SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 29th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 29, 2014, by and between APT MOTO VOX GROUP, INC., a Delaware corporation, with headquarters located at 8844 Hillcrest Road, Kansas City, Missouri 64138 (the “Company”), and AUCTUS PRIVATE EQUITY FUND, LLC, a Delaware limited liability company, with its address at 101 Arch Street, 20th Floor, Boston, MA 02110 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2011, by and between FROZEN FOOD GIFT GROUP, INC. a Delaware corporation (the “Company”), and TANGIERS INVESTORS, LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2012 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
THIS AGREEMENT dated as of the 15th day of September, 2011 (the “Agreement”) between TANGIERS INVESTORS, LP, a Delaware limited partnership (the “Investor”), and FROZEN FOOD GIFT GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the“Company”).
10% CONVERTIBLE PROMISSORY NOTEFrozen Food Gift Group, Inc • April 15th, 2014 • Retail-catalog & mail-order houses • California
This Note (“Note” or “Note”) is a duly authorized Convertible Promissory Note of FROZEN FOOD GIFT GROUP INC a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 10% Convertible Promissory Note Due November 19, 2014 (“Maturity Date”) in the original principal amount of ten thousand seven hundred seventy two dollars ($10,772.00) (the “Note”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 14th, 2014 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made as of October 9, 2013 by and between Frozen Food Gift Group, Inc., a Delaware corporation with principal offices at 7825 Fay Avenue, Suite 200 La Jolla, CA 92037 (the "Company") and Tangiers Investors, LP, a Delaware limited partnership with principal offices at 501 W Broadway, Suite 800 San Diego CA 92101 ("Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.
EXCHANGE AGREEMENTExchange Agreement • August 20th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of May 12, 2014 is entered into by and between FROZEN FOOD GIFT GROUP, INC. (f/k/a American Performance Technologies, LLC), a Delaware corporation with principal address at 8895 Towne Centre Drive, Suite 105, San Diego CA 92122 (the “Company”) and Tangiers Investment Group, LLC, a Delaware limited liability company with principal address at 501 W Broadway, Suite 800, San Diego, CA 92101 (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.
Commercial Lease AgreementCommercial Lease Agreement • May 14th, 2010 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
This Agreement (Lease) is entered into on this 26TH day of OCTOBER, 2009, by and between Winaway International, Inc. (Landlord), and FROZEN FOOD GIFT GROUP, INC. (Tenant). Landlord is the owner of land and improvements whose address is: 8067 QUARTERFIELD RD, SEVERN, MD 21144. Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the provisions set forth herein.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2014 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made as of November 19, 2013 by and between Frozen Food Gift Group, Inc., a Delaware corporation with principal offices at 7825 Fay Avenue, Suite 200 La Jolla, CA 92037 (the "Company") and Tangiers Investors, LP, a Delaware limited partnership with principal offices at 501 W Broadway, Suite 800 San Diego CA 92101 ("Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.
EXCHANGE AGREEMENTExchange Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
NEWCO ICE CREAM INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • May 14th, 2010 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • Nevada
This Independent CONTRACTOR Agreement (the “Agreement”) is made and entered into as of this 31st day of July, 2009, by and between Newco Ice Cream, Inc., a Nevada corporation (the “Company”) and Joseph Masters and Phillip Nagele, (“Contractors”).
FROZEN FOOD GIFT GROUP, INC. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • May 14th, 2010 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • Delaware
This Independent CONTRACTOR Agreement (the “Agreement”) is made and entered into as of this 8TH day of JANUARY, 2010, by and between Frozen Food Gift Group, Inc., a Delaware corporation (the “Company”) and Judd Handler, (“Contractor”), residing in Encinitas, California, respectively.
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement and Stipulation • February 14th, 2014 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • Florida
THIS SETTLEMENT AGREEMENT and STIPULATION dated as of February , 2014 by and between Frozen Food Gift Group, Inc. (“Frozen” or the “Company”), a corporation formed under the laws of the State of Delaware, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company.
