Zeezoo Software Corp. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 25th, 2015 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 19, 2015, by and between ENHANCE SKIN PRODUCTS INC., a Nevada corporation, with headquarters located at 50 West Liberty Street - Suite 880, Reno, NV 89501 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2010 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 29, 2010, by and between ENHANCE SKIN PRODUCTS INC., a Nevada corporation, (the "Company"), and CRISNIC FUND SA, a Costa Rican Investment corporation (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in Indirect Primary Offering Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

CONSULTING AGREEMENT.
Consulting Agreement • March 19th, 2013 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

AND WHEREAS the parties hereto wish to confirm the terms and conditions relating to the Consultant’s engagement with the Corporation and certain rights and benefits of the Principal;

AMENDMENT NO. 4 TO CONSULTING AGREEMENT B E T W E E N: SAMUEL ASCULAI of the City of Toronto in the Province of Ontario (hereinafter referred to as the “Principal”) - and – BIOSTRATEGIES CONSULTING GROUP INC. a corporation incorporated pursuant to the...
Consulting Agreement • October 5th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation, Consultant and Principal are parties to a Consulting Agreement made effective March 5, 2013, Amendment No 1 to Consulting Agreement dated March 3, 2014, Amendment No 2 to Consulting Agreement effective August 1, 2015 and Amendment No 3 to Consulting Agreement effective March 21, 2016 (collectively the “Consulting Agreement”);

ENHANCE SKIN PRODUCTS INC. FORM OF COMMON STOCK PURCHASE WARRANT
Enhance Skin Products Inc • August 20th, 2008 • Services-prepackaged software • Nevada

THIS CERTIFICATE certifies that ____________________, having an address at ______________________________________, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the common stock, $.001 par value per share (the “Common Stock”), of Enhance Skin Products Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”). This Warrant has been issued to the Holder in connection with the private placement of securities offered pursuant to a subscription agreement, dated as of August __, 2008 (together with all documents and filings attached thereto, the “Subscription Document”).

Contract
General Security Agreement • March 19th, 2013 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Nevada

GENERAL SECURITY AGREEMENT March 4, 2013 (the “Effective Date”) between Enhance Skin Products Inc., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as the “Debtor”) and Mercuriali Ltd., a limited company incorporated pursuant to the laws of England and Wales (hereinafter referred to as the “Creditor”)

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT B E T W E E N: DRASKO PUSELJIC of the City of Toronto in the Province of Ontario (hereinafter referred to as the “Executive”) - and - ENHANCE SKIN PRODUCTS INC. a corporation incorporated pursuant to the laws of...
Employment Agreement • October 5th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation and Executive are parties to an Employment Agreement made effective March 5, 2013 and Amendment No 1 to Employment Agreement and Termination Agreement dated March 3, 2014 and Amendment No. 2 to Employment Agreement made effective August 1, 2015, Amendment No 3 to Employmet Agreement effective March 21, 2016 (collectively the “Employment Agreement”);

CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2010 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • California

This Consulting Agreement (this "Agreement") is made as of the date set forth below by Enhance Skin Products Inc, a Nevada corporation with an address at 695 South Colorado Boulevard, Suite 400, Denver, Colorado 80246 (the “Company”) and Camden Street Partners, LLC a California limited liability corporation with the address provided above (the "Consultant").

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2015 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation and Executive are parties to an Employment Agreement made effective March 5, 2013 and Amendment No 1 to Employment Agreement dated March 3, 2014 (collectively the “Employment Agreement”);

AMENDMENT NO. 1 TO DIRECTORS SERVICE AGREEMENT B E T W E E N: FRODE BOTNEVIK of the City of Oslo in Norway (hereinafter referred to as the “Executive”) - and - ENHANCE SKIN PRODUCTS INC. a corporation incorporated pursuant to the laws of the State of...
Directors Service Agreement • March 24th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

AND WHEREAS Corporation and Vis Vires Group Inc. are parties to a Convertible Promissory Note dated June 19, 2015 (“The Vis Vires Promissory Note”) and a Securities Purchase Agreement dated June 19, 2015 (“The Vis Vires Securities Purchase Agreement”);

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT B E T W E E N: DRASKO PUSELJIC of the City of Toronto in the Province of Ontario (hereinafter referred to as the “Executive”) - and - ENHANCE SKIN PRODUCTS INC. a corporation incorporated pursuant to the laws of...
Employment Agreement • March 24th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation and Executive are parties to an Employment Agreement made effective March 5, 2013 and Amendment No 1 to Employment Agreement and Termination Agreement dated March 3, 2014 and Amendment No. 2 to Employment Agreement made effective August 1, 2015 (collectively the “Employment Agreement”);

