SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2010 • Kore Nutrition, Inc. • Food and kindred products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2010, by and between KORE NUTRITION, INC., a Nevada corporation, with headquarters located at 2505 Anthem Village - Suite E-460, Henderson, NV 89052 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
ContractPrivate Placement Subscription Agreement • August 16th, 2010 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ContractPrivate Placement Subscription Agreement • April 19th, 2011 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2010 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • March 4th, 2010 • Kore Nutrition, Inc. • Food and kindred products
For good and valuable consideration, GO ALL IN, INC., a Nevada corporation, (“Maker”), hereby makes and delivers this Promissory Note and Security Agreement (this “Note”) in favor of KORE NUTRITION INCORPORATED a Nevada corporation (“Holder”), and hereby agree as follows:
ContractPrivate Placement Subscription Agreement • August 16th, 2010 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • April 6th, 2010 • Kore Nutrition, Inc. • Food and kindred products
ESCROW AGREEMENTEscrow Agreement • April 6th, 2010 • Kore Nutrition, Inc. • Food and kindred products • Nevada
KORE NUTRITION INCORPORATED, a company incorporated pursuant to the laws of the State of Nevada and having an address at 2505 Anthem Village, Suite E-460, Henderson, Nevada 89052
ContractDebt Conversion Agreement • April 6th, 2010 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
THIS DEBT CONVERSION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • April 6th, 2010 • Kore Nutrition, Inc. • Food and kindred products
KORE NUTRITION INCORPORATED, a Nevada corporation, of Suite 200 – 736 Granville Street, Vancouver, British Columbia V6Z 1G3 (the “Company”)
ASSUMPTION AGREEMENTAssumption Agreement • April 6th, 2010 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
KORE NUTRITION INCORPORATED, a Nevada corporation, having an address at 200 – 736 Granville Street, Vancouver, British Columbia, Canada V6Z 1G3 (“Pubco”)
ContractStock Option Agreement • November 15th, 2010 • Kore Nutrition, Inc. • Food and kindred products • British Columbia
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