ContractExchange Agreement • May 16th, 2014 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
MARCH 27, 2013 Item 2.01 Completion of Acquisition or Disposition of Assets. On March 21, 2014, Frozen Food Gift Group, Inc., (“Company” or “FROZ”) entered into a Share Exchange Agreement (“Agreement”) with APT Group, Inc., (“APT”) pursuant to which the shareholders of APT exchanged up to one hundred percent (100%) of the total issued and outstanding shares of APT (“APT Shares”) for Company Shares (“Exchange Shares”), resulting in APT being a wholly-owned or controlled subsidiary of the Company, and the Company being controlled by the existing shareholders of APT. The Agreement was consummated (the “Closing”) on March 27, 2014, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. In mutual agreement, FROZ and APT amended the Agreement by waiving any conditions of the Agreement that have not yet been satisfied with the understanding that these items will be resolved post closing. Item 3.02 Unregistered Sales of Equity Securities. In con
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 20th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made as of May 1, 2013 by and between Frozen Food Gift Group, Inc., a Delaware corporation with principal offices at 7825 Fay Avenue, Suite 200 La Jolla, CA 92037 (the "Company") and Tangiers Investors, LP, a Delaware limited partnership with principal offices at 402 W Broadway, Suite 400 San Diego CA 92101 ("Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.
LEASE AGREEMENT BETWEEN McCLEARY MARITIME PROPERTIES, LLC AND FROZEN FOOD GIFT GROUP, INC. McCleary Maritime PropertiesLease • January 21st, 2011 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • Maryland
THIS LEASE is made as of the 23rd day of September, 2010, between McCleary Maritime Properties, LLC having an address at 301 Fourth Street, Annapolis, Maryland 21403 (thereinafter called "Landlord"), and Frozen Food Gift Group, Inc. having an address at 8210 Whitebark Lane, Severn, MD 21144 (hereinafter called "Tenant").
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • November 20th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • Missouri
This Settlement Agreement and Mutual Release (the “Agreement”) is made, entered into and executed as of the Effective Date by and between APT Group, Inc. d/b/a MotoVox, and APT IP Holdings, LLC, each a Missouri Corporation with its principal place of business in Kansas City, Missouri (collectively, “MotoVox”), on one hand, and Monster Moto, LLC, a Texas limited liability company with its principal place of business in Garland, Texas (“Monster Moto”), on the other. MotoVox and Monster Moto are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”
OPTION TO CONVERT COMMON STOCK INTO PREFERRED STOCK AT FUTURE DATEConvert Common Stock • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
Effective this 16th day of February, 2012, Tangiers Investors, LP,(“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), hereby agree as follows: Whereas, concurrently with the execution of the Agreement, Tangiers purchased 9,118,108 restricted shares of the Company’s Common Stock; Now, therefore, for one dollar in hand and other valuable consideration, receipt of which is hereby acknowledged, agree as follows:
PRE-INCORPORATION AGREEMENTPre-Incorporation Agreement • March 11th, 2010 • Frozen Food Gift Group, Inc • Delaware
This Agreement (“Agreement”) is made and entered into as of January 2, 2009 to memorialize an oral agreement made on that date by and between Matthew L. Schissler (“Schissler”) and Jonathan Irwin (“Irwin”).
ANP INDUSTRIES, INC.Frozen Food Gift Group, Inc • June 3rd, 2011 • Retail-catalog & mail-order houses
This Engagement Letter memorializes the nature, scope and terms of ANP’s employment, our understanding and agreement as to the services ANP will render, and the legal services that will be rendered by the law firm of D & A to FROZEN while the bills for such legal services rendered to FROZEN will be paid by ANP.
LOAN PURCHASE AGREEMENTLoan Purchase Agreement • November 18th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • Missouri
This Loan Purchase Agreement (“Agreement”), dated as of October 17, 2014 (the “Effective Date”), between APT LEVERAGE LENDER, LLC, a Missouri limited liability company (“Seller”), CERNER CORPORATION, INC., a Delaware corporation (“Purchaser”), and APT INVESTMENT FUND, LLC, a Missouri limited liability company (“Maker”).
