tennessee
Exhibit 10.1 Form of Subscription Agreement SUBSCRIPTION AGREEMENT Potential investors are encouraged to ask questions and obtain additional information from the officers and directors of the Company concerning the Units, the operations of the...Subscription Agreement • November 15th, 2005 • UpSnap, Inc. • Metal mining • British Columbia
Exhibit 10.4 Form of Series A Warrant FORM OF WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE...Warrant Agreement • November 15th, 2005 • UpSnap, Inc. • Metal mining
BACKGROUNDDebt Conversion Agreement • November 15th, 2005 • UpSnap, Inc. • Metal mining • New York
Exhibit 10.1 Viant Capital LLC Warrant THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Warrant Agreement • November 17th, 2005 • UpSnap, Inc. • Metal mining
Exhibit 10.2 Form of Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of the date of acceptance of the Securities Purchase Agreement to which this Agreement is annexed as Attachment...Registration Rights Agreement • November 15th, 2005 • UpSnap, Inc. • Metal mining • California
Exhibit 2.1 LETTER OF INTENTLetter of Intent • August 29th, 2005 • Manu Forti Group Inc • Metal mining • California
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 20th, 2009 • UpSnap, Inc. • General bldg contractors - residential bldgs • Alberta
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made this 29th day of August 2008, by and between UpSnap, Inc., a Nevada corporation (“UpSnap”); Tony Philipp, President and CEO of UpSnap and minority shareholder (“Philipp”); Peter van Hierden, a citizen of Alberta, Canada, and the President and majority shareholder of Duratech Group, Inc. (“van Hierden”); Duratech Group, Inc., an Alberta, Canada corporation (“Duratech”); and the individuals whose names are set forth on the signature pages hereof (hereinafter being referred to as the “Duratech Shareholders”). All of the foregoing entities and individuals hereby execute and deliver this Agreement, based on the following:
ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008Asset Purchase Agreement • November 20th, 2009 • UpSnap, Inc. • General bldg contractors - residential bldgs • North Carolina
AGREEMENT (this “Agreement”), made and entered into as of this 29th day of August, 2008, by and among UpSnap Services, LLC, a North Carolina limited liability company (“Services”), UpSnap, Inc., a Nevada corporation (“Seller”) and Tony Philipp, (“Philipp,” who together with Services, are the “Purchaser”).
NEXTEL ONLINE HANDSET PLACEMENT AGREEMENTNextel Online Handset Placement Agreement • July 13th, 2006 • UpSnap, Inc. • Services-computer processing & data preparation • Virginia
THIS NEXTEL ONLINE HANDSET PLACEMENT AGREEMENT (this “Agreement”) is effective as of the Effective Date, by and between Nextel Finance Company., a Delaware corporation (“Nextel”), with offices at 2001 Edmund Halley Drive, Reston, VA 20191 and the website operator identified below (“Operator”).
Simplewire Terms and ConditionsCommercial Service Agreement • July 13th, 2006 • UpSnap, Inc. • Services-computer processing & data preparation • Michigan
This commercial service Agreement (the “Agreement”) is a legal and binding Agreement between Company Name , a [State, C/S/LLC] corporation (“Customer”) and Simplewire, Inc., a Michigan, U.S.A. corporation (“Simplewire”). This Agreement shall become effective as of 03-07 2006 (the “Effective Date.”)
Exhibit 2.1 DEFINITIVE SHARE EXCHANGE AGREEMENT THIS DEFINITIVE SHARE EXCHANGE AGREEMENT (hereinafter referred to as the "Agreement") is dated for reference the 15th day of November, 2005, by and among UPSNAP, INC. (formerly known as MANU FORTI GROUP...Share Exchange Agreement • November 17th, 2005 • UpSnap, Inc. • Metal mining • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 22nd, 2007 • UpSnap, Inc. • Services-computer processing & data preparation
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is entered into as of October 16, 2007 (this “Amendment”) among UPSNAP, INC., a Nevada corporation (“Parent”), UPSNAP ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and MOBILE GREETINGS, INC., a California corporation (“MGI”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2003 • Manu Forti Group Inc
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ______________ shares of common stock of Manu Forti Group Inc. (the "Company") at the price of $0.10 per share (the "Subscription Price").