Indirect Primary Offering Agreement
Primary Offering Agreement • August 6th, 2010 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • New York

THIS AGREEMENT dated as of the 29th day of July 2010 (the “Agreement”) between Crisnic Fund, S.A., (the “Investor”), and Enhance Skin Products Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

Toronto, 23 September, 2008.
Enhance Skin Products Inc • September 24th, 2008 • Services-prepackaged software

Pursuant to an Asset Purchase Agreement by and between the Zeezoo Software Corp. (OTCBB: ZEEZ), a Nevada corporation (“Zeezoo”), and Enhance Skin Products Inc., a privately owned Ontario corporation (“Enhance”), on August 14, 2008, Zeezoo acquired substantially all of the assets of Enhance (the “Assets”). In exchange for the Assets, and taking into account the cancellation of certain securities of Zeezoo by the Insiders (as defined below), the former stockholders of Enhance have acquired approximately 57% of the issued and outstanding shares of common stock, par value $.001 per share, of Zeezoo (the “Common Stock”). This transaction may be deemed to have resulted in a change in control of Zeezoo from the Insiders to the former stockholders of Enhance. In connection with the change in control, Dr. Samuel Asculai, Ph.D. became President and Chief Executive Officer and a director, Dr. Zenas B. Noon became a director, Mr. Frode Botnevik became a director, Mr. Chris Hovey became Vice Presid

SIDE LETTER
Enhance Skin Products Inc • August 25th, 2016 • Perfumes, cosmetics & other toilet preparations
EMPLOYMENT AGREEMENT
Employment Agreement • August 20th, 2008 • Enhance Skin Products Inc • Services-prepackaged software • Ontario

WHEREAS the Corporation is desirous of employing the Executive in the position of President and Chief Executive Officer of the Corporation;

DEBT SETTLEMENT AGREEMENT
Debt Settlement Agreement • August 12th, 2013 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

This Debt Settlement Agreement (the "Agreement") is dated as of the 30th day of April, 2013 (the “Effective Date”), by and between Enhance Skin Products Inc., a Nevada corporation having an address at 100 King Street West, Suite 5600, Toronto, ON M5X 1C9 Facsimile 416-644-8801("Enhance"), and Heenan Blakie LLP, an Alberta limited liability partnership having an address at P.O. Box 2900, 333 Bay Street, Suite 2900, Bay Adelaide Centre, Toronto, Ontario Canada M5H 2T4 Facsimile 1-866-280-4651 (“Heenan”), hereinafter collectively referred to as the “Parties”.

Contract
Loan Agreement • January 25th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Nevada

LOAN AGREEMENT (Amendment 4) made effective January 22, 2016 (the “Effective Date”) between Mercuriali Ltd., a limited company incorporated pursuant to the laws of England and Wales (hereinafter referred to as “Mercuriali”) and Samuel Asculai of the City of Toronto (hereinafter “Asculai”) and Enhance Skin Products Inc., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “Enhance”)

AMENDMENT NO. 2 TO DIRECTORS SERVICE AGREEMENT B E T W E E N: FRODE BOTNEVIK of the City of Oslo in Norway (hereinafter referred to as the “Executive”) - and - ENHANCE SKIN PRODUCTS INC. a corporation incorporated pursuant to the laws of the State of...
Directors Service Agreement • October 5th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Nevada

WHEREAS the Corporation and Director are parties to a Director Service Agreement made effective August 1, 2015 and Amendment No. 1 to Director Service Agreement made effective March 21, 2016 (collectively the “Director Service Agreement”;

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 6th, 2010 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • New York

This Stock Purchase Agreement (the "Agreement") is dated as of this 29th day of July, 2010 (the “Effective Date”), by and between Enhance Skin Products Inc., a Nevada corporation ("Seller"), and Crisnic Fund SA (“Purchaser”).

AMENDMENT NO. 1 TO CONSULTING AGREEMENT. B E T W E E N: MERCURIALI LTD. of the City of London in the United Kingdom (hereinafter referred to as the “Consultant”) and DONALD NICHOLSON of the City of London in the United Kingdom (hereinafter referred to...
Consulting Agreement • March 5th, 2014 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • England

WHEREAS the Corporation, Consultant and Principal are parties to a Consulting Agreement made effective March 5, 2013 (the “Consulting Agreement”);

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AND TERMINATION AGREEMENT
Employment Agreement and Termination Agreement • March 5th, 2014 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation and Consultant are parties to a Termination Agreement made effective March 5, 2013 (the “Termination Agreement”) terminating a Consulting Agreement between the parties dated March 11, 2010 (the “Consulting Agreement”);

