REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2010 • City Language Exchange Inc • Services-educational services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2010 among Game Trading Technologies, Inc. (formerly City Language Exchange Incorporated), a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
2,000,000 Units GAME TRADING TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2011 • Game Trading Technologies, Inc. • Services-educational services • California
Game Trading Technologies Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters set forth on Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 2,000,000 units, each unit consisting of one (1) share of common stock, par value $.001 per share (the “Common Stock”), or 2,000,000 shares in the aggregate, and 0.5 of a warrant to purchase one (1) share of Common Stock, or 1,000,000 warrants in the aggregate (the “Firm Warrants”), of the Company (each, a “Firm Unit” and collectively, the “Firm Units”). The Company has granted to the Underwriters an option to purchase up to an 300,000 units (each, an “Additional Unit” and collectively, the “Additional Units”), with each Additional Unit consisting of one (1) share of Common Stock and 0.5 of a warrant to purchase one (1) share of Common Stock (the “Additional Warran
ContractEmployment Agreement • October 1st, 2010 • Game Trading Technologies, Inc. • Services-educational services • Maryland
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 26th, 2010 • City Language Exchange Inc • Services-educational services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 25, 2010, by and among Game Trading Technologies, Inc. (formerly City Language Exchange, Incorporated), a Delaware corporation with headquarters located at 10957 McCormick Road, Hunt Valley, Maryland 21031 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractGame Trading Technologies, Inc. • October 1st, 2010 • Services-educational services
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
A SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 16th, 2011 • Game Trading Technologies, Inc. • Retail-computer & computer software stores • Maryland
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") is made as of May 12, 2011, by GAME TRADING TECHNOLOGIES, INC. and GAMERS FACTORY, INCORPORATED (the "Borrower"), and BANK OF AMERICA, N.A., a national banking association (the "Lender").
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 3rd, 2011 • Game Trading Technologies, Inc. • Services-educational services • Maryland
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as of the 28th day of January, 2011, by GAME TRADING TECHNOLOGIES, INC. and GAMERS FACTORY, INCORPORATED (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).
WARRANT AGREEMENTWarrant Agreement • February 4th, 2011 • Game Trading Technologies, Inc. • Services-educational services • New York
WARRANT AGREEMENT made as of _________ __, 2011 (“Issuance Date”), between Game Trading Technologies, Inc., a Delaware corporation, with offices at 10957 McCormick Road, Hunt Valley, MD 21031 (“Company”), and Island Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg, FL 33701 (“Warrant Agent”).
PERFORMANCE MILESTONE SHARES ESCROW AGREEMENTPerformance Milestone Shares Escrow Agreement • March 2nd, 2010 • City Language Exchange Inc • Services-educational services • New York
THIS PERFORMANCE MILESTONE SHARES ESCROW AGREEMENT (this “Escrow Agreement”) is made as of the 25th day of February 2010, among Game Trading Technologies, Inc. (formerly City Language Exchange, Incorporated), a Delaware corporation (“Parent”), Vision Capital Advisors, LLC on behalf of the Buyers identified in the Securities Purchase Agreement, Greenberg Traurig, LLP, as escrow agent (“Escrow Agent”), and Todd Hays, Rodney Hillman, John Hays, Jr., Thomas Hays and Evolution Advisors, LLC (collectively, the “Management Stockholders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2008 • City Language Exchange Inc • Services-educational services • New York
STOCK PURCHASE AGREEMENT, dated as of _________, 2008 (the "Agreement"), by and between Jonathan White (“White”), residing at 2396 The Woods Lane, Lexington, Kentucky 40502, and Vision Opportunity China LP (“Vision”), a Guernsey registered limited partnership with its principal office located at Sarnia House, Suites 13 and 15, Le Truchot, St Peter Port, Guernsey GY1 4NA.
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • September 2nd, 2011 • Game Trading Technologies, Inc. • Retail-computer & computer software stores • Maryland
This Employment Separation Agreement (this "Agreement") is made this 29th day of August, 2011 (the "Effective Date") by and between GAME TRADING TECHNOLOGIES, INC., with offices at 10957 McCormick Road, Hunt Valley, Maryland 21031 (the "Company") and RICHARD J. LEIMBACH ("Employee").
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 29th, 2010 • Game Trading Technologies, Inc. • Services-educational services • Maryland
This Amended and Restated Loan Agreement (this “Agreement”) dated as of November 23, 2010, is between Bank of America, N.A. (the “Bank”) and Game Trading Technologies, Inc. and Gamers Factory, Incorporated (collectively, the “Borrower”).
ContractGame Trading Technologies, Inc. • June 23rd, 2010 • Services-educational services • Texas
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDED AND RESTATED SECURITY AGREEMENT (Multiple Use)Security Agreement • November 29th, 2010 • Game Trading Technologies, Inc. • Services-educational services • Maryland
This Amended and Restated Security Agreement amends and restates, is intended as a replacement of, and is in substitution for, that certain Security Agreement (Multiple Use) executed by Gamers Factory, Incorporated in favor of Bank of America, N.A. and dated as of May 4, 2010 (the “Original Security Agreement”) and is not intended to be a novation of the Original Security Agreement or any of the obligations secured thereby.
SECURITIES EXCHANGE AGREEMENT among CITY LANGUAGE EXCHANGE INCORPORATED and GAMERS FACTORY, INC. and, for certain limited purposes, its stockholders February 25, 2010Securities Exchange Agreement • February 26th, 2010 • City Language Exchange Inc • Services-educational services • Maryland
THIS SECURITIES EXCHANGE AGREEMENT is made and entered into as of February 25, 2010, by and among CITY LANGUAGE EXCHANGE, INCORPORATED, a Delaware corporation (“Parent”), on the one hand, and GAMERS FACTORY, INC., a Maryland corporation (the “Company”), and the stockholders of the Company whose names appear on the signature pages hereof (the “Stockholders”) solely for the purpose of agreeing with respect to himself, herself or itself to Sections 1, 4, 6, 7, 8 and 10 hereof, on the other hand.
2,000,000 Shares GAME TRADING TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2010 • Game Trading Technologies, Inc. • Services-educational services • California
Game Trading Technologies Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters set forth on Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 2,000,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $.001 per share (the “Common Stock”), of the Company. The Company has granted to the Underwriters an option to purchase up to an aggregate of 300,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and the Additional Shares are collectively referred to as the “Shares.”
