REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2008, between Adrenalina, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ADRENALINAAdrenalina • August 26th, 2008 • Retail-apparel & accessory stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Enable Growth Partners, L.P. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adrenalina, a Nevada corporation (the “Company”), up to 333,333 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2007 • Basic Services, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2007 between Basic Services, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 22, 2008 between Adrenalina, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 28, 2010Adrenalina • August 26th, 2008 • Retail-apparel & accessory stores • New York
THIS SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of Adrenalina, a Nevada corporation, (the “Company”), having its principal place of business at 20855 NE 16th Ave, C-16, North Miami, FL 33179, designated as its 5% Senior Secured Convertible Debenture due August 28, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • December 4th, 2007 • Basic Services, Inc. • Services-amusement & recreation services • New York
This SECURITY AGREEMENT, dated as of November 30, 2007 (this “Agreement”), is among Basic Services, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 5% Senior Secured Convertible Debentures due May 30, 2010 and issued on November 30, 2007 in the original aggregate principal amount of $3,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
SUBSIDIARY GUARANTEE, dated as of August 22, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Adrenalina, a Nevada corporation (the “Company”) and the Purchasers.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 5th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement"), is made and effective this 14th day of June, 2011, by and among July Moon Productions, Inc., o/b/o Selena Gomez ('Artist"), do Creative Artists Agency, 2000 Avenue of the Stars, Los Angeles, CA 90067, Attn.: Christian Carino ( "Licensor"), and Adrenalina, Inc., a Florida corporation, located at 1250 E Hallandale Beach Blvd, Suite 402, Hallandale Beach, Florida 33009 ("Adrenalina" or "Licensee")
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2008 • Adrenalina • Retail-apparel & accessory stores • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into, and shall be binding this 31 day of July, 2008, by and between Adrenalina, a Nevada Corporation (“Employer”) and Ilia Lekach (“Executive”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 21st, 2014 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement"), is made and effective this 23rd day of September, 2013, by and among, Kendall Jenner, Inc. located at 2173 t Ventura Blvd., Suite 300, Woodland Hills, CA 91364 ( "Licensor"), and ID Perfumes Inc., a Nevada corporation, located at 1250 E Hallandale Beach Blvd, Suite 402, Hallandale Beach, Florida 33009 ("ID Perfumes" or "Licensee")
CONSENT AND WAIVERConsent and Waiver • August 19th, 2008 • Adrenalina • Retail-apparel & accessory stores
THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of August 12, 2008 is entered into by and among Adrenalina, a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in both of the Purchase Agreements (as defined below).
ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • June 14th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") is made on this 26 day of October, 2007 by and among BASIC SERVICES, INC. a Nevada corporation (the "Parent"), Adrenalina, a Nevada Corporation (the "Dissolving Corporation") and LQD Adrenalina, LLC and its subsidiaries, a Florida Limited Liability Company (the "LLC").
ContractAmendment Agreement • December 24th, 2008 • Adrenalina • Retail-apparel & accessory stores
THIS AMENDMENT AGREEMENT (the “Amendment”), is made as of this 24th day of December, 2008 by and among Adrenalina, a Nevada corporation (the “Company”) and each of the undersigned investors (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the applicable Purchase Agreement (as defined below).
July 1,2011 Gigantic Parfums, LLCExclusive Supplier Agreement • April 30th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
ASSIGNMENT AND PLEDGE AGREEMENTAssignment and Pledge Agreement • October 16th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations
KNOW THAT, ID PERFUMES, INC., a Nevada Corporation ("Assignor"), in consideration of Ten Dollars ($10.00) and other valuable consideration paid by PARFUMS INVESTMENT I, LLC, a Florida limited liability company("Assignee"), hereby assigns and Pledges unto the Assignee, all Royalties due under the Settlement Agreement and Mutual Release dated August 28, 2013 between Adrenalina, Inc., n/k/a ID Perfumes, Inc., Gigantic Parfums, LLC and Ilia Lekach and Selena Gomez and July Moon Productions, Inc. as security for all payments due and owing under the Non Negotiable Promissory Note in the original principal amount of Six Hundred and Seventy Thousand Dollars ($670,000). Once the Non Negotiable Promissory Note is paid in full and Assignment and Pledge Agreement shall be null and void.
