SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the __ day of February, 2012, by and among Ceelox, Inc., a Nevada corporation, with an address at P.O. Box 305, Gardner, Kansas 66030-0305 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SECURITY AGREEMENTSecurity Agreement • February 22nd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of February __, 2012 (this “Agreement”), is among Ceelox, Inc., a Nevada corporation (the “Company”), and the holders of the Company’s 13% Secured Convertible Promissory Notes due February __, 2013 in the original aggregate principal amount of up to $500,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ASSET PURCHASE AGREEMENT BY AND AMONG CEELOX INC., SEND GLOBAL CORPORATION and ITEKNIK HOLDING CORPORATION Dated as of October 25, 2012Asset Purchase Agreement • October 31st, 2012 • Ceelox Inc. • Services-prepackaged software • New York
THIS ASSET PURCHASE AGREEMENT is made and entered into as of October 25, 2012 by and among CEELOX INC., a Nevada corporation (“Buyer” or “Issuer,” as applicable), SEND GLOBAL CORPORATION, a Michigan corporation (“Send Global”), and ITEKNIK HOLDING CORPORATION, a Wyoming corporation (“Parent,” and together with Send Global, the “Sellers,” and each a “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2007 • Nicaragua Rising Inc.
Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing _________________________________________ (_______) shares of Common Stock of Nicaragua Rising Inc. (the “Company”) at a price of $0.10 per Share (the “Subscription Price”).
ASSET PURCHASE AGREEMENT BY AND AMONG CEELOX INC., and ALLCOM Dated as of November 27, 2012Asset Purchase Agreement • December 3rd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
THIS ASSET PURCHASE AGREEMENT is made and entered into as of November 27, 2012 by and among CEELOX INC., a Nevada corporation (“Buyer” or “Issuer,” as applicable), and ALLCOM, a Nevada corporation (the “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
AGREEMENT AND PLAN OF SHARE EXCHANGE by and among Ceelox, Inc., a Florida corporation and the Shareholders of Ceelox, Inc. listed herein, on the one hand; and Nicaragua Rising, Inc., a Nevada corporation, and Sunflower Capital, LLC, a Missouri limited...Share Exchange Agreement • February 12th, 2010 • Nicaragua Rising Inc. • Real estate agents & managers (for others) • Kansas
This Agreement and Plan of Share Exchange, dated as of February 12, 2010 (this “Agreement”), is made and entered into by and among Ceelox, Inc., a Florida corporation (“Ceelox Sound”), and the shareholders, warrant and option holders of Ceelox listed on Schedule I attached hereto (each, a “Ceelox Shareholder”, collectively, the “Ceelox Shareholders”), on the one hand; and Nicaragua Rising, Inc., a publicly traded Nevada corporation (OTCBB: NCRG) (“Nicaragua”), and Sunflower Capital, LLC, a Missouri limited liability company and the majority shareholder of Nicaragua (“Sunflower”), on the other hand.
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Convertible Note • February 22nd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). BEGINNING NO LATER THAN 10 DAYS AFTER THE FUNDING DATE, A HOLDER MAY, UPON REQUEST, OBTAIN FROM THE COMPANY THE NOTE’S ISSUE PRICE, ISSUE DATE, AMOUNT OF OID AND YIELD TO MATURITY BY CONTACTING THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, AT THE ADDRESS SET FORTH IN SECTION 5.2 HEREIN.
ContractWarrant Agreement • February 22nd, 2012 • Ceelox Inc. • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR CEELOX, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SHARE EXCHANGE AGREEMENT by and between: CEELOX, INC., a Nevada corporation and P2P Cash, Inc., a Georgia corporation Dated as of November 23, 2011Share Exchange Agreement • November 30th, 2011 • Ceelox Inc. • Services-prepackaged software • Kansas
THIS SHARE EXCHANGE AGREEMENT is made effective as of November 23, 2011, by and between P2P Cash, Inc., a Georgia corporation (“Seller”), and Ceelox, Inc. (“Buyer”), a Nevada corporation. Certain terms are used herein as defined below in Article I or elsewhere in this Agreement.
Ceelox, Inc.(or its successor)Consulting Services Agreement • May 17th, 2012 • Ceelox Inc. • Services-prepackaged software • Kansas
This letter agreement (“Agreement”) is intended to be an addendum to the current “Employment Agreement” between the parties dated April 15, 2008 and will confirm and set forth the terms of the engagement that will take effect upon either (i) the sale of at least 75% of the stock of Ceelox, Inc. (or its successor) (“Company”) and Nicaragua Rising, Inc. to another company or (ii) the consummation by the Company of an S-1 secondary or other senior financing offering (each a “Trigger Event”).. Until terminated, the Employment Agreement shall be controlling.
