WARRANT TO PURCHASE SHARES OF COMMON STOCK OF KACHING KACHING, INC.Warrant Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
The number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised _______________________ (“Y”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December __, 2010, by and among KaChing KaChing, Inc., a Delaware corporation (the “Company”), and the buyers listed on Schedule I hereto (the “Buyers”).
ContractWarrant Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
EMPLOYMENT AGREEMENT KaChing KaChing, Inc.Employment Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • Nevada
This EMPLOYMENT AGREEMENT (this Agreement) is entered into as of April 22, 2010 (the Effective Date) by and between KaChing KaChing, Inc. a Delaware corporation (the Company), and Mark V. Noffke (the Executive) under the following terms and conditions:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December __, 2010, by and among KaChing KaChing, Inc., a Delaware corporation, with principal offices located at 750 Coronado Center Drive, Suite 120, Henderson, Nevada 89052 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto and named on each executed counterpart of a signature page hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
METALLIFEROUS MINERALS LEASE FORMMineral Lease • March 27th, 2009 • Boxwoods, Inc • Blank checks • Utah
THIS MINING LEASE AND AGREEMENT (the “Lease”) is entered into and is effective as of MARCH 1, 2007, by and between the STATE OF UTAH, acting by and through the SCHOOL AND INSTITUTIONAL TRUST LANDS ADMINISTRATION, 675 East 500 South, Suite 500, Salt Lake City, Utah 84102 (“Lessor”), and
SECURITY AGREEMENTSecurity Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of April 23, 2010 among KACHING KACHING, INC., a Delaware corporation (the “Company” and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
AMENDED AND RESTATED SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED SHAREHOLDER PLEDGE AGREEMENT, made as of this ____ day of December, 2010 (this “Agreement”), is between [__________________________] (the “Pledgor”), and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
ContractConvertible Promissory Note • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
KACHING KACHING, INC. & BEYOND COMMERCE, INC. MASTER LICENSE AGREEMENTMaster License Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks
This MASTER LICENSE AGREEMENT (“Agreement”) is made this 21st day of October _, 2009, by and between Beyond Commerce, Inc., a Nevada corporation (“Company”) and Kaching Kaching, Inc., a Nevada corporation (“Kaching Kaching”), with reference to the following recitals.
SUBLEASE AGREEMENTSublease Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • Nevada
This Sublease Agreement (“Sublease”) is made effective as of November 1, 2009, by and Between Beyond Commerce, Inc(“Tenant”), and KaChing KaChing, Inc (“Subtenant”). Tenant has previously entered into a lease agreement with Sansone Pecos I-215 II, LLC,a Nevada limited-liability company(“ Landlord”) dated December 28, 2007 (the “Prime Lease”), a copy of which is attached as an exhibit to this Sublease. Tenant now desires to sublet the leased property to Subtenant and Subtenant desires to sublet the leased property from Tenant. Therefore, the parties agree as follows:
AMENDED AND RESTATED SHAREHOLDER GUARANTYShareholder Guaranty • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED SHAREHOLDER GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ___ day of December, 2010 by BEYOND COMMERCE, INC., a Nevada corporation (the “Guarantor”), in favor of HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Original Purchase Agreement defined below (together with their successors and assigns, the “Original Buyers”).
STOCK OPTION AGREEMENTStock Option Agreement • July 22nd, 2010 • Kaching Kaching, Inc. • Blank checks • Nevada
THIS STOCK OPTION AGREEMENT (“Agreement”) is made effective as of April 22, 2010 (the “Effective Date”), by and between KaChing KaChing, Inc., a Delaware corporation (the “Company”), and Robert J. McNulty (the “Optionee”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in or Section 13 of this Agreement or the Employment Agreement (as defined below).
INDEPENDENT STORE OWNER INCENTIVE AGREEMENTIndependent Store Owner Incentive Agreement • November 18th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • Nevada
DATE: November __, 2010 PARTIES: PATRICK WELSH (the “Independent Store Owner” or “ISO”) KACHING KACHING, Inc., a corporation created under the laws of the state of Delaware (the “Company”)
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
The undersigned is a director, officer, employee or, excluding any Buyers (as such term is defined below), owner of 5% or more of certain shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of KaChing KaChing, Inc., a Delaware corporation (the “Company”). The undersigned understands that the Company has entered into a securities purchase agreement dated the date hereof (the “Purchase Agreement”) between the Company and the buyers set forth therein (the “Buyers”). Pursuant to the Purchase Agreement, the Company will issue to the Buyers the Notes (as defined in the Purchase Agreement) and shall also issue the Warrants (as defined in the Purchase Agreement). The issuance of the Notes and Warrants by the Company to the Buyer is referred to herein as the “Funding Transaction”. The undersigned understands that the Company and the Buyers will proceed with the Funding Transaction in reliance on this Letter Ag
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 27th, 2009 • Boxwoods, Inc • Blank checks • Oklahoma
THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is entered into as of this 16th day of March, 2009, by and between Premere Resources Corporation, a Wyoming corporation having its principal place of business 7463 S. 227th East Avenue, Broken Arrow, Oklahoma 74014 and referred herein as “SELLER” and Duke Mining Company, Inc.,, a Texas corporation, ,having its principal place of business at 3001 Knox Street Suite 401 Dallas, Tx_75205 and referred herein as “BUYER”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 18, 2010 between KACHING KACHING, INC., a Delaware corporation (the “Company”), and HARBORVIEW [VALUE] MASTER FUND, L.P. (the “Lender”).
AGREEMENTLegal Fees Agreement • May 5th, 2006 • Somebox, Inc. • Services-computer programming, data processing, etc.
AGREEMENT dated this 9th day of February 2006, by and between SOMEBOX, Inc. (hereinafter “SOMEBOX”), a Delaware Corporation, with offices located at54 Ludlow Street, 4th Floor, New York, New York 10022, Jeremy Seitz, President of SOMEBOX and Gary B. Wolff, P.C., counsel to SOMEBOX, with offices located at 805 Third Avenue, New York, New York.
AGREEMENTLegal Services Agreement • March 1st, 2006 • Somebox, Inc. • Services-computer programming, data processing, etc.
AGREEMENT dated this 22nd day of May 2005, by and between SOMEBOX, Inc. (hereinafter “SOMEBOX”), a Delaware Corporation, with offices located at54 Ludlow Street, 4th Floor, New York, New York 10022, Jeremy Seitz, President of SOMEBOX and Gary B. Wolff, P.C., counsel to SOMEBOX, with offices located at 805 Third Avenue, New York, New York.
OPTION AND EMPLOYMENT AGREEMENT CORRECTION AGREEMENTOption and Employment Agreement Correction Agreement • January 18th, 2011 • Kaching Kaching, Inc. • Services-business services, nec
This Option and Employment Agreement Correction Agreement (the “Agreement”) is entered into this 14th day of January 2011, by and between KaChing KaChing, Inc., a Delaware corporation (the “Corporation”), and Robert J. McNulty (hereinafter, “Executive,” and together with the Company, the “Parties”).
AGREEMENTCompensation Deferral Agreement • March 1st, 2006 • Somebox, Inc. • Services-computer programming, data processing, etc.
AGREEMENT dated this 22nd day of May 2005, by and between Somebox, Inc. (hereinafter “SOMEBOX”), a Delaware Corporation, with offices located at 54 Ludlow Street, 4th Floor, New York, New York 10002 and Jeremy Seitz, President of SOMEBOX.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 29th, 2009 • Duke Mining Company, Inc. • Blank checks • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of this 23rd day of October, 2009, by and among Southwest Resources, Inc., a Delaware company with a principal address of 3001 Knox Street, Suite 403, Dallas, Texas 75205 (“Assignee”), and Duke Mining Company, a Delaware company with a principal address of 850 Third Avenue, Suite 1801, New York, NY 10022 (“Assignor”).