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN AGE REVERSAL, INC., A MARYLAND CORPORATION, AND ENHANCE SKIN PRODUCTS INC., A NEVADA CORPORATION DATED AS OF JUNE 19, 2012
Consulting Agreement • June 21st, 2012 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Nevada
Contract
Consulting Agreement • December 15th, 2008 • Enhance Skin Products Inc • Pharmaceutical preparations • Ontario
AMENDMENT TO
Agreement and Plan of Merger • September 6th, 2012 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made and entered into as of August 31, 2012, by and between Age Reversal, Inc., a Maryland corporation (“ARI”), and Enhance Skin Products Inc., a Nevada corporation (“ESP”) (“Amendment”). Those capitalized terms used in this Amendment which are not defined in this Amendment shall have the definitions and meanings specified by the provisions of the Merger Agreement (defined hereinafter).

AMENDMENT NO. 3 TO CONSULTING AGREEMENT. B E T W E E N: MERCURIALI LTD. of the City of London in the United Kingdom (hereinafter referred to as the “Consultant”) and DONALD NICHOLSON of the City of London in the United Kingdom (hereinafter referred to...
Consulting Agreement • March 24th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • England

WHEREAS the Corporation, Consultant and Principal are parties to a Consulting Agreement made effective March 5, 2013, Amendment No 1 to Consulting Agreement dated March 3, 2014 and Amendment No 2 to Consulting Agreement effective August 1, 2015 (collectively the “Consulting Agreement”);

AMENDMENT NO. 1 TO CONSULTING AGREEMENT AND TERMINATION AGREEMENT B E T W E E N: SAMUEL ASCULAI of the City of Toronto in the Province of Ontario (hereinafter referred to as the “Employee”) - and - BIOSTRATEGIES CONSULTING GROUP INC. a corporation...
Consulting Agreement • March 5th, 2014 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation, Employee and Consultant are parties to a Termination Agreement made effective March 5, 2013 (the “Termination Agreement”) terminating an Employment Agreement between the Corporation and the Employee dated August 14, 2008, and terminating a Consulting Agreement between the Corporation and the Consultant dated August 14, 2008; and

Contract
Loan Agreement • March 24th, 2016 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Nevada

LOAN AGREEMENT (Amendment 5) made effective March 21, 2016 (the “Effective Date”) between Mercuriali Ltd., a limited company incorporated pursuant to the laws of England and Wales (hereinafter referred to as “Mercuriali”) and Samuel Asculai of the City of Toronto (hereinafter “Asculai”) and Enhance Skin Products Inc., a corporation incorporated pursuant to the laws of the State of Nevada (hereinafter referred to as “Enhance”)

TERMINATION AGREEMENT
Termination Agreement • July 31st, 2012 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

WHEREAS the Corporation and Consultant are parties to a Employment Agreement dated December 20, 2010 (the “Consulting Agreement”);

SIDE LETTER
Enhance Skin Products Inc • July 29th, 2016 • Perfumes, cosmetics & other toilet preparations

We refer to the option agreement, dated 7 July 2016, between (1) BioSurface Limited (“BioSurface”) and (2) the Company (the “Option Agreement”). This letter constitutes a side letter to the Option Agreement.

SIDE LETTER
Enhance Skin Products Inc • September 15th, 2016 • Perfumes, cosmetics & other toilet preparations
DEBT SETTLEMENT AND RELEASE AGREEMENT
Debt Settlement and Release Agreement • August 12th, 2013 • Enhance Skin Products Inc • Perfumes, cosmetics & other toilet preparations • Ontario

This Debt Settlement Agreement (the "Agreement") is dated as of the 30th day of April, 2013 (the “Effective Date”), by and between Enhance Skin Products Inc., a Nevada corporation having an address at 100 King Street West, Suite 5600, Toronto, ON M5X 1C9 Facsimile 416-644-8801("Enhance"), and Stepp Law Corporation, a California corporation having an address at 15707 Rockfield Boulevard, Suite 101, Irvine, CA 92618 Facsimile 949-660-9010 (“Stepp”), hereinafter collectively referred to as the “Parties”.

SIDE LETTER
Enhance Skin Products Inc • September 1st, 2016 • Perfumes, cosmetics & other toilet preparations

We refer to the option agreement, dated 7 July 2016, between (1) Integumen Limited, formally known as BioSurface Limited (“Integumen”) and (2) the Company (the “Option Agreement”). This letter constitutes a side letter to the Option Agreement.

ZEEZOO SOFTWARE CORP. 2033 GATEWAY PLACE, 6TH FLOOR SAN JOSE CA 95110
Zeezoo Software Corp. • July 29th, 2008 • Services-prepackaged software
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