SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2015 • Hangover Joe's Holding Corp • Beverages • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 2, 2015, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the "Buyer").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 3, 2014, by and between Hangover Joes Holding Corporation, a Colorado corporation, with headquarters located at 9547 S. University #349 Highlands Ranch, CO 80126 (the "Company"), and LG Capital Funding, LLC., a New York Limited Liability Company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225(the "Buyer").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 5th, 2014, is entered into by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation (the "Company"), and Eastmore Capital, LLC, a Delaware limited liability company (the "Purchaser").
ACROSS AMERICA REAL ESTATE EXCHANGE, INC. UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATIONMerger Agreement • February 25th, 2010 • Across America Real Estate Exchange, Inc. • Land subdividers & developers (no cemeteries)
On February 24, 2010, Across America Real Estate Exchange, Inc. (“AAEX”, the “Registrant, or the “Company”), entered an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Accredited Members, Inc. (“AMI”). Pursuant to the Agreement, AMI merged with and into AAEX Acquisition Corp., a wholly owned subsidiary of AAEX and was the surviving entity in this transaction (the “Merger Transaction”). As such, upon closing the Merger Transaction AMI became a wholly-owned subsidiary of the Registrant. To effect the Merger Transaction, the Registrant acquired all of the outstanding shares of AMI by the issuance of an aggregate of 25,554,010 shares of common stock, representing approximately 89% of the outstanding common stock after the transaction. The number of AAEX common shares received by AMI’s shareholders depended on the number of number of shares each held and that were outstanding at the closing of the Merger Transaction. Additionally, upon the effective date of the transa
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM...Convertible Note • June 23rd, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • California
FOR VALUE RECEIVED, Hangover Joe’s Holding Corporation, a Colorado corporation (the "Company"), hereby promises to pay to the order of Black Mountain Equities, Inc. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 29th, 2014 • Hangover Joe's Holding Corp • Beverages • California
This Note Purchase Agreement (the "Agreement") is made as of September 3, 2014 by and between Hangover Joe's Holding Corporation a Colorado corporation with principal offices at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company") and Tangiers Investment Group, LLC, a Delaware LLC with principal offices at 501 West Broadway, Suite 800, San Diego, CA 92101 (the "Purchaser"). As used herein, the term "Parties" shall be used to refer to the Company and Purchaser jointly.
HANGOVER JOES HOLDING CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Hangover Joes Holding Corporation, a Colorado corporation, (the “Company”), its successors and assigns, and Michael Jaynes (“Executive”) effective as of December 1, 2013 ("Start Date").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 19th, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Nevada
This Agreement made and entered effective as of the 11th day of August, 2014, by and among TCA Global Credit Master Fund, LP, with an address at 19950 W. Country Club Dr., First Floor, Aventura, FL 33180 ("Assignor") and Union Capital, LLC with an address at 338 Crown Street, Brooklyn, NY 11225 ("Assignee"), and Hangover Joe's Holding Corp., a Colorado corporation ("Borrower").
ContractNote Agreement • July 16th, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
12% CONVERTIBLE NOTE Maturity date of May 21, 2014Note • June 23rd, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Texas
FOR VALUE RECEIVED, Hangover Joe's Holding Corp., a Colorado Corporation (the "Company") doing business in Highlands Ranch, CO, hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the "Holder") the principal amount of Fifty Thousand Dollars ($50,000), on demand of the Holder (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of Twelve Percent (12%) per annum (the "Interest Rate") from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; provided, that any amount of principal or interest on this Note which is not paid when due shall bear interest at such rate on the unpaid principal balance hereof plus the Default Amount (as defined in Article 7, infra) from the due date thereof until the same is paid in full. Interest shall commence accruing on the Issuance Date, shall be computed
12% CONVERTIBLE NOTE Maturity date of September 20.2014Note Agreement • April 21st, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Texas
FOR VALUE RECEIVED, Hangover Joe's Holding Corp., a Colorado Corporation (the "Company") doing business in Highlands Ranch, CO, hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the "Holder") the principal amount of Fifty Thousand Dollars ($50,000), on demand of the Holder (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of Twelve Percent (12%) per annum (the "Interest Rate") from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; provided, that any amount of principal or interest on this Note which is not paid when due shall bear interest at such rate on the unpaid principal balance hereof plus the Default Amount (as defined in Article 7, infra) from the due date thereof until the same is paid in full. Interest shall commence accruing on the Issuance Date, shall be computed
DISTRIBUTION AGREEMENTDistribution Agreement • December 19th, 2013 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
THIS AGREEMENT is entered into as of October, 1 2013, by and between Hangover Joes Products Inc., (“Supplier”) Media2u . Co. Ltd. (“Distributor”), as follows:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 15th, 2010 • Accredited Members Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This Management Services Agreement (the "Agreement") is entered into as of September 15th, 2010 (the "Effective Date"), by and between Malemark, Inc., a Colorado corporation (the "Company"), and Accredited Members Holding Corporation, a Colorado corporation ("AMHC"). The Company and AMHC are referred to collectively herein as the "Parties."
