Nexxnow, Inc. Sample Contracts

ARTICLE I EXCHANGE OF STOCK
Share Exchange Agreement • September 21st, 2009 • Nexxnow, Inc. • Services-advertising • Delaware
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RECITALS:
Nexxnow, Inc. • September 21st, 2009 • Services-advertising • New York
SECURITY AGREEMENT
Security Agreement • April 6th, 2015 • Inolife Technologies, Inc. • Services-advertising • New York

This SECURITY AGREEMENT (this “Agreement”), dated as of March 31, 2015, by and between INOLIFE TECHNOLOGIES, INC. (the “Company”) and the secured party signatory hereto and its respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Contract
Inolife Technologies, Inc. • February 14th, 2011 • Services-advertising • Florida

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE 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 SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

DRAWDOWN EQUITY FINANCING AGREEMENT
Drawdown Equity Financing Agreement • April 20th, 2010 • Inolife Technologies, Inc. • Services-advertising • Massachusetts

THIS AGREEMENT dated as of the 23 day of November 2009 (the “ Agreement ”) between Sunny Isles Venture, LLC a Florida limited liability corporation (the “ Investor ”), and InoLife Technologies, Inc. a corporation organized and existing under the laws of the State of New York (the “ Company ”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 3rd, 2011 • Inolife Technologies, Inc. • Services-advertising • North Carolina

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated effective as of April 30, 2011 (“Effective Date”), is made and entered into by and between InoLife Technologies, Inc., a New York corporation (“Employer”), and Gary Berthold (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 5th, 2008 • Centale, Inc. • Services-business services, nec • New York

AGREEMENT made as of April 25, 2008 by and between CENTALE, INC./NEXXNOW, INC., a New York corporation with offices at 37 Hamburg Street, East Aurora, NY 14052 (the “Corporation”), and Paul Riley, residing at 89 Hanson Street, Toronto, ON, M4C5P3 (“Riley”).

CONSULTING AGREEMENT
Consulting Agreement • June 6th, 2011 • Inolife Technologies, Inc. • Services-advertising • New York

This is an amended and restated Consulting Agreement made as of this 1st day of August, 2010 by and between InoLife Technologies, Inc. a New York corporation, 8601 Six Forks Road, Suite 400, Raleigh, N.C. 27615("INOL") or the "Corporation") and Continental Investments Group, Inc. a Florida corporation, 934 North University Dr., Suite 202, Coral Springs, FL 33071 ("Consultant").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 5th, 2008 • Centale, Inc. • Services-advertising • New York

AGREEMENT made as of April 25, 2008 by and between CENTALE, INC./NEXXNOW, INC., a New York corporation with offices at 37 Hamburg Street, East Aurora, NY 14052 (the “Corporation”), and Sterling Shepperd, residing at 140 Olean Street, East Aurora, NY 14052 (“Shepperd”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2015 • Inolife Technologies, Inc. • Services-advertising • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2015, is made by and between INOLIFE TECHNOLOGIES, INC., a New York corporation, with headquarters located at 6040-A Six Forks Road, #135, Raleigh, NC 27609 (the “Company”), LEWIS FAMLY GROUP FUND LP, a Delaware limited partnership, with its address at 18 East 41st Street, 14th Floor, New York, NY 10017 (the “Buyer”) and GARY BERTHOLD, an individual with an address at 6040-A Six Forks Road, #135, Raleigh, NC 27609 (“Berthold”) as to Sections 7, 8 and 9 only.

CONSULTING AGREEMENT
Consulting Agreement • May 5th, 2008 • Centale, Inc. • Services-business services, nec • New York

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into and is effective as of April 25, 2008 by and between Centale, Inc./NexxNow, Inc., with a principal place of business at 37 Hamburg Street, East Aurora, NY 14052, (“Company”) and Market Vision Consulting, Inc., with principal offices at 37 Hamburg Street, East Aurora, NY 14052 (“Consultant”) ..

JOINT VENTURE AGREEMENT
Joint Venture Agreement • April 20th, 2010 • Inolife Technologies, Inc. • Services-advertising • North Carolina

This Joint Venture Agreement (“Agreement”) is made on October 1, 2009 between InoLifeTechnologies, Inc. and InoHealth Products, Inc. (collectively “the Joint Venturers).

ARTICLE I
Technology Transfer Agreement • July 27th, 2005 • Centale, Inc. • Services-business services, nec • Pennsylvania
ENGAGEMENT AGREEMENT
Engagement Agreement • June 6th, 2011 • Inolife Technologies, Inc. • Services-advertising • North Carolina

This Engagement Agreement dated August 15, 2010 is between InoLife Technologies, Inc., 8601 Six Forks Road, Suite 400, Raleigh, NC 27615, a New York corporation, ("INOL" or "Company"), and Fuselier and Co., Inc., or assigns, with its principal offices at 130 Federal Road, Suite 33, Danbury, CT 06801 ("Consultant").

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • June 29th, 2005 • Centale, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2010 • Inolife Technologies, Inc. • Services-advertising • Massachusetts

REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of June 23, 2009, by and between InoLife Technologies, Inc. a California corporation (the “ Company ”), and Auctus Private Equity Fund, LLC , Massachusetts corporation (the “ Investor ”).

CONSULTING AGREEMENT
Consulting Agreement • July 10th, 2008 • Nexxnow, Inc. • Services-advertising • New York
DEFINITIVE MERGER AGREEMENT
Definitive Merger Agreement • February 8th, 2016 • Inolife Technologies, Inc. • Services-advertising • New York

AGREEMENT AND PLAN OF MERGER, dated as of February 1, 2016 (the "Agreement"), among InoLife Technologies, Inc., a New York Corporation ("INOL") with its principal offices located at 6040 –A Six Forks Rd., #135, Raleigh, NC 27609 and 8687544 Canada, Inc. ("8687544") a Canadian Corporation with its principal offices located at 1 Yonge Street, Suite 1801, Toronto, Ontario, M5W 1W7 (care of: N3GU Capital Ltd.). 8687544 and INOL are collectively referred to herein as the "Parties".

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AGREEMENT
Agreement • July 6th, 2011 • Inolife Technologies, Inc. • Services-advertising

This is an agreement between InoLife Technologies, Inc. (the “Company”) and Gary Berthold and Sharon Berthold (collectively, “Berthold”) dated this 29th day of June, 2011.

SHARE EXCHANGE AGREEMENT
Stock Pledge Agreement • April 4th, 2008 • Centale, Inc. • Services-business services, nec • New York

AGREEMENT dated as of March 28, 2008 by and among Centale, Inc., a New York corporation (hereinafter referred to as "Centale"), and the individuals identified on the signature page as the Shareholders of Nexxnow China, Inc. (hereinafter referred to as the "NXC Shareholders"). The NXC Shareholders (collectively) and Centale are sometimes referred to collectively herein as the “Parties,” and each is sometimes referred to individually as a “Party.”

CONNIED, INC CONSULTING AGREEMENT
Consulting Agreement • June 6th, 2011 • Inolife Technologies, Inc. • Services-advertising • New York

This is an amended and restated Consulting Agreement made as of this 1st day of August, 2010 by and between InoLife Technologies, Inc. (the "Corporation" or "INOL") and Connied, Inc. ("Consultant").

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 22nd, 2008 • Nexxnow, Inc. • Services-advertising • New York

AGREEMENT made as of July 29, 2008 by and between NEXXNOW, INC., a New York corporation with offices at 37 Hamburg Street, East Aurora, NY 14052 (the “Corporation”), and Paul Riley, residing at 89 Hanson Street, Toronto, ON, M4C5P3 (“Riley”).

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