Yesdtc Holdings, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 11, 2009, by and between YesDTC, Inc., a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 11, 2009, is by and among YesDTC Holdings, Inc., a Nevada corporation (the “Parent”), YesDTC, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2009, is made by and between YesDTC Holdings, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2008 • PR Complete Holdings, Inc • Florida

EMPLOYMENT AGREEMENT made as of this 7th day of July 2008 by and between PR Complete Inc. a Nevada corporation,(hereinafter referred to as "Employer") and Chrissy Albice, , an individual residing at (hereinafter referred to as "Employee").

SECURITY AGREEMENT
Security Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • Delaware

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 11, 2009, by YesDTC Holdings, Inc., a Nevada corporation (“Assignor”), and PR Complete Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in PR Complete Holdings, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”) at a purchase price of $1,000.00 per Unit, with each Unit consisting of (i) 10,000 shares of common stock, par value $0.0001 per share (the “Shares”) and (ii) a five (5) year warrant to purchase 10,000 shares of common stock (the “Warrant Shares”) at a per share exercise price of $0.10 (the “Exercise Price”), substantially in the form attached hereto as Exhibit A (the “Warrants”). For purposes of this Agreement, the term “Securities” shall refer to the Units, the Shares, the Warrants, and the Warrant Shares.

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 15th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 11, 2011, by and between YesDTC, Inc., a Nevada corporation (the “Company”), and Mark S. Noel (the “Subscriber”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 7th, 2008 • PR Complete Holdings, Inc • Nevada
DIRECT RESPONSE MARKETING SERVICE AGREEMENT
Direct Response Marketing Service Agreement • April 14th, 2010 • Yesdtc Holdings, Inc. • Services-business services, nec

This Agreement is made this 17th day of January, 2010, by and between Yes DTC Holdings, Inc., (hereinafter "YES DTC" or the "Company"), having its principal place of business at 300 Beale Street, Suite 613, San Francisco, CA 94105 and Jon Schulberg (hereinafter "Mr. Schulberg" or "Consultant"), having his principal place of residence at 1530 Tiburon Blvd., Tiburon, CA 94920. YES DTC wishes to contract with Mr. Schulberg for production and consulting services for its U.S. & international direct response marketing campaigns (hereinafter "Campaigns") with respect to the following facts:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 7th, 2008 • PR Complete Holdings, Inc • New York

This Agreement (the “Agreement”) is made as of the 27th day of May, 2008 by and between Josh Bender (the “Seller”), and Chrissy Albice (the “Purchaser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 13th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • Nevada

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in YesDTC Holdings, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of shares of its common stock (“Shares”) at a purchase price of $0.02 per Share. The delivery of funds by the Subscriber to the account set forth in Exhibit A, as provided in Section 1(b) hereof, shall be governed by the terms of the Escrow Agreement annexed hereto as Exhibit B, as to which terms the Subscriber hereby agrees to be bound.

COMMON STOCK AND WARRANT SUBSCRIPTION AGREEMENT
Common Stock and Warrant Subscription Agreement • September 12th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of September 1, 2011, by and between YesDTC Holdings, Inc,, a Nevada corporation (the “Company”), and Sonoma Winton, LLC(the “Subscriber”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 12th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of August 25, 2011, by and between YesDTC, Inc., a Nevada corporation (the “Company”), and Barry Honig (the “Subscriber”).

AMENDMENT AGREEMENT TO SUBSCRIPTION AGREEMENT AND WARRANTS AGREEMENT – SERIES A PREFERRED
Subscription Agreement and Warrants Agreement • September 12th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS AMENDMENT AGREEMENT (this “Amendment”), dated as of this 25th day of August, 2011, is made by and between the subscribers signatory hereto (the “Subscriber”) and YesDTC Holdings Inc., a Delaware corporation (the “Company”).

CONTRACT FOR CONSULTING SERVICES
Consulting Agreement • April 14th, 2010 • Yesdtc Holdings, Inc. • Services-business services, nec
AMENDMENT AGREEMENT TO CONVERTIBLE PROMISSORY NOTES DATED MARCH 8, 2011 AND MAY 31, 2011
Convertible Promissory Note Amendment • September 12th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS AMENDMENT AGREEMENT (this “Amendment”), dated as of this 25 day of August, 2011, is made by and between the Assignees signatory hereto (the “Assignee”) and YesDTC Holdings Inc., a Delaware corporation (the “Company”).

License Agreement for “WordSmart” Product Line
License Agreement • October 28th, 2010 • Yesdtc Holdings, Inc. • Services-business services, nec • California

This License Agreement for “WordSmart” Product Line (the “Agreement”), dated as of October 18, 2010 (the “Effective Date”) is between YesDTC Holdings, Inc., a Nevada Corporation (“YesDTC”) and WordSmart Corporation, a California corporation (“WordSmart”), provides for the license from WordSmart to YesDTC of the right to manufacture, market, distribute and sell the specific vocabulary building educational product that is currently being marketed by WordSmart’s television infomercial (the “Existing WordSmart Infomercial”), including any future additions and improvements thereto and all instructional materials and ancillary items, currently known as “WordSmart” and any new versions or upgrades thereto (the “Product Line”). WordSmart and YesDTC acknowledge and agree that the Product Line shall not include any non-vocabulary products made by WordSmart, WordSmart Pro, WordSmart’s Subscription Business (as such term is defined in Section 2(e) of this Agreement), any products yet to be develop

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 11, 2009, by and between ALLAY ONLINE MARKETING, LLC a Nevada limited liability company and JOSEPH A. NOEL ( collectively, “Assignor”), and YesDTC, Inc., a Delaware corporation (“Assignee”).

AMENDMENT AGREEMENT TO SUBSCRIPTION AGREEMENT AND WARRANTS AGREEMENTS DATED
Subscription Agreement and Warrants Agreement • September 12th, 2011 • Yesdtc Holdings, Inc. • Services-business services, nec • New York

THIS AMENDMENT AGREEMENT (this “Amendment”), dated as of this 25th day of August, 2011, is made by and between the subscribers signatory hereto (the “Subscriber”) and YesDTC Holdings Inc., a Delaware corporation (the “Company”).

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