THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE...Sebring Software, Inc. • May 16th, 2013 • Telegraph & other message communications • New York
ContractSecurities Purchase Agreement • September 24th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Nevada
SECURITIES PURCHASE AGREEMENT, dated as of August 30, 2010 (the “Agreement”), among SEBRING SOFTWARE LLC, a Florida limited liability company with offices located at 1400 Cattlemen Road, Suite D, Sarasota, Florida 34232 (the “Buyer”); THE INDIVIDUALS NAMED IN SCHEDULE A HERETO (collectively, the “Sellers” and each a “Seller”); and SUMOTEXT INCORPORATED, a Nevada corporation with offices located at 2100 Riverdale, Suite 200, Little Rock, Arkansas, 72202 (the “Company”).
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • March 31st, 2014 • Sebring Software, Inc. • Services-health services • Florida
THIS MANAGEMENT EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effect as of January 1, 2013 (the “Effective Date”), between SEBRING SOFTWARE, INC. (“Sebring”), a corporation organized under the laws of Florida, with a principal office at 1400 Cattlemen Road, Suite D, Sarasota, Florida 34232, and L. Michael Andersen, (the “Employee”), a resident of Sarasota, Florida (each a “Party” and collectively the “Parties”).
LOAN AND SECURITY AGREEMENT among SEBRING SOFTWARE, INC. as Borrower, SEBRING DENTAL OF ARIZONA, L.L.C., AAR ACQUISITION, L.L.C. and SEBRING MANAGEMENT FL, LLC each as Guarantor andLoan and Security Agreement • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • New York
This LOAN AND SECURITY AGREEMENT is dated as of April 25, 2013 and entered into by and among SEBRING SOFTWARE, INC., a Nevada corporation (“Borrower”), SEBRING DENTAL OF ARIZONA, L.L.C., an Arizona limited liability company, AAR ACQUISITION, L.L.C., an Arizona limited liability company, SEBRING MANAGEMENT FL, LLC, a Florida limited liability company, and each other Person that is, or may from time to time hereafter become, a party to this Agreement as a guarantor, specifically including AZ Perio upon consummation of the AZ Perio Acquisition and execution and delivery of the Joinder Agreement, as such terms are defined below (collectively, the “Guarantors,” and each a “Guarantor”), MIDMARKET CAPITAL PARTNERS, LLC, a Delaware limited liability company (“MMCP”), in its capacity as agent for the Lenders, as hereinafter defined (in such capacity, the “Agent”) and each of the financial institutions which is now or which hereafter becomes a party hereto as a lender (each individually a “Lende
SPIN-OFF AGREEMENTSpin-Off Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Arkansas
THIS SPIN-OFF AGREEMENT (this “Agreement”) is entered into as of this __ day of September 2010, by and among Sumotext Incorporated, a Nevada corporation (the “Company” or the “Seller”) and Timothy Miller and Jim Stevenson, each an individual (collectively the “Buyer”), and Sebring Software LLC, a Florida limited liability company (“Sebring”), each a “Party” and collectively the “Parties”, upon the following premises:
CONSULTING AGREEMENTConsulting Agreement • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Consulting Agreement (“Agreement”) is made between SEBRING SOFTWARE, INC. (“Company”), Dennis J. L. Buchman, DMD, P.L., a Florida professional limited liability company (“Consultant”), and Dennis J. L. Buchman, D.M.D. (“Buchman”) entered into and effective on April 25, 2013.
ASSET PURCHASE AGREEMENT by and among Hani “Sam” Tadros, D.D.S. and Implant, General & Cosmetic Dentistry of Tampa Bay, P.A., a Florida corporation, as Sellers and Sebring Management FL, LLC, a Florida limited liability company, and Alan D. Shoopak,...Asset Purchase Agreement • January 3rd, 2014 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of December 27, 2013, is entered into by and among Hani “Sam” Tadros, D.D.S. (“Dentist”), Implant, General & Cosmetic Dentistry of Tampa Bay, P.A., a Florida corporation (“IGCD,” and collectively with Dentist, “Sellers”) and Sebring Management FL, LLC, a Florida limited liability company (“SMFL”) and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A., a Florida corporation (“OGPA,” and collectively with SMFL, “Buyers”).
LICENSE AGREEMENTLicense Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications
THIS LICENSE AGREEMENT, by and between Engineering Consulting and Solutions, GMBH, with its principal office in Neumarkt, Germany (“ECS” or “Licensor”) and Sebring Software, LLC, a Florida limited liability company with its principal office in Sarasota County, Florida (“Sebring” or “Licensee” or “reseller”) (each a “Party” and together the “Parties”). The “Effective Date” hereof shall be the later of: (i) the date when the Advanced Payment has been made, or (ii) November 30, 2010.