ContractAgreement • May 16th, 2011 • Accredited Members Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
**Note: Confidential Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission
10% CONVERTIBLE PROMISSORY NOTE OF HANGOVER JOE'S HOLDING CORPORATIONConvertible Note • September 29th, 2014 • Hangover Joe's Holding Corp • Beverages • California
This Note is a duly authorized Convertible Promissory Note of HANGOVER JOE'S HOLDING CORPORATION a corporation duly organized and existing under the laws of the State of Colorado (the "Company"), designated as the Company's 10% Convertible Promissory Note due September 3, 2015 ("Maturity Date") in the principal amount of $40,000 (the "Note").
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 10th, 2010 • Across America Real Estate Exchange, Inc. • Land subdividers & developers (no cemeteries)
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made by and among ACROSS AMERICA REAL ESTATE EXCHANGE, INC. (“Company”), and WESTMOUNTAIN PRIME, LLC (“Holder”), effective as of October 16, 2009.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 15th, 2010 • Accredited Members Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of July 23, 2010 by and among Accredited Members Holding Corporation, a Colorado corporation (“AMHC”), AMHC Acquisition Corp., a Colorado corporation and wholly-owned subsidiary of AMHC (“Merger Sub”), and World Wide Premium Packers, Inc., a Colorado corporation (“WWPP”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.1 hereof.
ContractAgreement • August 8th, 2011 • Accredited Members Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
**Note: Confidential Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 15th, 2010 • Accredited Members Holding Corp • Land subdividers & developers (no cemeteries)
This First Amendment to the Agreement and Plan of Reorganization (this “Amendment”), dated as of September 1, 2010, is by and among Accredited Members Holding Corporation (“AMHC”), AMHC Acquisition Corp. (“Merger Sub”) and World Wide Premium Packers, Inc. (“WWPP”), in order to amend that certain Agreement and Plan of Reorganization dated as of July 23, 2010 (the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • November 14th, 2012 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of July 25, 2012 by and among Accredited Members Holding Corporation, a Colorado corporation (“AMHC”), AMHC Merger Corp., a Colorado corporation and wholly-owned subsidiary of AMHC (“Merger Sub”), and Hangover Joe’s, Inc., a Colorado corporation (“HOJ”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.1 hereof.
WarrantWarrant Agreement • January 29th, 2007 • Across America Real Estate Exchange Inc
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.
CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2012, BUT MADE EFFECTIVE AS OF JANUARY 10, 2013, BY AND AMONG HANGOVER JOE’S HOLDING CORP AND HANGOVER JOE’S, INC. COLLECTIVELY, AS BORROWERS, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDERCredit Agreement • April 15th, 2013 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Nevada
This CREDIT AGREEMENT (this “Agreement”), dated as of December 31, 2012, but made effective as of January 10, 2013 (the “Effective Date”), is executed by and among HANGOVER JOE’S HOLDING CORP., a Colorado corporation (the “Issuing Borrower”) and HANGOVER JOE’S, INC., a Colorado corporation (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).
SETTLEMENT AGREEMENTSettlement Agreement • August 19th, 2014 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Nevada
THIS AGREEMENT (this "Agreement") is made by and between TCA GLOBAL CREDIT MASTER FUND, L.P. (the "TCA Fund"), a Cayman Islands limited partnership, on the one hand, and Hangover Joe's Holding Corp. ("Hangover Joe's Holding"), and Hangover Joe's, Inc., ("Hangover Joe's Inc.") (both entities collectively "Hangover Joe's"), and Michael Jaynes, individually ("Validity Guarantor"), on the other hand, effective as of July 31, 2014. The TCA Fund, Hangover Joe's Holding, Hangover Joe's Inc. and Validity Guarantor shall be collectively referred to hereinafter as the "Parties."
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • February 25th, 2010 • Across America Real Estate Exchange, Inc. • Land subdividers & developers (no cemeteries) • Colorado
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of February 24, 2010 by and among Across America Real Estate Exchange, Inc., a Colorado corporation (“AAEX”), AAEX Acquisition Corp., a Colorado corporation and wholly-owned subsidiary of AAEX (“Merger Sub”), and Accredited Members, Inc., a Colorado corporation (“AMI”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.1 hereof.
PURCHASE AND INDEMNIFICATION AGREEMENTPurchase and Indemnification Agreement • November 14th, 2012 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries) • Colorado
This Purchase and Indemnification Agreement (this “Agreement”) is made and entered into this 27th day of July 2012, by and among Accredited Members Acquisition Corp., a Colorado corporation (“Acquisition Corp.”), Accredited Members Holding Corporation, a Colorado corporation (“AMHC”), Hangover Joe’s, Inc., a Colorado corporation (“HOJ”), and Accredited Members, Inc., AMHC Managed Services, Inc., and World Wide Premium Packers, Inc., each a Colorado corporation (these three companies being referred to collectively as the “Subsidiaries”).
EB-5 FUNDING AGREEMENTEb-5 Funding Agreement • November 19th, 2014 • Hangover Joe's Holding Corp • Beverages
This EB-5 Funding Agreement (“Agreement”), effective as of 11,05,2014 (“Effective Date”) is entered into by and between Hangover Joe's Holding Corporation (herein referred to as the “CLIENT PROJECT”) and West Coast Capital Consulting/Grant Galloway (herein referred to as the “WCCC/GG”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2013 • Hangover Joe's Holding Corp • Land subdividers & developers (no cemeteries)
This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 15th day of February, 2013, by and between HANGOVER JOE’S HOLDING CORP., a Colorado corporation (the “Issuing Borrower”) and HANGOVER JOE’S, INC., a Colorado corporation (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).