WIRELESS DATA AGREEMENTWireless Data Agreement • March 26th, 2007 • UpSnap, Inc. • Services-computer processing & data preparation • Kansas
This Wireless Data Agreement (“Agreement”) is effective as of February 5, 2007 (“Effective Date”), between Sprint/United Management Company, a Kansas corporation and wholly owned subsidiary of Sprint Nextel Corporation with offices at 6200 Sprint Parkway, Overland Park, KS 66251 (“Sprint”) and UpSnap, Inc., a Nevada corporation with offices at 134 Jackson St., Suite 203-204, Davidson, NC 28036 (“Service Provider”). The parties desire to provide Service Provider Services as part of the Sprint Services. Sprint and Service Provider are parties to that certain Nextel Online Handset Placement Agreement (the “Original Agreement”) dated October 15, 2001; Amendment No. 1 dated February 11, 2002; Amendment No. 2 dated October 10, 2003; Amendment No. 3 dated 2004 and Amendment No. 4 dated July 21, 2004 (collectively, the “Agreement”). Effective as of the date of this Agreement, the Original Agreement and all subsequent Amendments to the Original Agreement are hereby terminated and replaced by th
STOCK OPTION AGREEMENTStock Option Agreement • November 3rd, 2006 • UpSnap, Inc. • Services-computer processing & data preparation • North Carolina
AGREEMENT made as of the _____ day of _____, 2006 between UPSNAP INC., a Nevada corporation (hereinafter referred to as the “Corporation”), and _____________ (hereinafter referred to as the “Optionee”).
INGENIO PAY PER CALL® ADVERTISING DISTRIBUTION AGREEMENTPay Per Call Advertising Distribution Agreement • August 24th, 2006 • UpSnap, Inc. • Services-computer processing & data preparation • California
Ingenio, Inc., a Delaware corporation, with its principal place of business at 100 California Street, Suite 400, San Francisco, CA 94111 ("Ingenio") and Upsnap, Inc. with its principal place of business at 134 Jackson Street, Suite 203, PO Box 2399, Davidson, NC 28036 ("COMPANY" together with Ingenio, the "Parties") hereby enter into the agreement set forth herein ("Pay Per Call Advertising Distribution Agreement" or "Agreement"), effective as of March 9, 2006 (the "Effective Date"). All capitalized terms not otherwise defined herein, shall have the meaning attributed to them on Exhibit A attached hereto and incorporated by this reference.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 15th, 2008 • UpSnap, Inc. • Services-computer processing & data preparation
The parties hereto had entered into an Agreement and Plan of Merger dated as of August 9, 2007, and amended by Amendment No. 1, dated as of October 16, 2007 (collectively, the “Agreement”), subject to which the Merger Sub is to be merged with and into the Company as a result of which the separate corporate existence of Merger Sub would cease, and the Company would continue as the surviving entity of the merger and become a wholly-owned subsidiary of Parent. The parties hereto now desire to enter into this Amendment to further modify the terms of the Agreement as more specifically set forth herein.
AGREEMENT AND PLAN OF MERGER among UPSNAP, INC., UPSNAP ACQUISITION CORP. and MOBILE GREETINGS, INC. Dated August 9, 2007Merger Agreement • August 15th, 2007 • UpSnap, Inc. • Services-computer processing & data preparation • California
AGREEMENT AND PLAN OF MERGER, dated August 9, 2007 (this “Agreement”), among UPSNAP, INC., a Nevada corporation (“Parent”), UPSNAP ACQUISITION CORP., a California corporation and direct wholly owned Subsidiary of Parent (“Merger Sub”), and MOBILE GREETINGS, INC., a California corporation (the “Company”).
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • January 20th, 2009 • UpSnap, Inc. • General bldg contractors - residential bldgs
This PREFERRED STOCK EXCHANGE AGREEMENT (“Agreement”) is made effective as of January 8, 2009 by and among the individuals listed on the signature pages hereof (the “Sellers”) and UpSnap, Inc., a Nevada corporation (“UpSnap”).
