Nine Mile Software, Inc. Sample Contracts

RECITALS
Escrow Agreement • May 17th, 2007 • Nine Mile Software, Inc. • Utah
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RECITALS
Securities Escrow Agreement • November 19th, 2007 • Nine Mile Software, Inc. • Services-prepackaged software • Utah
Contract
Merger Agreement • August 30th, 2011 • Nine Mile Software, Inc. • Services-prepackaged software • Nevada
CONSULTING AGREEMENT
Consulting Agreement • August 30th, 2011 • Nine Mile Software, Inc. • Services-prepackaged software • California

This Consulting Agreement (this “Agreement”), dated as of August 23, 2011 (the “Effective Date”), is being entered into by and between SaveDaily.com, Inc., a California corporation (“Company”), and Via Alip, LLC, a Delaware limited liability company (“Consultant”), with reference to the following matters:

SUBSCRIPTION AGREEMENT NINE MILE SOFTWARE, INC.Nine Mile Software, Inc..
Subscription Agreement • May 17th, 2007 • Nine Mile Software, Inc.

The undersigned (“Subscriber”) hereby subscribes for ___________ shares of common stock (the Shares”) of Nine Mile Software, Inc. (the "Company"), for the price of $0.70 per share and agrees to pay for said Shares in cash in the amount of $_____________ upon acceptance by the Company of this subscription. The Shares are part of an offering by the Company made pursuant to a registration statement on Form SB-2 filed with the Securities and Exchange Commission. Certificates for the Shares, when issued to the Subscriber, will be deemed fully paid and non-assessable.

Securities Purchase Agreement
Securities Purchase Agreement • April 25th, 2011 • Nine Mile Software, Inc. • Services-prepackaged software • Nevada
FINANCING AND SECURITY AGREEMENT
Financing and Security Agreement • April 16th, 2012 • SaveDaily Inc • Services-prepackaged software • New York

THIS FINANCING AND SECURITY AGREEMENT (“Agreement”) is made and entered this 28 day of March, 2012 (“Effective Date”) by and among SAVEDAILY, INC., a Nevada corporation (“SDINC”), and SAVEDAILY.COM, INC., a California corporation (together with SDINC, each a “Borrower” individually and collectively as joint and several obligors with respect to any and all Obligations (as defined herein), “Borrower”), and SAVEDAILY PARTNERS, L.P., a Delaware limited partnership (together with its participants, assigns and designees, “SDLP”). Borrower and SDLP may be referred to herein individually as a “Party” or collectively as the “Parties.”

RESCISSION AGREEMENT
Rescission Agreement • June 8th, 2011 • Nine Mile Software, Inc. • Services-prepackaged software • Nevada

THIS RESCISSION AGREEMENT (the “Rescission Agreement”) is made and entered into this 6th day of June 2011, by and between Nine Mile Software, Inc., a Nevada corporation (hereinafter the “Company”); and EBE, LLC, a Delaware Limited Liability Company (hereinafter the “Investor”).

Note
Financing and Security Agreement • April 16th, 2012 • SaveDaily Inc • Services-prepackaged software • New York

This Note is issued pursuant to, and subject to the terms and provisions of, that certain Financing and Security Agreement, by and between Issuer and Holder, dated as of March 28, 2012 (as amended, restated, amended and restated, supplemented, modified or replaced from time to time, the “Financing Agreement”). Capitalized terms used herein without definition shall have the meanings assigned to such terms under the Financing Agreement.

STATE OF UTAH DEPARTMENT OF COMMERCE DIVISION OF SECURITIES FORM 4-5EIA Escrow Agreement
Escrow Agreement • November 19th, 2007 • Nine Mile Software, Inc. • Services-prepackaged software

Nine Mile Software, Inc., Principal, of Salt Lake County, State of Utah, and Escrow Specialists, Inc., Escrow Agent, of Salt Lake County, State of Utah, hereby agree as follows:

AGREEMENT OF MERGER
Merger Agreement • August 30th, 2011 • Nine Mile Software, Inc. • Services-prepackaged software
SUBORDINATION AGREEMENT
Subordination Agreement • November 29th, 2011 • SaveDaily Inc • Services-prepackaged software • Ohio

This SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into this 16th day of November, 2011, by and among SAVEDAILY, INC., a Nevada corporation (“SDINC”) and SAVEDAILY.COM, INC., a California corporation (“SDCOM”, and collectively with SDINC, “Borrowers”; either of SDINC or SDCOM may be individually referred to as a “Borrower”) and EQ PARTNERS, LLC, an Ohio limited liability company (“Senior Creditor”), and HARRY S. DENT, JR., an individual (“Junior Creditor”). Borrowers, Senior Creditor and Junior Creditor may each be referred to herein individually as a “Party” or collectively as the “Parties.”

FINANCING AND SECURITY AGREEMENT
Financing and Security Agreement • November 29th, 2011 • SaveDaily Inc • Services-prepackaged software • Ohio

THIS FINANCING AND SECURITY AGREEMENT (“Agreement”) is made and entered this 21st day of November, 2011 (“Effective Date”) by and between SAVEDAILY, INC., a Nevada corporation (“SDINC”) and SAVEDAILY.COM, INC., a California corporation (“SDCOM”, and collectively with SDINC, “Borrowers”; either of SDINC or SDCOM may be individually referred to as a “Borrower”) and EQ PARTNERS, LLC, an Ohio limited liability company (“Lender”). Borrowers and Lender may be referred to herein individually as a “Party” or collectively as the “Parties.”

STOCK PURCHASE AGREEMENT by and between NINE MILE SOFTWARE, INC., a Nevada corporation, and Damon M. Deru, Dated: As of August 26, 2011
Stock Purchase Agreement • August 30th, 2011 • Nine Mile Software, Inc. • Services-prepackaged software • California

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 26, 2011, is entered into by and between Nine Mile Software, Inc., a Nevada corporation (“Company”), and Damon M. Deru, an individual (“Buyer”), and is made with reference to the following matters:

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