AGREEMENTCompensation Deferral Agreement • May 5th, 2006 • Somebox, Inc. • Services-computer programming, data processing, etc.
AGREEMENT dated this 9th day of February 2006, by and between Somebox, Inc. (hereinafter “SOMEBOX”), a Delaware Corporation, with offices located at 54 Ludlow Street, 4th Floor, New York, New York 10002 and Jeremy Seitz, President of SOMEBOX.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 18th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • Nevada
AGREEMENT, dated as of November __, 2010 among KACHING KACHING, Inc., a Delaware corporation with offices at 750 Coronado Center Drive, Suite 120, Henderson, NV 89052 (the “Purchaser”) and SHOP TO EARTH, Inc., a Nevada corporation with offices at 8880 West Sunset Road, Third Floor, Las Vegas, NV 89148 (the "Seller”) (each, a “Party” and, collectively, the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2010 • Kaching Kaching, Inc. • Blank checks
This Amendment (the “Amendment”) is made as of this 14th day of May 2010, to that certain Employment Agreement, effective as of April 22, 2010 (the “Employment Agreement”), by and between KaChing KaChing, Inc., a Delaware corporation (the “Company”), and Robert J. McNulty (hereinafter, “Executive,” and collectively with the Company, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 7th, 2010 • Kaching Kaching, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December __, 2010 among KACHING KACHING, INC., a Delaware corporation (the “Company” and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
OPTION AND EMPLOYMENT AGREEMENT CORRECTION AGREEMENTOption and Employment Agreement Correction Agreement • January 18th, 2011 • Kaching Kaching, Inc. • Services-business services, nec
This Option and Employment Agreement Correction Agreement (the “Agreement”) is entered into this 14th day of January 2011, by and between KaChing KaChing, Inc., a Delaware corporation (the “Corporation”), and Mark Noffke (hereinafter, “Executive,” and together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) is entered into as of April 22, 2010, among DUKE MINING COMPANY, INC., a Delaware corporation (“BUYER”), and KACHING KACHING, INC., a Nevada corporation (“TARGET”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 29th, 2009 • Duke Mining Company, Inc. • Blank checks • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of this 23rd day of October, 2009, by and among Southwest Resources, Inc., a Delaware company with a principal address of 3001 Knox Street, Suite 403, Dallas, Texas 75205 (“Buyer”), and Duke Mining Company, a Delaware company with a principal address of 850 Third Avenue, Suite 1801, New York, NY 10022 (“Seller”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 29th, 2009 • Duke Mining Company, Inc. • Blank checks • Delaware
This CONSULTING SERVICES AGREEMENT (this “Agreement”) entered into as of this __ day of October, 2009, by and among Southwest Resources, Inc., a Delaware company with a principal address of 3001 Knox Street, Suite 403, Dallas, Texas 75205 (the “Company”), and Duke Mining Company, a Delaware company with a principal address of 850 Third Avenue, Suite 1801, Delaware, NY 10022 (“Consultant”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 27th, 2009 • Boxwoods, Inc • Blank checks • New York
This Share Exchange Agreement (the “Agreement”) dated as of the 26th day of March 2009, by and among Harborview Master Fund, L.P. (“Harborview”), Boxwoods, Inc., a Delaware corporation (the “Company”), and Duke Mining Acquisition LLC a Texas Limited Liability Company (“Duke Acquisition”), the sole owner of 100% of the issued and outstanding capital stock of its wholly owned subsidiary Duke Mining Company, Inc., a Texas C corporation (“Duke Mining”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2010 • Kaching Kaching, Inc. • Blank checks
This Amendment (the “Amendment”) is made as of this 14th day of May 2010, to that certain Employment Agreement, effective as of April 22, 2010 (the “Employment Agreement”), by and between KaChing KaChing, Inc., a Delaware corporation (the “Company”), and Mark V. Noffke (hereinafter, “Executive,” and collectively with the Company, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