June 27, 2007 LQD Adrenalina, LLC. 20855 NE 16TH Ave. Suite Suite #C-16 Miami, FL 33179 Attention: Jeffrey Geller, President Gentlemen:Adrenalina • August 19th, 2008 • Retail-apparel & accessory stores • New York
This letter agreement confirms the understanding between LQD Adrenalina, LLC. (the “Company”) and Gilford Securities Corporation (“the Banking Advisor”) with respect to a possible Transaction involving the Company its subsidiaries, affiliates and successors, and a merger or acquisition candidate introduced by the Banking Advisor (the “Candidate”). The Candidate shall be specifically identified as an addendum to this agreement. This agreement shall not apply to any other Candidates except upon execution of an additional addendum or an additional agreement. For purposes hereof, a “Transaction” shall mean a merger with the Candidate, the purchase of all, substantially all or controlling interest of the Candidate, its subsidiaries, affiliates and successors, or the Company, its subsidiaries, affiliates and successors, whether by means of a sale or purchase of stock or assets, merger, consolidation, exchange offer, or other such transaction of a like nature. The Banking Advisor shall be the
CONVERTIBLE DEBENTUREID Perfumes, Inc. • April 30th, 2013 • Perfumes, cosmetics & other toilet preparations • Florida
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 4th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement"), is made and effective this 23rd day of September, 2013, by and among, Kendall Jenner, Inc. located at 21731 Ventura Blvd., Suite 300, Woodland Hills, CA 91364 ( "Licensor"), and ID Perfumes Inc., a Nevada corporation, located at 1250 E Hallandale Beach Blvd, Suite 402, Hallandale Beach, Florida 33009 ("ID Perfumes" or "Licensee")
September 12, 2007 LQD Adrenalina, LLC. 20855 NE 16TH Ave. Suite #C-16 Miami, FL 33179 Attention: Jeffrey Geller, President Gentlemen:Letter Agreement • August 19th, 2008 • Adrenalina • Retail-apparel & accessory stores
This Amendment No. 1, dated September 12, 2007 (this “Amendment”) to the Letter Agreement dated June 27, 2007 (the “Letter Agreement”), by and between LQD ADRENALINA, LLC. (“the Company”) and GILFORD SECURITIES INCORPORATED (“Gilford”) hereby amends and supplements solely to the extent provided herein, the Letter Agreement as follows:
SETTLEMENT AGREEMENTSettlement Agreement • November 12th, 2010 • Adrenalina • Retail-apparel & accessory stores • New York
THIS SETTLEMENT AGREEMENT (the “Agreement”) is made this 18th day of October 2010 by and between Adrenalina, Inc., of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter "Adrenalina"); Extreme Publishing LLC of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter “Extreme”); Liquid Publishing LLC, of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter “Liquid”) Adrenalina Films LLC of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter “Films”) Indika LLC of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter “Indika”) Miami Music and Records LLC of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter “Miami”) and Time Code Productions LLC of P.O. Box 1740, Hallandale Beach, Florida 33008 (hereinafter “Time”) (Extreme, Liquid, Films, Indika, Miami and Time are collectively referred to as the “Subsidiaries”), Very Awesome Media Group, Inc., a Florida corporation, of P.O Box 1740 Hallandale, Florida 33008 (“VAMG”), Ilia Lekach, an individual
AMENDMENT TO NON-NEGOTIABLE PROMISSORY NOTE, SECURITY AGREEMENT AND ASSIGNMENT AND PLEDGE AGREEMENTSecurity agreement and Assignment and Pledge Agreement • November 18th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations
This Amendment to Non-Negotiable Promissory Note, Security Agreement and Assignment and Pledge Agreement (the "Amendment") is entered into this 15th day of July, 2013 by and between GIGANTIC PARFUMS, LLC, a Florida limited liability company (hereinafter referred to as "Borrower" or "Gigantic"), and PARFUMS INVESTMENT, LLC, a Florida limited liability company (hereinafter referred to as "Lender").
ContractID Perfumes, Inc. • April 30th, 2013 • Perfumes, cosmetics & other toilet preparations
Confidentiality Treatment has been requested as to certain redacted information in this agreement. Redacted information has been noted as (***)
MEMBERSHIP INTEREST AND SHARE EXCHANGE AGREEMENTMembership Interest and Share Exchange Agreement • July 17th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ID PERFUMES, INC. Expires: August 31, 2018 Date of Issuance: August 12, 2013 Number of Shares: 500,000Common Stock Warrant • August 14th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This certifies that Commonwealth Wholesale Corporation ("Holder") is entitled to purchase, subject to the terms and conditions of this Warrant, from ID Perfumes, Inc.. a Nevada corporation with a principal place of business located at 1250 E. Hallandale Beach Blvd. Suite 402, Hallandale Beach, Florida 33009 (the "Company"), rive hundred thousand (500.000) fully paid and non assessable shares of the Company's Common Stock. par value $0.001 per Share ("Common Stock"). in accordance with Section 2 during the period commencing on the date of issuance and ending at 5:00 p.m. EST. on August 31, 2018 (the "Expiration Date"), at which time this Warrant will expire and become void unless earlier terminated as provided herein. The shares of Common Stock of the Company for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are hereinafter referred to as the "Shares."
