SECURITY AGREEMENTSecurity Agreement • January 21st, 2009 • Actiga Corp • Retail-miscellaneous retail
SECURITY AGREEMENT, dated as of January 20, 2009 (this “Agreement”), among Actiga Corporation (the “Company”) (the Company also referred to as the “Debtor”) and Alma Bailante Real Estate Inc., the holder of the ____% Notes due _______________________ ______, 20___ in the original aggregate principal amount of $1,500,000 (the “New Note”), and its endorsees, transferees and assigns (the “Secured Party”). This Security Agreement for all purposes is effective as of December 31, 2008.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 18th, 2008 • Actiga Corp • Retail-miscellaneous retail • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of December 15, 2007 (“Effective Date), by and between QMotions Inc., a California corporation (“Company”), and Dale Hutchins (“Executive”), with reference to the following recitals:
ASSET ACQUISITION AGREEMENT by and between DEAL A DAY GROUP CORP. RICH MEDIA CORP. Dated as of November 4, 2011 Page | 1Asset Acquisition Agreement • June 14th, 2012 • Deal a Day Group Corp. • Retail-miscellaneous retail • California
This ASSET ACQUISITION AGREEMENT (“Agreement”) is dated as of November 4, 2011, by and between Deal A Day Group Corp., (f.k.a. Avisio, Inc.) a Nevada corporation (“DAD Group”) and Rich Media Corp., of Daechi 4 Dong 919-33, Gangnam Gu, Seoul, Korea (“RMC”). DAD Group and RMC shall hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
ContractPrivate Placement Subscription Agreement • November 2nd, 2005 • Puppy Zone Enterprises, Inc • Nevada
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ContractAgreement and Plan of Merger • January 11th, 2008 • Actiga Corp • Retail-miscellaneous retail • California
THE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SUBSIDIARY AND AFFILIATE GUARANTEESubsidiary and Affiliate Guarantee • January 21st, 2009 • Actiga Corp • Retail-miscellaneous retail • Nevada
SUBSIDIARY AND AFFILIATE GUARANTEE, dated as of January 13, 2009, made by and between QMotions, Inc. a California corporation and Aptus Games, a Delaware corporation, (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of Alma Bailante Real Estate Inc. (the “Lender”) to that certain Conversion Agreement, dated as of the date hereof, between Actiga Corporation, a Nevada corporation with its principal business address at 871 Marlborough Avenue, Suite 100 Riverside, CA (the “Company”) and the Lender.
THE PUPPY ZONE FRANCHISE AGREEMENTFranchise Agreement • November 2nd, 2005 • Puppy Zone Enterprises, Inc • British Columbia
Puppy Zone Enterprises, Inc. has developed unique methods, documents, marketing, training and systems (the “System”) for the development, opening and operating of a distinctive dog day care, do it yourself dog wash, dog groomer, dog training and retail facility.
12% NOTE WITH AN OPTION TO CONVERT DUE APRIL 15, 2009Actiga Corp • April 18th, 2008 • Retail-miscellaneous retail • New York
THIS 12% UNSECURED NOTE WITH AN OPTION TO CONVERT is one of a series (the “Series”) of duly authorized and issued 12% unsecured notes with an option to convert (this note, the “Note” and collectively with the other notes in the Series, the “Notes”) in the aggregate maximum principal amount for all Notes in this Series (“the Series”) of up to One Million Dollars ($1,000,000) of Actiga Corporation, a Nevada corporation, having a principal place of business at 871 Marlborough Avenue, Suite 100, Riverside CA 92507 (the “Company”). The Notes may be issued in any increment and the issuance thereof are not subject to the receipt by the Company of any minimum amount of financing being secured. The Notes are an unsecured obligation of the Company. The Notes are designated as the 12% unsecured Notes with an option to convert, due April 15, 2009.
CONVERSION AGREEMENTConversion Agreement • January 21st, 2009 • Actiga Corp • Retail-miscellaneous retail • New York
THIS CONVERSION AGREEMENT, dated as of January 20, 2009, (the “Agreement”) is entered into by and among Actiga Corporation, a Nevada corporation with headquarters located at 871 Marlborough Avenue, Suite 100, Riverside, CA (the “Company”), and Alma Bailante Real Estate Inc. (the “Lender”). The Conversion Agreement is effective for all purposes as of December 31, 2008.
