AGREEMENT AND PLAN OF MERGERMerger Agreement • December 19th, 2006 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 26, 2006, by and among Pure Vanilla eXchange, Inc., a Nevada corporation, with headquarters located at 805 Third Avenue, New York, New York 10022 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN PURE VANILLA EXCHANGE, INC. AND BRITTANY CAPITAL MANAGEMENT LTD.Private Equity Credit Agreement • July 19th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
THIS PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 26th day of June, 2007 (this “AGREEMENT”), by and between BRITTANY CAPITAL MANAGEMENT LTD., a corporation organized and existing under the laws of the Bahamas (“INVESTOR”), and Pure Vanilla eXchange, Inc., a corporation organized and existing under the laws of the State of Nevada (the “COMPANY”).
SECURITY AGREEMENTSecurity Agreement • January 3rd, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of December 26, 2006 (this "Agreement") made by Pure Vanilla eXchange, Inc., a Nevada corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company the "Grantors"), in favor of Gottbetter Capital Master, Ltd., a Nevada limited liability company (the "Buyer").
GUARANTYGuaranty • January 3rd, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
GUARANTY, dated as of December 26, 2006 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of GOTTBETTER CAPITAL MASTER, LTD., a company organized under the laws of the Cayman Islands (the "Investor") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
LOAN AGREEMENTLoan Agreement • April 6th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
Loan Agreement (“Agreement”) dated as of March 30, 2007 between Pure Vanilla eXchange, Inc., a Nevada corporation (the “Company”), and George W. Bennedict (the “Lender”).
EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
This Registration Rights Agreement ("Agreement"), dated as of June 26, 2007, is made by and between PURE VANILLA EXCHANGE, INC., a Nevada corporation ("Company"), and BRITTANY CAPITAL MANAGEMENT LTD., a Bahamian corporation (the "Investor").
US MERCHANT SYSTEMS MULTI-LOCATION PRIMARY MERCHANT AGREEMENTMulti-Location Primary Merchant Agreement • April 17th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • California
This Agreement is entered into between US MERCHANT SYSTEMS, LLC. (“USMS”), of 3125 Skyway, Fremont, California 94539 (USMS), and NIMBLE GROUP, INC., located at 805 3rd Avenue, 15th Floor, New York, New York 10022, herein known as “Client.”
Services Agreement between Nimble Group, Inc. and Pure Vanilla eXchange, Inc. SERVICES AGREEMENTServices Agreement • May 26th, 2006 • Pure Vanilla Exchange Inc • New York
WHEREAS NIMBLE is a corporation that provides payment processing services and technology and has licensed its technology to PV for a specific field of use. To support the start-up of PV and a successful deployment of NIMBLE’s technology by PV, NIMBLE has agreed to provide PV with management resources (including personnel) and space,
ContractPromissory Note • April 6th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED BECAUSE OF AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
Agreement and Plan of Merger among Pure Vanilla eXchange, Inc. (“Old Pure Vanilla”), NVS Entertainment, Inc. and NVS Acquisition Corp.Merger Agreement • May 26th, 2006 • Pure Vanilla Exchange Inc • Nevada
This Agreement and Plan of Merger (this "Agreement") is entered into as of March 9, 2006 by and among NVS Entertainment, Inc., a Nevada corporation ("NVS"), NVS Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of NVS ("Acquisition Subsidiary"), and Pure Vanilla eXchange, Inc., a Nevada corporation ("PVx"). NVS, Acquisition Subsidiary and PVx are referred to collectively herein as the "Parties."
Consulting Agreement by and between Pure Vanilla eXchange, Inc. and NG Outsourcing, Inc. CONSULTING AGREEMENTConsulting Agreement • May 26th, 2006 • Pure Vanilla Exchange Inc • New York
This Agreement is made by and between NG Outsourcing, Inc., a New York corporation; having an address at 95 Worth St, Suite 15A, New York, NY 10013, ("Consultant") and Pure Vanilla Exchange, Inc., a Nevada corporation (the “Company”).
Consulting Agreement by and between Pure Vanilla eXchange, Inc. and CDJP Holdings Corp CONSULTING AGREEMENTConsulting Agreement • May 26th, 2006 • Pure Vanilla Exchange Inc • New York
This Agreement is made by and between CDJP Holdings Corp., 20821 Dearborn, Chatsworth, CA 91311 ("Consultant") and Pure Vanilla eXchange, Inc. ("PVx"), a Nevada corporation with its principal offices located at 144 E. 44th Street, New York, NY 10017
LOAN AGREEMENTLoan Agreement • April 6th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
Loan Agreement (“Agreement”) dated as of March 30, 2007 between Pure Vanilla eXchange, Inc., a Nevada corporation (the “Company”), and Jed Schutz (the “Lender”).
LOAN AGREEMENTLoan Agreement • March 5th, 2007 • Pure Vanilla Exchange Inc • Services-business services, nec • New York
Loan Agreement ("Agreement") dated as of February 28, 2007 between Pure Vanilla Exchange, Inc., a Nevada corporation (the "Company"), and Jed schutz (the "Lender"). Undefined terms contained herein shall have the meaning ascribed to them in the Note.
Software License and Services Agreement between Nimble Group, Inc. and Pure Vanilla eXchange, Inc. SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • May 26th, 2006 • Pure Vanilla Exchange Inc • New York
This Software License and Services Agreement (“Agreement”) is made as of January 10, 2006 (“Effective Date”) between Nimble Group, Inc., a Delaware corporation having its principal place of business at 14 E. 44th Street, New York, NY 10017 (“Nimble”), and Pure Vanilla Exchange, Inc. a Nevada corporation having its principal place of business at 14 E. 44th Street, New York, NY 10017 (“Licensee”)