ASSET PURCHASE AGREEMENT by and among Jan A. Simon, D.D.S. and Simon Orthodontic Centers, P.A., a Florida corporation, as Sellers and Sebring Management FL, LLC, a Florida limited liability company, and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A.,...Asset Purchase Agreement • January 8th, 2014 • Sebring Software, Inc. • Services-health services • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of December 27, 2013, is entered into by and among Jan A. Simon, D.D.S. (“Dentist”), Simon Orthodontic Centers, P.A., a Florida corporation (“SOC,” and collectively with Dentist, “Sellers”) and Sebring Management FL, LLC, a Florida limited liability company (“SMFL”) and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A., a Florida corporation (“OGPA,” and collectively with SMFL, “Buyers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Agreement and Plan of Merger (this “Agreement”), dated as of April 25, 2013, is entered into by and among Orthodontic Specialists Management, LLC, a Florida limited liability company (the “Company”), Alan D. Shoopak, D.M.D. (“Shoopak”) and Dennis J. L. Buchman, D.M.D. (“Buchman” and collectively with Shoopak, “Sellers”), Sebring Management FL, LLC, a Florida limited liability company (“Merger Sub”), and Sebring Software, Inc., a Nevada corporation (“Parent”). Each of Shoopak and Buchman may be referred to individually as a “Seller.” Parent and Merger Sub are sometimes referred to individually as a “Buyer” and collectively as “Buyers.”
SECURITY AGREEMENTSecurity Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Utah
This Security Agreement (the “Security Agreement”) is entered into and effective as of the 1st day of October, 2010, by and between Lester Petracca (the “Secured Party”) and Sebring Software, LLC, a Florida limited liability company (the “Company”). This Security Agreement is entered into to secure amounts owed to Secured Party pursuant to the terms of that certain Secured Promissory Note by and between Company and the Secured Party dated as of an even date herewith (the “Note”).
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • April 15th, 2011 • Sebring Software, Inc. • Telegraph & other message communications • Florida
THIS MANAGEMENT EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effect as of June 3rd, 2010 (the “Effective Date”), between SEBRING SOFTWARE, LLC (“Sebring”), a corporation organized under the laws of Florida, with a principal office at 1400 Cattleman Road, Suite D, Sarasota, Florida 34232, and Leif W. Andersen, (the “Employee”), a resident of Sarasota, Florida (each a “Party” and collectively the “Parties”).
REDEMPTION AND SECURITY AGREEMENTRedemption and Security Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications
This REDEMPTION AND SECURITY AGREEMENT (“Agreement”) dated as of October 22, 2010, is made and entered into by and among SEBRING SOFTWARE, LLC, a corporation Florida limited liability company (the “Company”), and DIE CON AG (“Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 11th, 2011 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Stock Purchase Agreement (this “Agreement”), dated as of July 1, 2011, by and among Xandros, Inc., a Delaware corporation with its offices located at 488 Madison Avenue, 3rd Floor, New York, New York 10016 (“Xandros”), Scalix, Inc., a Delaware corporation (“Scalix”), and Sebring Software Inc., a Nevada corporation with its offices at 1400 Cattlemen Road, Suite D, Sarasota, Florida 34232 (“Sebring”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 15th, 2011 • Sebring Software, Inc. • Telegraph & other message communications • New York
FIRST AMENDMENT TO SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENTSoftware Development and Consulting Agreement • February 27th, 2009 • SUMOTEXT, Inc. • Telegraph & other message communications • Arkansas
This First Amendment to Software Development and Consulting Agreement is made and entered into on February 24, 2009 (the “Effective Date”), between SUMOTEXT, Inc., (formerly Reminderbox, Inc.) (“SUMOTEXT”) and DataMethodology, LLC (“Consultant” and the “Agreement”), each individually a “Party” and collectively the “Parties.”
Asset Purchase AgreementAsset Purchase Agreement • January 8th, 2014 • Sebring Software, Inc. • Services-health services • Arizona
THIS AGREEMENT (the “Agreement”) made as of the 31st day of December, 2013 (the “Effective Date”) by and between Sebring Dental of Arizona, LLC, an Arizona limited liability company and/or assigns (the “Buyer”) and North Scottsdale Family Dentistry, PLLC, an Arizona professional limited liability company (“Seller”), Dr. Steven H. Poulos, an individual (“Poulos”), and Dr. Sid S. Stevens, an individual (“Stevens”). Seller, Poulos, and Stevens are collectively referred to herein as the “Seller Parties”.
SECOND AMENDMENT TO SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENTSoftware Development and Consulting Agreement • March 19th, 2009 • SUMOTEXT, Inc. • Telegraph & other message communications • Arkansas
This Second Amendment to Software Development And Consulting Agreement is made and entered into on March 11, 2009 (the “Effective Date”), between SUMOTEXT, Inc. (formerly Reminderbox, Inc.) (“SUMOTEXT”) and Atreides, LLC (“Consultant” and the “Agreement”), each individually a “Party” and collectively the “Parties.”
