SearchCore, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2016 • Wisdom Homes of America, Inc. • Retail-lumber & other building materials dealers • Florida

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 23, 2015, by and between Wisdom Homes of America, Inc., a Nevada, with headquarters located 500 North Northeast Loop 323 Tyler, TX 75708 (the "Company"), and CAREBOURN CAPITAL, L.P., a Delaware limited partnership (the "Buyer").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 2nd, 2016 • Wisdom Homes of America, Inc. • Retail-lumber & other building materials dealers • New York

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 28, 2016, by and between Wisdom Homes of America, Inc., a Nevada corporation, with headquarters located at 500 North Northeast Loop 323, Tyler, TX 75708 (the "Company"), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the "Buyer").

Contract
Warrant Agreement • January 26th, 2015 • SearchCore, Inc. • Retail-lumber & other building materials dealers • Nevada

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SEARCHCORE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Purchase Agreement
Securities Purchase Agreement • July 24th, 2014 • SearchCore, Inc. • Services-prepackaged software • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of July 18, 2014, is entered into by and between SearchCore, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

ESCROW AGREEMENT
Escrow Agreement • June 15th, 2004 • Tora Technologies Inc • Services-business services, nec

THIS ESCROW AGREEMENT (this “Agreement”) dated June 10, 2004, is made by and among Tora Technologies Inc. (the “Company”) and Gregory S. Yanke Law Corporation (the “Escrow Agent”).

REORGANIZATION AND ASSET ACQUISITION AGREEMENT
Reorganization and Asset Acquisition Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 1st day of August, 2011, by and between General Cannabis, Inc., a Nevada corporation (the “Employer”), and James Pakulis, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered into this 4th day of January, 2012, by and between General Cannabis, Inc., a Nevada corporation (“Employer”), and Justin Weidmann, (“Employee”). In consideration of the mutual promises made herein, the parties agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 19th day of November, 2010, by and between LC Luxuries Ltd., a Nevada corporation (the “Employer”), and Justin Hartfield, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 10th day of January, 2011, by and between General Management Solutions, Inc., a California corporation (the “Employer”), and David Johnson, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

CONVERTIBLE NOTE
Convertible Note • January 26th, 2015 • SearchCore, Inc. • Retail-lumber & other building materials dealers • Nevada

FOR VALUE RECEIVED, SearchCore, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Vista Capital Investments, LLC or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).

Letter of Agreement between Crystal Research Associates, LLC and LC Luxuries Ltd.
Letter of Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
REORGANIZATION AND ASSET ACQUISITION AGREEMENT
Reorganization and Asset Acquisition Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California

Company: General Cannabis, Inc., a Nevada corporation (the “Company”). Offering: 200,000 shares of common stock Capitalization: Before the offering: · The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. · There are 83,140,256 shares of common stock, and no shares of preferred stock, outstanding. · There are contractual obligations to issue another 16,000,000 shares of common stock through January 2014 if certain financial milestones are met by one of our recently acquired subsidiaries. After the offering: · There will be 83,340,256 shares of common stock issued and outstanding. Subsidiaries: The Company has eight wholly-owned subsidiaries, namely General Processing Corporation, a California corporation, WeedMaps Media, Inc., a Nevada corporation, General Health Solutions, Inc., a California corporation, General Merchant Services, Inc., a California corporation, General Marketing Solutions, Inc., a California corporation, Gener

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services
FIRST AMENDMENT TO
Secured Promissory Note • April 19th, 2012 • SearchCore, Inc. • Services-management services

This First Amendment to Secured Promissory Note (this “Amendment”) is made and entered into as of this 22nd day of February, 2011 by and between General Cannabis, Inc. (f/k/a LC Luxuries Limited), a Nevada corporation (the “Company”) and Justin Hartfield, an individual (the “Holder”).

CONSULTING AGREEMENT
Consulting Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Consulting Agreement (this “Agreement”) is made and entered into as of this 19th day of November, 2010 by and between LC Luxuries Limited, a Nevada corporation (the “Company”) and Douglas Francis, an individual (the “Consultant”).

SECURITY AGREEMENT
Security Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This SECURITY AGREEMENT is dated as of November 19, 2010 by and between LC Luxuries Limited, a Nevada corporation (“LCLX”) and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of LCLX (“LC Merger Sub” and, together with LCLX, “LCLL”) on the one hand, and on the other hand, Justin Hartfield, Keith Hoerling and Douglas Francis (each a “Secured Party”, and collectively, the “Secured Parties”), and Justin Hartfield as the “Collateral Agent” (as defined in Section 1 herein below).

LOCK-UP AGREEMENT October 17, 2011
Lock-Up Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California
SECURED PROMISSORY NOTE
Secured Promissory Note • April 19th, 2012 • SearchCore, Inc. • Services-management services
CONSULTING AGREEMENT
Consulting Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services
DOMAIN NAME PURCHASE AGREEMENT
Domain Name Purchase Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • New Jersey

This Domain Name Purchase Agreement (the “Agreement”) is entered into effective November 18, 2011 (the “Closing Date”) by and between Global Life Enhancements, Inc., a New Jersey corporation (the “Seller”) and WeedMaps Media, Inc., a Nevada corporation (the “Buyer”). Each of the Seller and the Buyer may be referred to herein as a “Party” and collectively as the “Parties.”