ASSUMPTION AGREEMENT OF ACTIGA CORPORATION (the “Company”)Assumption Agreement • January 18th, 2008 • Actiga Corp • Retail-miscellaneous retail
Upon the effectiveness of the merger between QMotions and QMotions Acquisition Corp., Actiga Corporation shall assume all of QMotions’ obligations under each of (i) the employment agreement dated December 15, 2007 by and among Dale Hutchins and QMotions; (ii) the employment agreement dated December 15, 2007 by and among Amro Albanna and QMotions; attached hereto as Exhibits A and B, respectively.
XBOX 360 ACCESSORY LICENSE AGREEMENT360 Accessory License Agreement • August 15th, 2008 • Actiga Corp • Retail-miscellaneous retail • Washington
This Xbox 360 Accessory License Agreement (the “Agreement”) is made and entered into as of the later of the two signature dates below (the “Effective Date”) by and between Qmotions, Inc. (“Company”), a California corporation, respectively, with its principal place of business at 871 Marlborough Avenue, Riverside, CA 92507, and Microsoft Corporation, a Washington, U.S.A. corporation with its principal place of business at One Microsoft Way, Redmond, Washington 98052 (“Microsoft”).
ACTIGA CORPORATION INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 18th, 2008 • Actiga Corp • Retail-miscellaneous retail
ContractShare Exchange Agreement • December 31st, 2007 • Puppy Zone Enterprises, Inc • Retail-miscellaneous retail • California
THE SECURITIES TO WHICH THIS SHARE EXCHANGE AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ASSIGNMENT OF DEBTAssignment of Debt • January 18th, 2008 • Actiga Corp • Retail-miscellaneous retail
ContractActiga Corp • January 18th, 2008 • Retail-miscellaneous retail • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
UNSECURED PROMISSORY NOTEPromissory Note • April 18th, 2008 • Actiga Corp • Retail-miscellaneous retail • California
FOR VALUE RECEIVED, the undersigned, ACTIGA CORPORATION, a Nevada corporation (together with its successors and assigns, the "Borrower"), hereby promises to pay to the order of lender, a _______ corporation (together with its successors and assigns, the "Lender"), at the Lender's offices at _______ (or such other place as the Lender may designate in writing to the Borrower), the aggregate principal sum of two hundred thousand ($200,000.00), with interest, upon the terms and subject to the conditions of this unsecured promissory note (the "Note") as set forth below. The Lender and Borrower collectively shall be referred to as the “Parties.”
ASSIGNMENT OF DEBTAssignment of Debt • January 18th, 2008 • Actiga Corp • Retail-miscellaneous retail
ContractPuppy Zone Enterprises, Inc • November 2nd, 2005 • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
SECURITY INTEREST AND PLEDGE AGREEMENTSecurity Interest and Pledge Agreement • January 21st, 2009 • Actiga Corp • Retail-miscellaneous retail • Nevada
SECURITY INTEREST AND PLEDGE AGREEMENT (“Pledge Agreement”) dated as of January 20, 2009, by and among Alma Bailante Real Estate Inc. located at ____________ (“Secured Party”), and Actiga Corporation, a Nevada corporation having its principal executive offices at 871 Marlborough Avenue, Suite 100, Riverside, CA (the “Company” or the “Debtor”), and the Albanna Family Trust (“Pledgor”). This Pledge Agreement, for all purposes, shall be effective as of December 31, 2008.
ACTIGA CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • April 18th, 2008 • Actiga Corp • Retail-miscellaneous retail • New York
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of a 12% unsecured note with an option to convert (the “Note”) of Actiga Corporation, a Nevada corporation (“Actiga” or the “Company”). The Note in the amount of $_____is convertible into shares of common stock of Actiga, par value $0.001 per share (“Common Stock”). The Notes and the Common Stock underlying the Notes (the “Underlying Shares”) are sometimes referred to as the “Securities”.