January 31, 2013 Adrenalina, Inc.ID Perfumes, Inc. • August 5th, 2013 • Perfumes, cosmetics & other toilet preparations
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • September 17th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • California
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is made and shall be effective as of August 28, 2013, by and between Adrenalina, Inc. (“Adrenalina”), Gigantic Parfums, LLC and Ilia Lekach (the “Adrenalina Parties”), on the one hand, and Selena Gomez and July Moon Productions, Inc. (the “Gomez Parties”) on the other. Collectively, the above-referenced entities and individuals shall be referred to herein as the “Parties.”
ContractConfidentiality Treatment • April 30th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • New Jersey
Confidentiality Treatment has been requested as to certain redacted information in this agreement. Redacted information has been noted as (***)
SECURITY AGREEMENTSecurity Agreement • October 16th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Security Agreement is entered into this 3rd day of October, 2013 by and between ID PERFUMES, INC., a Nevada Corporation , as borrower (hereinafter referred to as "Borrower" or "ID") and PARFUMS INVESTMENT I, LLC, a Florida limited liability company as Lender hereinafter referred to as "Lender").
DISTRIBUTION AGREEMENTDistribution Agreement • April 30th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Distribution Agreement (the "Agreement") is entered into as of January________ , 2013 ("Effective Date"), by and between COMMONWEALTH WHOLESALE CORPORATION ("CWC"), a Florida corporation, located at 1250 East Hallandale Beach Boulevard, Hallandale Beach, Florida, 33009 and ADRENALINA INCORPORATED ("Adrenalina"), a Florida corporation, whose principal address is 1250 East Hallandale Beach Boulevard, Hallandale Beach, FL 33009.
Exhibit 2.1 ACQUISITION AGREEMENT AND PLAN OF MERGER This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") is made on this 26 day of October, 2007 by and among BASIC SERVICES, INC. a Nevada corporation (the "Parent"), Adrenalina, a Nevada...Acquisition Agreement and Plan of Merger • October 26th, 2007 • Basic Services, Inc. • Pharmaceutical preparations • Nevada
DISTRIBUTION AGREEMENTDistribution Agreement • August 5th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Distribution Agreement (the "Agreement") is entered into as of January , 2013 ("Effective Date"), by and between COMMONWEALTH WHOLESALE CORPORATION ("CWC"), a Florida corporation, located at 1250 East Hallandale Beach Boulevard, Hallandale Beach, Florida, 33009 and ADRENALINA INCORPORATED ("Adrenalina"), a Florida corporation, whose principal address is 1250 East Hallandale Beach Boulevard, Hallandale Beach, FL 33009.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 30th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement-). is made and effective this 20/TH day of Januarv. 2011. by and among. Adam Levine Productions. Inc.. a California corporation, o/b/o Adam Levine ("Artist--). c/o Creative Artists Agency. 2000 Avenue of the Stars, Los Angeles, CA 90067. Attn.: (***) ( "Licensor”), and Adrenalina Inc.. a Nevada corporation, located at 1250 E Hallandale Beach Blvd. Suite 40, Hallandale Beach. Florida 33009 (--Adrenalina- or "Licensee-)
INDIVIDUAL GUARANTEESecurities Purchase Agreement • August 26th, 2008 • Adrenalina • Retail-apparel & accessory stores • New York
In consideration of the terms and conditions contained in this Agreement, and other good and consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, agrees as follows:
DISTRIBUTION AGREEMENT MARCOS LENCOVSKI DBA NATALIE'S WHOLESALE ("Herein after referred to as the "Distributor-)Distribution Agreement • April 30th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS AGREEMENT (this "Agreement") is made as of the 28 day of June, 2011 by and between Gigantic Parfums LLC., a Florida corporation having an office located at 1250 E Hallandale Beach Blvd. Suite 402, Hallandale Beach, Florida 33009 ("Gigantic') and Marcos Lencovski dba Natalie's Wholesale.
RESCISSION AGREEMENTRescission Agreement • September 25th, 2013 • ID Perfumes, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
