SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2008 • Espre Solutions Inc • Communications equipment, nec • California
This Securities Purchase Agreement dated as of July 15, 2008 (this “Agreement”) is made by and between Espre Solutions, Inc., a Nevada corporation, with principal executive offices located at 5700 W. Plano Parkway, Suite 2600, Plano, Texas 75093 (the “Company”), and La Jolla Cove Investors, Inc. (“Holder”).
ContractConvertible Debenture • July 22nd, 2008 • Espre Solutions Inc • Communications equipment, nec • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 22nd, 2008 • Espre Solutions Inc • Communications equipment, nec • California
STOCK PLEDGE AGREEMENT (this "Agreement"), dated July 15, 2008 made by Lou Wood, Pamela Jo Ross Wood, Louis Alfred Wood III and Nancy Seale in favor of La Jolla Cove Investors, Inc., a California corporation (the "Pledgee"). Each of Lou Wood, Pamela Jo Ross Wood, Louis Alfred Wood III and Nancy Seale may be referred to herein individually as a "Pledgor," and collectively as the "Pledgors."
SOFTWARE PURCHASE AGREEMENTSoftware Purchase Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software
WHEREAS JOD Enterprises (“Seller”), whose address is P.O. Box 271151, Flower Mound, Texas 75027-1151, is the owner of the Software Product and Documentation (as defined below) containing proprietary information and trade secrets of Seller; and
BUSINESS COMBINATION AND INVESTMENT AGREEMENTBusiness Combination and Investment Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Florida
Agreement made as of July 6, 2004, between Espre Solutions, Inc., a Texas corporation (“Espre”); the shareholders of Espre whose names and signatures appear on the signature page to this Agreement (the “Espre Shareholders”); and Financial Freedom Home Buyers, Inc., a Florida corporation (the “Investors”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is entered into as of this 14th day of April , 2006, by and between ESPRE SOLUTIONS INC. , a Nevada corporation (“ESPRE”), and MEDIA DISTRIBUTION SOLUTIONS, LLC, a Texas limited liability company (“MDS”),
SOFTWARE AND ROYALTY LICENSE AGREEMENTSoftware and Royalty License Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
THIS AGREEMENT between ESPRE SOLUTIONS, INC., a Nevada corporation (“Licensor”), with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano, TX 75093 and BLIDEO, INC., a Texas corporation (“Licensee”), with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano, TX 75093, is for the software and royalty license of Technology in accordance with the terms and conditions stated in this Agreement and any attachments to this Agreement. Collectively, Licensor and Licensee shall be referred to herein as the “Parties,” or singularly the “Party.”
PLEDGE AGREEMENTPledge Agreement • August 26th, 2008 • Espre Solutions Inc • Communications equipment, nec • New York
This PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2008, by and between ESPRE SOLUTIONS, INC., a Nevada corporation (“Pledgor”), and DALCOR INC., a company organized under the laws of Panama (“Secured Party”).
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
THIS AGREEMENT is entered into this 21st day of November 2006 (the “Effective Date”) between ESPRE SOLUTIONS, INC. (“Licensor”) with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano, TX 75093 and Global IP Sound Inc., a Delaware Corporation and its affiliates Global IP Sound Europe AB and Global IP Sound Asia Pacific Limited with offices at 900 Kearny Street, 5th floor, San Francisco, CA 94133 ( “ Licensee “ ), is for the software license of Technology in accordance with the terms and conditions stated in this Agreement and any attachments to this Agreement.
AMENDMENT — 1 TO INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software
This Amendment 1 to the Intellectual Property License Agreement (“Agreement”) is made between Media Distribution Solutions, LLC. (hereinafter called “MDS”) with its principal offices at 1701 Legacy Drive, Suite 2000, Frisco, TX 75034 and ESPRE Solutions, Inc., with its principal offices at 5700 West Plano Parkway, Suite 2600, Plano, TX 75093 (hereinafter called “ESPRE”).
