Infinity Augmented Reality, Inc. Sample Contracts

EMPLOYMENT AGREEMENT ABSOLUTE LIFE SOLUTIONS, INC.
Employment Agreement • April 12th, 2011 • Absolute Life Solutions, Inc. • Finance services • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 15, 2011 (the “Effective Date”) by and between ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Company”), and JOSHUA YIFAT (the “Executive”) under the following terms and conditions:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 26th, 2010 • Absolute Life Solutions, Inc. • Miscellaneous metal ores

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July ___, 2010 (this "Agreement"), is made by and between ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation, with headquarters located at 45 Broadway, New York, New York 10004 (the “Company”), and each entity named on a signature page hereto (each, an “Initial Investor”) (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement).

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SEED CAPITAL UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Between: SHIMMER GOLD, INC. And: {NAME OF SUBSCRIBER} Shimmer Gold, Inc. Suite 620, 304 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1C1
Subscription Agreement • December 24th, 2007 • Shimmer Gold, Inc. • Nevada

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 21st, 2014 • Infinity Augmented Reality, Inc. • Finance services • Tel-Aviv

THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 29 day of December, 2013 by and between Infinity Augmented Reality Israel Ltd. (the “Company”) and Motti Kushnir, I.D. No. 024515926 (the “Employee”) (each, a "Party" and collectively - the "Parties").

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 26th, 2014 • Infinity Augmented Reality, Inc. • Finance services • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of June 24, 2014 (this “Agreement”), is entered into by and between INFINITY AUGMENTED REALITY, INC., a Nevada corporation with an office located at 2220 Nostrand Avenue, Brooklyn, NY, 11210 (the “Company”), and the Buyer named of the signature page hereto (the “Buyer”) under such agreement and the Transaction Agreements, as defined below, referred to therein).

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COVENTRY CONSULTING GROUP, LLC
Absolute Life Solutions, Inc. • January 7th, 2011 • Miscellaneous metal ores • New York

This letter confirms our understanding that Coventry Consulting Group LLC (“CCG”) has been engaged to act as the advisor and consultant to the Company and its affiliates . CCG in this capacity will work with management and review and advise the company on strategic issues as reasonably requested by the Company and may help identify business opportunities for a period of twelve months (the “Term”) from the date of this Agreement. Upon the Company’s acceptance, this letter agreement (“ Agreement ”) will confirm the terms of the engagement agreed to between CCG and the Company on the terms set forth herein. The terms of CCG’s engagement are as follows:

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CONSULTING Agreement
Consulting Agreement • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Realty LLC (“Infinity AR”) and Agam Technologies LLC, a limited liability company organized under the laws of the State of New York, USA (“Agam”).

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ConsultING Agreement
Consulting Agreement • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and Yossi Shemesh (“Shemesh”).

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ABSOLUTE LIFE SOLUTIONS, Inc. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENT
Absolute Life • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

As a condition of my employment with Absolute Life Solutions, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I and the Company agree to the following provisions of this Absolute Life Solutions, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):

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REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PLATINUM PARTNERS VALUE ARBITRAGE FUND, L.P. (AS AGENT AND AS REVOLVING CREDIT LENDER) AND THE OTHER LENDERS PARTY HERETO (AS TERM LOAN LENDERS) WITH ABSOLUTE LIFE SOLUTIONS, INC. (BORROWER) July 31, 2012
Security Agreement • August 2nd, 2012 • Absolute Life Solutions, Inc. • Finance services • New York

Revolving Credit, Term Loan and Security Agreement dated as of July 31, 2012 among ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Borrower”), PLATINUM PARTNERS VALUE ARBITRAGE FUND, L.P., as initial Revolving Credit Lender and the other Persons that are now or hereafter become a party hereto (collectively, together with the Revolving Credit Lender, the “Lenders” and individually a “Lender”), and PLATINUM PARTNERS VALUE ARBITRAGE FUND, L.P., as agent for Lenders (in such capacity, the “Agent”).

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CONSULTING Agreement
Consulting Agreement • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and Gili Revensary individually and as, Managing Member of GiliTech LLC (“GiliTech”)

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PLACER CLAIMS ACQUISITION AGREEMENT Between: LUNACO LTD JENNY GRUBER And: SHIMMER GOLD CORPORATION Shimmer Gold Corporation 620 - 304 8th Avenue S.W. Calgary, Alberta T2P 1C1
Placer Claims Acquisition Agreement • December 24th, 2007 • Shimmer Gold, Inc. • British Columbia

THIS PLACER CLAIMS ACQUISITION AGREEMENT (the "Agreement") is made and entered into to be effective as of the 19th day of June, 2007 (the "Effective Date").

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VOTING TRUST AGREEMENT
Voting Trust Agreement • April 14th, 2011 • Absolute Life Solutions, Inc. • Finance services • New York

This VOTING TRUST AGREEMENT (this “Agreement”) is entered into as of the 13th day of April, 2011, by and among Absolute Life Solutions, Inc., a Nevada corporation (the “Company”), CS Master Holdings, LLC, a Nevada limited liability company (the “Holder”), and Daniel Lifschutz, as the voting trustee (in such capacity being hereinafter referred to as the “Voting Trustee”).

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PREFERRED STOCK REPURCHASE AGREEMENT
Preferred Stock Repurchase Agreement • August 2nd, 2012 • Absolute Life Solutions, Inc. • Finance services • New York

This PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement” ) is entered into as of July 31, 2012, by and among (i) ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Company”), and (ii) each of the holders of the Company’s outstanding preferred stock, as listed on Schedule I hereto (each, a “Holder” and collectively, the “Holders”).

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SERIES B PREFERRED SHARE PURCHASE AGREEMENT
Series B Preferred Share Purchase Agreement • April 8th, 2015 • Infinity Augmented Reality, Inc. • Services-prepackaged software • New York

This Series B Preferred Share Purchase Agreement (this “Agreement”), is made as of April 6, 2015, by and among Infinity Augmented Reality, Inc., a Company organized under the laws of the State of Nevada (the “Company”), and the persons and entities whose names are listed in Schedule 1 hereto (the “Initial Investor(s)”) and any Additional Investors who shall become parties to this Agreement in accordance with Section 2.3 below (whereupon Schedule 1 shall be updated to include such additional investor(s) (together with the Initial Investor(s), the “Investors”); each Investor acting herein severally and not jointly with any other Investor.

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • April 12th, 2011 • Absolute Life Solutions, Inc. • Finance services • New York

SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of April ___, 2011, by and between ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Company”) and each holder of the Company’s Series A 12.5% Convertible Preferred Stock (the “Series A Preferred Stock”) named on a signature page hereto (each, a “Holder” and any two or more, “Holders”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 26th, 2010 • Absolute Life Solutions, Inc. • Miscellaneous metal ores • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of July __, 2010 (this “Agreement”), is entered into by and between ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation with headquarters located at 45 Broadway, 6th Floor, New York, NY 10006 (the “Company”), and each individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer [each, an “Other Buyer”] under such agreement and the Transaction Agreements, as defined below, referred to therein).

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SERVICES Agreement
Services Agreement • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

This Services Agreement (“Agreement”) effective as of February 26, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary Infinity Augmented Reality LLC (“Infinity AR”) and Infinity Advanced Technologies, LTD, a company organized under the laws of the State of Israel (“IATL”).

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April 11, 2011
Employment Agreement • April 12th, 2011 • Absolute Life Solutions, Inc. • Finance services

Reference is made to that certain Employment Agreement (the “Agreement”) dated as of June 1, 2010 by and between the Company and yourself. In light of your recent election as President and Chief Executive Officer, said Agreement is hereby amended effective April 8, 2011 as follows.

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AGREEMENT
Agreement • November 20th, 2012 • Absolute Life Solutions, Inc. • Finance services • New York

THIS AGREEMENT (this “Agreement”) is dated November 15, 2012 (the “Effective Date”), by and among Absolute Life Solutions, Inc., a Nevada corporation (the “Company”), Platinum Partners Value Arbitrage Fund L.P., as agent (“Agent”) for the benefit of the Lenders under the Credit Agreement (as defined below) and ALS Capital Ventures LLC, a Delaware limited liability company (“ALS”). Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

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FORM OF WARRANT
Securities Purchase Agreement • July 26th, 2010 • Absolute Life Solutions, Inc. • Miscellaneous metal ores

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the captioned Holder (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 Original Issue Date identified in the caption of this Warrant (the “Issue Date”) and on or prior to the close of business on ___________, 201_8 (the “Expiration Date”) but not thereafter, to subscribe for and purchase from ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Company”), up to the number of Warrant Shares noted in the caption of this Warrant (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(c).

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MASTER AGREEMENT by and between INFINITY AUGMENTED REALITY INC. - AND - CREDIT STRATEGIES LLC - AND - PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P. - AND - ALS CAPITAL VENTURES LLC - AND - CS MASTER HOLDINGS - AND - MOSHE ORATZ - AND - SBO TRUST U/A/D...
Master Agreement • February 5th, 2015 • Infinity Augmented Reality, Inc. • Services-prepackaged software • New York

ALS Capital Ventures LLC, for itself and as agent for each of its affiliates on behalf of whom it holds the Satisfaction Amount (“ALS”, or an “Indemnitor”)

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ConsultING Agreement
Consulting Agreement • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf ot its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and SmartEyes Technologies LLC, a limited liability company organized under the laws of the State of New York, USA (“SmartEyes”)

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ConsultING Agreement
Consulting Agreement • April 22nd, 2013 • Infinity Augmented Reality, Inc. • Finance services • New York

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary Infinity Augmented Reality LLC (“Infinity AR”) and XO Marketing LLC, a limited liability company organized under the laws of the State of New York, USA (“XO”).

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • January 21st, 2014 • Infinity Augmented Reality, Inc. • Finance services

This Sale and Purchase Agreement (the "Agreement"), is made and entered into this 29 day of December, 2013, by and between Infinity Augmented Reality Inc. (the "Purchaser"), on the one hand, and Motti Kushnir ("Motti") and Matan Protter ("Matan" and together with Motti, the "Sellers" and each a "Seller"). Each of the Sellers and the Purchaser shall be referred to as a "Party" and together as the "Parties".

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