PURCHASE AGREEMENTPurchase Agreement • September 12th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses
THIS PURCHASE AGREEMENT, (this “Purchase Agreement”) is made and entered into as of the 11th day of September, 2014, by and between APT MotoVox Group Inc., located at 8844 Hillcrest Road, Kansas City, Missouri 64138 (hereinafter referred to as “Buyer”), and Ocean Group, located at 45-7 Tsao Hsin Road, Daliao District, Kaohsiung, Taiwan, R.O.C., Ocean Stainless, located at 45-7 Tsao Hsin Road, Daliao District, Kaohsiung, Taiwan, R.O.C., Avesta International Corporation, 220, Meishu East 6th Street, Gushan District, Kaohsiung, Taiwan, R.O.C., Martyn Castelein, individually for purposes of personal guarantee only under section 6(j) hereinafter, located at #220 Meishu East Rd., 6th St.Ku-Shan District Kaohsiung, Taiwan R.O.C. Post Code 804 Taiwan, R.O.C., and Jojo Castelein, individually for purposes of personal guarantee only under section 6(j) hereinafter, located at #220 Meishu East Rd., 6th St.Ku-Shan District Kaohsiung, Taiwan R.O.C. Post Code 804 Taiwan R.O.C. (hereinafter collective
DEBT SECURITIES ASSIGNMENTAND PURCHASE AGREEMENTDebt Securities Assignmentand Purchase Agreement • August 22nd, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • New York
This Debt Securities Assignment and Purchase Agreement (this “Agreement”) is made as of August 20, 2014by and among Lawrence A. Carrell, Trustee of the Lawrence A. Carrell Trust (“Assignor”), WHC Capital, LLC (“Assignee”), APT Motovox Group, Inc., a Delaware corporation (inclusive of any subsidiaries, “Debtor”)(Assignor, Assignee and Debtor may hereinafter be referred to individually as a “Party” or collectively as the “Parties”).
ADDENDUM TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
That certain Securities Purchase Agreement (the “Agreement”), dated the 15th day of September, 2011, by and between Tangiers Investors, LP, (“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), is hereby modified and amended as follows:
EXCHANGE AGREEMENTExchange Agreement • August 20th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of April 28, 2014 is entered into by and between FROZEN FOOD GIFT GROUP, INC. (f/k/a American Performance Technologies, LLC), a Delaware corporation with principal address at 8895 Towne Centre Drive, Suite 105, San Diego CA 92122 (the “Company”) and Tangiers Investment Group, LLC, a Delaware limited liability company with principal address at 501 W Broadway, Suite 800, San Diego, CA 92101 (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 18th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • Missouri
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 17, 2014 (the “Effective Date”) among Cerner Property Development, Inc., a Delaware corporation, its successors and assigns (“Purchaser”), APT Real Estate, LLC, a Missouri limited liability company ("APT Real Estate"), and APT IP Holdings, LLC, a Wyoming limited liability company ("APT IP") (APT Real Estate and APT IP are collectively, jointly and severally, “Seller”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties” and each of the Parties is sometimes singularly referred to herein as a “Party”.
OPTION TO CONVERTCOMMON STOCK INTOPREFERRED STOCKAT FUTURE DATEConvertcommon Stock • August 1st, 2012 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses
Effective this 16th day of February, 2012, Tangiers Investors, LP,(“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), hereby agree as follows: Whereas, concurrently with the execution of the Agreement, Tangiers purchased 9,118,108 restricted shares of the Company’s Common Stock; Now, therefore, for one dollar in hand and other valuable consideration, receipt of which is hereby acknowledged, agree as follows:
RICE ADDENDUM TO SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • November 20th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses
This Addendum to Settlement Agreement and Mutual Release (the “Addendum”) is made, entered into and executed as of the Effective Date by and between APT Group, Inc. d/b/a MotoVox, a Missouri corporation with its principal place of business in Kansas City, Missouri, APT IP Holdings, LLC, APT Powersport and Utility Products, LLC and American Performance Technologies, LLC (collectively, “MotoVox”), on one hand, and Northern Group, Inc. (“Northern Group”), Olen Rice, an individual, (“Rice”)