RELEASE AGREEMENTRelease Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software
THIS RELEASE AGREEMENT is made effective this 24th day of October, 2007, by VIDEO SOFTWARE PARTNERS, LLC, a Texas limited liability company (“VSP”), in favor of ESPRE SOLUTIONS, INC., a Nevada corporation, (“Espré”).
SECURITY AGREEMENTSecurity Agreement • October 19th, 2005 • Espre Solutions Inc • Texas
THIS SECURITY AGREEMENT is entered into between ESPRE SOLUTIONS, INC., a Nevada corporation (referred to below as “Grantor”), and VIDEO SOFTWARE PARTNERS, LLC, a Texas limited liability company (referred to below as "Lender") together with the Amended Non-Negotiable Promissory Note of even date. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
JOINT VENTURE AGREEMENTJoint Venture Agreement • October 19th, 2005 • Espre Solutions Inc • Kansas
THIS AGREEMENT (the "Agreement") is made as of this March 29, 2005 (the “Effective Date”), by and between ESPRE Solutions Inc., having offices at 5700 West Plano Parkway, Suite 2600, Plano, TX 75093, ("ESPRE") and GreatTraX LLC a company duly organized and existing under the laws of Kansas, having its principal place of business at 4450 Gustafson Road, Wichita KS 67204 ("GreaTraX"). Both ESPRE and GreaTrax are hereinafter referred to as the "Joint Venturers".
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 19th, 2005 • Espre Solutions Inc
This is a Memorandum of Understanding by and between Espre Solutions, Inc. of Plano, Texas (“ESPRE”), represented in this Memorandum of Understanding by Mr. Peter Ianace, President and CEO; and StreamTrax Visual Communications Technologies, Inc., of Wichita, Kansas (“STREAMTRAX”), represented by Mr. Gary Carty, President and CEO; this 24th day of June 2005.
ESPRE SOLUTIONS, INC.Exchange of Promissory Note for Shares of Common Stock • August 26th, 2008 • Espre Solutions Inc • Communications equipment, nec
INITIAL INTEREST ACQUISITION BID AGREEMENTInitial Interest Acquisition Bid Agreement • May 13th, 2009 • Espre Solutions Inc • Communications equipment, nec
This Initial Interest Acquisition Bid Agreement (the “Agreement”) is entered into between Espre Solutions, Inc. (the “Debtor”) and Dalcor, Inc. (“Dalcor”),
ASSIGNMENTIp Transfer Agreement • February 4th, 2008 • Espre Solutions Inc • Communications equipment, nec
THIS Assignment is executed on January 18, 2008, and confirms the assignment made on December 22, 2003, by and between ESPRE Consulting, a sole proprietorship located at 5609 Wayfarer Drive, Plano, Texas 75093 (“Assignor”), to Espre Solutions, Inc. (“Assignee”), a Texas corporation with principal offices at 5700 West Plano Parkway, Suite 2600, Plano, Texas 75093 (“Assignee”) of all right, title and interest of Assignor in and to all of the intellectual property Assignor acquired from JOD Enterprises LLC on November 19, 2003, as more particularly described in that certain Software Purchase Agreement between Espre Consulting and JOD Enterprises LLC, which incorporated herein by this reference.
ESPRE SOLUTIONS, INC. 5700 West Plano Parkway, Suite 2600 Plano, Texas 75093 October 24, 2007Letter Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software
Espré Solutions, Inc. (“Espré”) and Video Software Partners, LLC “(VSP”) have reached a mutual understanding in connection with the payment of the remaining purchase price by Espré of VSP’s software products and technologies to Espré (collectively the “Intellectual Property”).
MERGER AGREEMENTMerger Agreement • February 4th, 2008 • Espre Solutions Inc • Communications equipment, nec • Florida
Agreement made as of August 30, 2004, between Espre Solutions, Inc., a Nevada corporation (“Espre”); Wireless Peripherals, Inc., a Texas corporation (“Wireless”); and Gunnar J. Korpinen, Robert Nimon and Adam Ruef (such persons, being the principal shareholders of Wireless, are herein called the “Wireless Shareholders”).
