ContractLiberator, Inc. • February 10th, 2010 • Blank checks • Georgia
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO REMARK ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE AND RECAPITALIZATION AGREEMENTStock Purchase and Recapitalization Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks • New York
This Agreement this 31st day of March, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • October 9th, 2009 • Liberator, Inc. • Blank checks • Georgia
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed date below (the “Effective Date”), by and among Liberator, Inc. an entity with a principle address of 2745 Bankers Industrial Drive, Doraville, GA (the “Buyer”) and Belmont Partners, LLC a Virginia limited liability company with a principal address of 360 Main Street, Washington Virginia 22747 (“Seller”), and WES Consulting, Inc., a public vehicle organized in the state of Florida and traded under the symbol “WSCU” (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • May 3rd, 2010 • Liberator, Inc. • Blank checks • Georgia
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed date below (the “Effective Date”), by and among Liberator, Inc. an entity with a principle address of 2745 Bankers Industrial Drive, Doraville, GA (the “Buyer”) and Belmont Partners, LLC a Virginia limited liability company with a principal address of 360 Main Street, Washington Virginia 22747 (“Seller”), and WES Consulting, Inc., a public vehicle organized in the state of Florida and traded under the symbol “WSCU” (the “Company”).
April 1, 2009Inducement Agreement • February 4th, 2010 • Liberator, Inc. • Blank checks • New York
We are pleased that Remark Enterprises, Inc., a Nevada corporation (the “Company”), has decided to retain New Castle Financial Services LLC (“New Castle”) to provide general financial advisory and investment banking services as set forth herein. This letter agreement (“Agreement”) will confirm New Castle’s acceptance of such retention and set forth the terms of our engagement. For purposes of this Agreement, the term “Company” shall include all of Remark Enterprises Inc. and its subsidiaries, successors and assigns and any other entity that survives following any transaction in which Remark Enterprises Inc. mergers or combines with another entity.
ContractLiberator, Inc. • February 10th, 2010 • Blank checks
Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Downshire Capital on March 11, 2009.
AMENDMENT NO. 1 STOCK PURCHASE AND RECAPITALIZATION AGREEMENTStock Purchase and Recapitalization Agreement • May 3rd, 2010 • Liberator, Inc. • Blank checks
This Amendment No. 1 to the Stock Purchase and Recapitalization Agreement (the “Amendment”) is made this 22nd day of June, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).
ContractLiberator, Inc. • February 10th, 2010 • Blank checks
Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Don Cohen on July 25, 2008.
AMENDMENT NO. 1Stock Purchase and Recapitalization Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks
This Amendment No. 1 to the Stock Purchase and Recapitalization Agreement (the “Amendment”) is made this 22nd day of June, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).
AMENDMENT dated June 26, 2009 To the Engagement Letter dated April 1, 2009 by and between Remark Enterprises, Inc. and New Castle Financial Services LLC, And the Inducement Agreement dated 4/3/09 executed by OneUp Innovations, Inc.Liberator, Inc. • February 4th, 2010 • Blank checks
IN WITNESS WHEREOF, the parties have executed this Amendment to the Engagement Letter and Inducement Agreement effective as of the date written below.