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • November 20th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • Missouri
This Settlement Agreement and Mutual Release (the “Agreement”) is made, entered into and executed as of the Effective Date by and between APT Group, Inc. d/b/a MotoVox, a Missouri corporation with its principal place of business in Kansas City, Missouri, APT IP Holdings, LLC, APT Powersport and Utility Products, LLC and American Performance Technologies, LLC (collectively, “MotoVox”), on one hand, and Northern Group, Inc. (“Northern Group”), Olen Rice, an individual, Robert A. Rice, Sr. (“Tony Rice”), an individual, Jon Umsted, an individual, Marketing Operations Advisors, Inc. (“Marketing Operations”), Kenneth Francis, an individual, Scott Holmes, an individual, and Kart Mart, on the other (Northern Group, Inc., Olen Rice, Robert A. Rice, Sr., Jon Umsted, Marketing Operations Advisors, Inc., Kenneth Francis, Scott Holmes, and Kart Mart shall be referred to as the “Individual Parties & Entities.”). MotoVox and Northern Group, Olen Rice, Tony Rice, Jon Umsted, Marketing Operations, Kenn
MUTUAL GENERAL RELEASEMutual General Release • May 20th, 2014 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
THIS MUTUAL GENERAL RELEASE (this “Release”) is made and entered into, as of March 12, 2014 (“Effective Date”) by and between Frozen Food Gift Group, Inc. (“FROZ”), on the one hand, and Philip Nagele and Joseph Masters (“Nagele/Masters”), on the other hand. Each of the aforementioned may be referred to collectively as the “Parties” and each individually as a “Party” herein.
SECURITIES EXCHANGE AND SETTLEMENT AGREEMENTSecurities Exchange and Settlement Agreement • August 22nd, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • New York
This Securities Exchange and Settlement Agreement, dated as of August 20, 2014 (this “Agreement”), between APT Motovox Group Inc., a Delaware corporation (inclusive of any Subsidiaries, “Issuer”), and WHC Capital, LLC, a Delaware limited liability company (“Investor”) (Issuer and Investor may herein after be referred to individually as a “Party” or jointly as the “Parties”).
OPTION TO CONVERT COMMON STOCK INTO PREFERRED STOCK AT FUTURE DATEFrozen Food Gift Group, Inc • May 14th, 2012 • Retail-catalog & mail-order houses
Effective this 16th day of February, 2012, Tangiers Investors, LP, (“Tangiers”) and Frozen Food Gift Group, Inc. (the “Company”), hereby agree as follows:
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 15th, 2013 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • California
This Independent Contractor Agreement ("Agreement") is made and effective this April 30, 2012, by and between Tangiers Investors, LP ("Consultant") and Frozen Food Gift Group, Inc. ("Company").
ASSIGNMENT, ASSUMPTION AND MODIFICATION OF LEASE AGREEMENTAssignment, Assumption and Modification of Lease Agreement • November 18th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses
This Assignment, Assumption and Modification of Lease Agreement ("Agreement") is made as of the 5th day of November, 2014 (the “Effective Date”), by and between APT REAL ESTATE, LLC, a Missouri limited liability company (“Assignor”), CERNER PROPERTY DEVELOPMENT, INC., a Delaware corporation (“Assignee”), and AMERICAN PERFORMANCE TECHNOLOGIES, LLC, a Wyoming limited liability company ("Tenant").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 12th, 2014 • APT Motovox Group, Inc. • Retail-catalog & mail-order houses • Kansas
THIS ASSET PURCHASE AGREEMENT, (this “Asset Purchase Agreement”) is made and entered into as of the 8th day of September, 2014, by and between APT MotoVox Group, Inc. (hereinafter referred to as “MotoVox” or “Buyer”), on the one hand, and Charles Carothers, doing business as Moto Fusion, International Motorsport Marketing Services, LLC, Cameron Woods, and Missing Link LLC, (collectively, “Sellers”), on the other hand.
PRE-INCORPORATION AGREEMENTPre-Incorporation Agreement • May 14th, 2010 • Frozen Food Gift Group, Inc • Retail-catalog & mail-order houses • Delaware
This Agreement (“Agreement”) is made and entered into as of January 2, 2009 to memorialize an oral agreement made on that date by and between Matthew L. Schissler (“Schissler”) and Jonathan F. Irwin (“Irwin”).