SETTLEMENT AGREEMENTSettlement Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • New York
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made as of October 1, 2010, by and among Lester Petracca (“Petracca”), and Sebring Software, LLC (“Sebring”).
SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENT BETWEEN REMINDERBOX, INC. AND TIM MILLER OF ATREIDES, LLCSoftware Development and Consulting Agreement • January 23rd, 2009 • SUMOTEXT, Inc. • Arkansas
REMINDERBOX. (Client) wishes to obtain, and Tim Miller of Atreides, LLC (Consultant) wishes to provide, software development and consulting services according to the following terms:
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Florida
THIS MANAGEMENT EMPLOYMENT AGREEMENT (the "Agreement") is entered into effect as of June 3rd, 2008 (the "Effective Date"), between SEBRING SOFTWARE, LLC ("Sebring"), a corporation organized under the laws of Florida, with a principal office at 1400 Cattleman Road, Suite D, Sarasota, Florida 34232, and Leif W. Andersen, (the "Employee"), a resident of Sarasota, Florida (each a "Party" and collectively the "Parties").
Asset Purchase AgreementAsset Purchase Agreement • May 1st, 2013 • Sebring Software, Inc. • Telegraph & other message communications • Arizona
THIS AGREEMENT (the “Agreement”) made as of the 25th day of March, 2013, between AAR Acquisition, LLC, an Arizona Limited Liability Company and/or assigns (the “Buyer”) and Byron J. Larsen, a married man, Jennifer Iacobelli, a married woman, Mitchell W. Ellingson, a married man, Kathryn Ellingson, a married woman, MEBL Dental Management, P.C., an Arizona Professional Corporation, Byron J. Larsen, DDS, PLLC, an Arizona Professional Limited Liability Company, Image Dentistry of Glendale, P.C., an Arizona Professional Corporation, Image Dentistry of Peoria, P.C., an Arizona Professional Corporation, and Dentelli Corp., an Arizona corporation (collectively, the “Seller”).
SHARE RESTRICTION AGREEMENTShare Restriction Agreement • January 3rd, 2014 • Sebring Software, Inc. • Telegraph & other message communications • Florida
This Share Restriction Agreement (this “Agreement”), dated as of December 27, 2013, is entered into by and among Hani “Sam” Tadros, D.D.S. (“Dentist”), Implant, General & Cosmetic Dentistry of Tampa Bay, P.A., a Florida corporation (“IGCD,” and collectively with Dentist, “Sellers”), Sebring Management FL, LLC, a Florida limited liability company (“SMFL”) and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A., a Florida corporation (“OGPA,” and collectively with SMFL, “Buyers”) and Sebring Software, Inc., a Nevada corporation (“Sebring”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • January 8th, 2014 • Sebring Software, Inc. • Services-health services • Florida
This Independent Contractor Agreement (the “Agreement”) is entered into effective as of December 27, 2013 (the “Effective Date”) by and between JAN A. SIMON, D.D.S., (“ORTHODONTIST”) and ALAN D. SHOOPAK, D.M.D., ORTHODONTIC GROUP, P.A., (“SHOOPAK”).
FIRST AMENDMENT TO SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENTSoftware Development and Consulting Agreement • February 27th, 2009 • SUMOTEXT, Inc. • Telegraph & other message communications • Arkansas
This First Amendment to Software Development And Consulting Agreement is made and entered into on February 24, 2009 (the “Effective Date”), between SUMOTEXT, Inc., (formerly Reminderbox, Inc.) (“SUMOTEXT”) and Atreides, LLC (“Consultant” and the “Agreement”), each individually a “Party” and collectively the “Parties.”
ContractShare Exchange and Reorganization Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Nevada
SHARE EXCHANGE AND REORGANIZATION AGREEMENT, dated as of October 25, 2010 (the “Agreement”), among SEBRING SOFTWARE LLC, a Florida limited liability company with offices located at 1400 Cattlemen Road, Suite D, Sarasota, Florida 34232 (“Sebring”); SUMOTEXT INCORPORATED, a Nevada corporation with offices located at 2100 Riverdale, Suite 200, Little Rock, Arkansas, 72202 (“PublicCo”); and THE BENEFICIAL MEMBERS OF SEBRING IDENTIFIED IN SCHEDULE A HERETO (the “Sebring Equityholders”).
SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENT BETWEEN REMINDERBOX, INC. AND ERIC WOODS OF DATAMETHODOLOGY, LLCSoftware Development and Consulting Agreement • January 23rd, 2009 • SUMOTEXT, Inc. • Arkansas
REMINDERBOX. (Client) wishes to obtain, and Eric Woods of DataMethodology, LLC (Consultant) wishes to provide, software development and consulting services according to the following terms:
