WARRANTWarrant Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • New York
WITNESSETH:Employment Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • Connecticut
WITNESSETH:Employment Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • Connecticut
WITNESSETH:Employment Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • Connecticut
EXHIBIT 2.2 ----------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • New York
EXHIBIT 10.1 ------------ PLEASE PRINT: NAME OF SUBSCRIBER: ____________________________________ SUBSCRIPTION AMOUNT: __________ UNITS PRICE PER UNIT: $3.40 AGGREGATE PURCHASE PRICE: $________________ SUBSCRIPTION AGREEMENT ---------------------- This...Subscription Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • New York
RECITALSRegistration Rights Agreement • November 20th, 2007 • RedRoller Holdings, Inc. • Services-racing, including track operation • New York
WARRANTSecurity Agreement • November 20th, 2007 • RedRoller Holdings, Inc. • Services-racing, including track operation • New York
EXHIBIT 10.3 ------------ LOCK-UP LETTER AGREEMENT To the Purchasers of RedRoller Holdings, Inc's Common Stock Pursuant to that certain Subscription Agreement attached as Exhibit A to Confidential Private Placement Memorandum, dated October 17, 2007...Lock-Up Letter Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation
To the Purchasers of RedRoller Holdings, Inc's Common Stock Pursuant to that certain Subscription Agreement attached as Exhibit A to Confidential Private Placement Memorandum, dated October 17, 2007
EXHIBIT 10.3 ------------ PLEASE PRINT: NAME OF SUBSCRIBER: ____________________________________ SUBSCRIPTION AMOUNT: __________ UNITS PRICE PER UNIT: $3.40 AGGREGATE PURCHASE PRICE: $________________ SUBSCRIPTION AGREEMENT ---------------------- This...Subscription Agreement • November 20th, 2007 • RedRoller Holdings, Inc. • Services-racing, including track operation • New York
BURNHAM HILL PARTNERS A DIVISION OF PALI CAPITAL INC.Financial Advisory Agreement • April 29th, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • New York
This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill Partners (“BHP”), a division of Pali Capital, Inc., by RedRoller Holdings, Inc. (the “Company”) to act (i) as its exclusive financial advisor in connection with a strategic transaction, which may include a merger or acquisition, partnership or strategic alliance in which funds are invested or similar type transaction (a "Strategic Transaction") and (ii) as exclusive placement agent in connection with any equity or debt financing through a transaction or transactions exempt from registration under the Securities Act of 1933, as amended and in compliance with the applicable securities laws and regulations or a registered direct offering pursuant to an effective registration statement filed with the Securities Exchange Commission. (a “Financing”).
MERGER AGREEMENTMerger Agreement • April 29th, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • Delaware
THIS MERGER AGREEMENT (this “Agreement”) is entered into as of the 11th day of March, 2005, by and among Mark A. Taylor, an individual residing at 48265 Nine Mile Road Northville, Michigan 48167 (“Shareholder”), Taylor Systems Engineering Corporation, a Michigan corporation with its principal place of business at 40800 Five Mile Road, Plymouth, Michigan 48170 (the “Company”), RedRoller, Inc., a Delaware corporation with its principal place of business at 50 Day Street, South Norwalk, CT 06854 (“Buyer”), and RedRoller Merger Sub, Inc., a Michigan corporation and wholly owned subsidiary of Buyer (“Merger Sub”) with its principal place of business at 50 Day Street, South Norwalk, CT 06845. Shareholder, the Company, Buyer and Merger Sub are sometimes referred to herein collectively as the “Parties,” and each individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of March 17, 2008, by and between RedRoller Holdings, Inc., a Delaware corporation (the “Company”), and Michael T. Tribolet (“Executive” and, together with the Company, the “Parties”).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • April 29th, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • Delaware
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) is entered into as of the 15th day of December, 2005, by and among Mark A. Taylor, an individual residing at 48265 Nine Mile Road Northville, Michigan 48167 (“Shareholder”), Taylor Systems Engineering Corporation, a Michigan corporation with its principal place of business at 40800 Five Mile Road, Plymouth, Michigan 48170 (the “Company”), RedRoller, Inc., a Delaware corporation with its principal place of business at 50 Day Street, South Norwalk, CT 06854 (“Buyer”), and RedRoller Merger Sub, Inc., a Michigan corporation and wholly owned subsidiary of Buyer with its principal place of business at 50 Day Street, South Norwalk, CT 06845 (“Merger Sub”). Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Merger Agreement.
EXHIBIT 10.14 ------------- PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • New York
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • October 29th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • Nevada
This AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of October 22, 2007, is made and entered into by and between RedRoller Corp., a Nevada corporation ("Parent") and RedRoller Holdings, Inc., a Delaware corporation ("Subsidiary").
Web Site Design Project Contract dated November 10, 2005 BETWEEN: Aslahan Enterprises Ltd. Suite 123-2498 West 41st Ave. Vancouver, British Columbia Canada, V6M 2A7 (the "Client") AND: Randy Liu (the "Contractor")Web Site Design Project Contract • May 11th, 2006 • Aslahan Enterprises Ltd.
EXHIBIT 10.6 ------------ DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT This Director and Executive Officer Indemnification Agreement (the "Agreement") is made effective as of November 13, 2007, by and between RedRoller Holdings, Inc., a...Director and Executive Officer Indemnification Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • Delaware
EXHIBIT 10.4 ------------ SPLIT-OFF AGREEMENT SPLIT-OFF AGREEMENT, dated as of November __, 2007 (this "Agreement"), by and among RedRoller Holdings, Inc. (formerly known as Aslahan Enterprises Ltd.), a Delaware corporation ("Seller"), Tina Sangha...Split-Off Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • New York
EXHIBIT 10.17 ------------- PLEASE PRINT: NAME OF SUBSCRIBER: ____________________________________ SUBSCRIPTION AMOUNT: __________ UNITS PRICE PER UNIT: $3.40 AGGREGATE PURCHASE PRICE: $________________ SUBSCRIPTION AGREEMENT This Subscription...Subscription Agreement • November 13th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • New York