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Management Services Agreement (“Agreement”) is made as of March 1, 2008 (“Effective Date”), by and between Kien P. Tran, M.D., Inc. (hereinafter “Practice”), and Synergistic Resources, LLC (hereinafter “Manager”), individually referred to at times as the “Party” or collectively as the “Parties.”.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 19th day of November, 2010, by and between LC Luxuries Ltd., a Nevada corporation (the “Employer”), and Keith Hoerling, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Merger Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California
PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 28th, 2013 • SearchCore, Inc. • Services-prepackaged software • California

This Pledge and Security Agreement (this “Agreement”) is made and entered into effective as of August 1, 2012 (the “Effective Date”) by and between Justin Hartfield, an individual (“Holder”) and SearchCore, Inc. (the “Pledgor”). The Holder and the Pledgor shall each be referred to as a “Party” and collectively as the “Parties.”

LOCK-UP AGREEMENT
Lock-Up Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of November, 2010 (the “Effective Date”) by and among LC Luxuries Limited, a Nevada corporation (“LCLX” or the “Company”), on the one hand, and Justin Hartfield, an individual (“Hartfield”) and Keith Hoerling, an individual (“Hoerling” and, together with Hartfield, each a “Shareholder” and collectively the “Shareholders”), on the one hand. The Company and the Shareholders shall be referred to as a “Party” and collectively as the “Parties.”

DOMAIN NAMES PURCHASE AGREEMENT
Domain Names Purchase Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California

This Domain Names Purchase Agreement (the “Agreement”) is entered into effective August 24, 2012 (the “Closing Date”) by and between High Level Technologies, Inc. (the “Seller”) and SearchCore, Inc., a Nevada corporation (the “Buyer”). Each of the Seller and the Buyer may be referred to herein as a “Party” and collectively as the “Parties.”

ASSIGNMENT OF DEBT AGREEMENT
Assignment of Debt Agreement • October 23rd, 2006 • Tora Technologies Inc • Services-business services, nec

MANHATTAN ASSETS CORP., a company incorporated under the laws of Nevada with an executive office at 132 Via Havre, Newport Beach, California, 92663

THIS ASSET PURCHASE AGREEMENT made on the 20th day of October, 2006,
Asset Purchase Agreement • October 23rd, 2006 • Tora Technologies Inc • Services-business services, nec • Nevada
SECOND AMENDMENT TO PROMISSORY NOTE
Promissory Note • April 2nd, 2014 • SearchCore, Inc. • Services-prepackaged software

This Second Amendment to Promissory Note (this “Amendment”) is entered into on March 19, 2014 and is effective as of December 31, 2013 by and between SearchCore, Inc., a Nevada corporation (the “Company”) and James Pakulis, an individual (the “Holder”)

DOMAIN NAME PURCHASE AGREEMENT
Domain Name Purchase Agreement • May 23rd, 2014 • SearchCore, Inc. • Services-prepackaged software • California
GLOBAL SECURITIES PURCHASE, CONSULTING, AND RESIGNATION AGREEMENT
Global Securities Purchase, Consulting, and Resignation Agreement • March 28th, 2013 • SearchCore, Inc. • Services-prepackaged software • California

This Global Securities Purchase, Consulting, and Resignation Agreement (this “Agreement”) is dated as of July 31, 2012, by and among SearchCore, Inc., a Nevada corporation (the “Company”), WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”), and Justin Hartfield, an individual (“Hartfield” or the “Selling Party”). The Company, WeedMaps, and the Selling Party shall each be referred to herein as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • July 15th, 2013 • SearchCore, Inc. • Services-prepackaged software

This First Amendment to Promissory Note (this “Amendment”) is entered into on July 11, 2013 by and between SearchCore, Inc., a Nevada corporation (the “Company”) and Sabas Carrillo, an individual (the “Holder”)

SECOND AMENDMENT TO 20% CONVERTIBLE SECURED PROMISSORY NOTE
20% Convertible Secured Promissory Note • September 17th, 2015 • Wisdom Homes of America, Inc. • Retail-lumber & other building materials dealers

This Second Amendment to 20% Convertible Secured Promissory Note (this “Amendment”) is entered into and effective on July 24, 2015 (the “Effective Date”) by and between Wisdom Homes of America, Inc. (f/k/a SearchCore, Inc.), a Nevada corporation (the “Company”) and Robert S. and Rita DeLue, Trustees of the Robert S. and Rita DeLue 1995 Revocable Family Trust (the “Holder”).

ASSIGNMENT OF DOMAIN NAMES
Assignment of Domain Names • January 30th, 2013 • SearchCore, Inc. • Services-management services

This Assignment of Domain Names is made effective as of the 31st day of December, 2012 by and among General Marketing Solutions, Inc., a California corporation (“GMS”), and SearchCore, Inc., a Nevada corporation, the sole shareholder of GMS (“SearchCore” and, together with GMS, the “Assignor”), on the one hand, and RJM BV, a Dutch corporation (“RJM” or the “Assignee”), on the other hand.

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