OFFICE LEASE BY AND BETWEEN ACRON KINGSPARK, L.P. AS LANDLORD AND ESPRE SOLUTIONS, INC., a Texas Corporation AS TENANTOffice Lease • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
This Office Lease (this Lease) is entered into as of September 1, 2004 (the date of this Lease), by ACRON KingsPark, L.P., an Oklahoma limited partnership (Landlord), and Espre Solutions, Inc., a Texas Corporation (Tenant).
DISTRlBUTION OF PROCEEDS AND REVENUE SHARE AGREEMENTDistribution of Proceeds and Revenue Share Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software
THIS AGREEMENT between ESPRE SOLUTIONS, INC. (“ESPRE”) with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano, TX 75093 and SureCast Media a Panama Corporation (“SureCast”), with its principal place of business at Place des Philosophes 1205 Geneva Switzerland is for the distribution of proceeds from the sale of SureCast and for a share in revenue of net receipts derived from the sale or license of the technology or derivative works.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is entered into as of this 30th day of April, 2007, by and between ESPRE SOLUTIONS, Inc., a Nevada company (“ESPRE”) with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano, TX 75093, and SURECAST MEDIA a Panama Corporation (“SureCast”), with its principal place of business at Place des Philosophes 1205 Geneva Switzerland.
SHARE ACQUISITION AGREEMENTShare Acquisition Agreement • October 19th, 2005 • Espre Solutions Inc
This is a Share Acquisition Agreement by and between Espre Solutions, Inc. of Plano, Texas (“ESPRE”), represented by Mr. Peter Ianace, President and CEO; and StreamTrax Visual Communications Technologies, Inc., of Wichita, Kansas (“STREAMTRAX”), represented by Mr. Gary Carty, President and CEO; this 17th day of September 2005.
SECURITY AGREEMENTSecurity Agreement • October 19th, 2005 • Espre Solutions Inc • Texas
THIS SECURITY AGREEMENT is entered into between ESPRE SOLUTIONS, INC., a Nevada corporation (referred to below as "Grantor"), and VIDEO SOFTWARE PARTNERS, LLC, a Texas limited liability company, (referred to below as "Lender"). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
Exhibit “1” LINE OF CREDIT LOAN AGREEMENTLine of Credit Loan Agreement • May 13th, 2009 • Espre Solutions Inc • Communications equipment, nec • Texas
THIS LINE OF CREDIT LOAN AGREEMENT dated as of the ____ day of ________, 2009, is by and between Espre Solutions, Inc. (the “Borrower”) and Dalcor, Inc., (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • August 26th, 2008 • Espre Solutions Inc • Communications equipment, nec • New York
This SECURITY AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2008, by and between ESPRE SOLUTIONS, INC., a Nevada corporation (“Grantor”), and DALCOR INC., a company organized under the laws of Panama (“Secured Party”).
SOFTWARE AND TECHNOLOGY SUB-LICENSE AGREEMENTSoftware and Technology Sub-License Agreement • January 16th, 2009 • Espre Solutions Inc • Communications equipment, nec • Texas
THIS SOFTWARE AND TECHNOLOGY SUB-LICENSE AGREEMENT ("Agreement") is entered into as of this 30th day of November, 2007, by and among MEDIA DISTRIBUTION SOLUTIONS, LLC, a Texas limited liability company ("MDS"), ESPRE SOLUTIONS, INC., a Texas corporation ("ESPRE") and ALL LINK LIVE, INC. a New York corporation ("ALL LINK LIVE").
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software
THIS INTELLECTUAL PROPERTY ASSIGNMENT (the “Assignment”) is made effective this 24th day of October, 2007, by and between VIDEO SOFTWARE PARTNERS, LLC, a Texas limited liability company (“Assignor”) and ESPRE SOLUTIONS, INC., a Nevada corporation (“Assignee”).
COLLABORATION AGREEMENTCollaboration Agreement • November 24th, 2008 • Espre Solutions Inc • Communications equipment, nec
THIS Collaboration AGREEMENT (“Agreement”) is made this 17th day of November 2008 between ESPRE Solutions, Inc. having a registered office at 5700 West Plano Parkway, Suite 2600, Plano, TX 75093 (hereinafter referred to as "ESPRE") and Alcatel-Lucent USA Inc., having an office at 600 Mountain Avenue, Murray Hill, NJ, 07974 (hereinafter referred to as "Alcatel-Lucent"). (hereinafter also collectively referred to as “the Parties” and individually as a “Party”)
November 26, 2007 Mr. Jack Hunter C/0 Peninsula Group Place des Philosophes 10 Geneva, Switzerland 1205Intellectual Property License Agreement • February 4th, 2008 • Espre Solutions Inc • Communications equipment, nec
Reference: Intellectual Property License Agreement dated 30th April, 2007 by and between SureCast Media (“SureCast”) and Espre Solutions Inc. (“Espre”), the “Agreement”
ESPRE SOLUTIONS, INC. Plano, Texas 75093 September 1, 2004Acquisition Agreement • October 19th, 2005 • Espre Solutions Inc
The following sets forth our agreement for the acquisition by ESPRE Solutions, Inc., a Nevada corporation (“ESPRE”), of all rights of Video Partners, LLC, a Texas limited liability company (“Video Partners”), in the software products and technologies identified in Exhibit A (the “Intellectual Property”) to this letter. This letter, when executed by both parties, will constitute a binding agreement between ESPRE and Video Partners.
PURCHASE AGREEMENTPurchase Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
THIS PURCHASE AGREEMENT (the “Agreement”) is made effective this 24th day of October, 2007, by and between ESPRE SOLUTIONS, INC., a Nevada corporation, with its principal offices located at 5700 West Plano Parkway, Suite 2600, Plano, Texas 75093 (“Espré”), and VIDEO SOFTWARE PARTNERS, LLC, a Texas limited liability company, with its principal offices located at 118 Main Street, Webb, Iowa 51366 (“VSP”).
Shareholder AgreementShareholder Agreement • November 8th, 2007 • Espre Solutions Inc • Services-prepackaged software • Texas
AGREEMENT made and entered into as of the 1st day of May, 2007, by and among ESPRE Solutions Inc., with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano TX 75093 (hereinafter “ESPRE”), and Knight Enterprises Ltd., with its principal place of business at c/o Equity Trust (BVI) Limited, Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands (hereinafter “KNIGHT”), Kyle Nelson [11414 Parkchester Drive, Dallas, Texas 75230] (“NELSON”) and Blideo, Inc. (the “Corporation”), hereinafter (the “Parties”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 4th, 2008 • Espre Solutions Inc • Communications equipment, nec
Agreement and Plan of Merger adopted by Candeub, Fleissig & Associates, Inc., a business corporation organized under the laws of the State of Delaware, by resolution of its Board of Directors on July 26, 2004, and adopted by Espre Solutions, Inc., a business corporation organized under the laws of Texas, by resolution of its Board of Directors on July 26, 2004. The names of the corporations planning to merge are Candeub, Fleissig & Associates, Inc., a business corporation organized under the laws of the State of Delaware and Espre Solutions, Inc., a business corporation organized under the laws of Texas. The name of the surviving corporation into which Espre Solutions, Inc., a Texas corporation, plans to merge is Candeub, Fleissig & Associates, Inc., a Delaware corporation.
SOFTWARE PURCHASE AGREEMENT RECITALSSoftware Purchase Agreement • October 19th, 2005 • Espre Solutions Inc
WHEREAS JOD Enterprises ("Seller"), whose address is P.O. Box 271151, Flower Mound, Texas 75027-1151, is the owner of the Software Product and Documentation (as defined below) containing proprietary information and trade secrets of Seller; and
