SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 26th, 2014 • Cross Click Media Inc. • Household audio & video equipment • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 24, 2014, by and between CROSS CLICK MEDIA, INC. f/k/a Co-Signer, Inc., a Nevada corporation, with headquarters located at 8275 South Eastern Avenue - Suite 200-661, Las Vegas, NV 89123 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the "Buyer").
Co-Signer, Inc. Convertible NoteConvertible Note • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • California
FOR VALUE RECEIVED, Co-Signer, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Black Mountain Equities, Inc. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • August 15th, 2013 • Co-Signer, Inc. • Household audio & video equipment • Nevada
THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 12, 2013 by and among Co-Signer, Inc., a Nevada corporation (“Parent”), Co-Signer Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Co-Signer.com, Inc., a Nevada corporation (the “Company”).
SECURITIES EXCHANGE AND SETTLEMENT AGREEMENTSecurities Exchange and Settlement Agreement • November 26th, 2014 • Cross Click Media Inc. • Household audio & video equipment • New York
This Securities Exchange and Settlement Agreement, dated as of November 13, 2014 (this "Agreement"), by and between Cross Click Media, Inc., a Nevada corporation (inclusive of any Subsidiaries, "Issuer"), and Beaufort Capital Partners LLC ("Investor") (Issuer and Investor may hereinafter be referred to individually as a "Party" or jointly as the "Parties").
ContractDebt Conversion Agreement • May 12th, 2015 • Cross Click Media Inc. • Household audio & video equipment • Nevada
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) 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.
Affiliate Agreement Effective Date: February 14, 2012Affiliate Agreement • August 15th, 2013 • Co-Signer, Inc. • Household audio & video equipment • Oregon
This Agreement and Exhibit A attached hereto contain the complete terms and conditions applicable to participation in the NTN Affiliate Program administered by NTN, Inc. As used in this Agreement, "NTN" means NTN, Inc., hereinafter "NTN" and "Affiliate" means the applicant, hereinafter Co-Signer.com. "NTN" also means the site that has its primary homepage identified by the URL www.NTNonline.com,and "site" means a World Wide Web site. "Your site" means any site that the Affiliate links to the NTNonline.com site, which is identified by the Affiliate in Exhibit B.
SYX DISTRIBUTION INC. VENDOR AGREEMENTVendor Agreement • July 20th, 2011 • Southern Products, Inc. • Sporting & athletic goods, nec • Florida
AFFILIATE MARKETING AGREEMENTAffiliate Marketing Agreement • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
This AFFILIATE MARKETING AGREEMENT (the “Agreement”) is made and entered into this 25th day of February, 2014 (“Effective Date”), by and between Co-Signer.com, Inc., a Nevada corporation, (the “Company”) and Contemporary Information Corporation, a California corporation (hereinafter referred to as “Agent”), collectively, Company and Agent shall be referred to
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • July 1st, 2011 • Southern Products, Inc. • Sporting & athletic goods, nec
For good and valuable consideration, Southern Products, Inc., a Nevada corporation, (“Maker”), hereby makes and delivers this Promissory Note and Security Agreement (this “Note”) in favor of CC Fund, LLC a Nevada Limited Liability Company, or its assigns (“Holder”), and hereby agrees as follows:
CONSULTING AGREEMENTConsulting Agreement • November 2nd, 2015 • Cross Click Media Inc. • Household audio & video equipment • Nevada
This Consulting Agreement (the "Agreement") is entered of September 15, 2015 for the “Term” (Section 1) between MCKEA Holdings, LLC. (the “Consultant”), and CrossClick Media, Inc. (the “Company"). The Company and the Consultant are collectively herein referred to as the “Parties.”
SETTLEMENT AGREEMENTSettlement Agreement • June 7th, 2013 • Southern Products, Inc. • Household audio & video equipment • California
THIS SETTLEMENT AGREEMENT (the "Agreement") states the terms of a settlement of claims and disputes reached among Zhuhai Yuehua Electronics Co., Ltd. ("Zhuhai") and Southern Products, Inc. and SigmacUSA, Inc. (collectively "SNPD"), and Edward Meadows ("Meadows"). SNPD, Meadows and Zhuhai may be referred to collectively herein as the "Parties" and individually as a "Party".
Gary Patterson, Consultant Agreement with Co-Signer, Inc.Consultant Agreement • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
This Agreement, effective as of March 1, 2014 (hereinafter "Effective Date", is between Co-Signer, Inc. and its subsidiaries and affiliated entities, (hereinafter the "Company") and Mr. Gary Patterson, (hereinafter the "Consultant") who hereby agrees to provide consulting services as follows:
AN AGREEMENT BETWEEN the FOUNDATION FOR A GREATER AMERICA, INC., & CROSSCLICK MEDIA, INC.Master Contractor Agreement • December 11th, 2014 • Cross Click Media Inc. • Household audio & video equipment • California
This AGREEMENT (“Agreement”) is entered into on December 2, 2014, by and between the Foundation For A Greater America, Inc. (“FFAGA”) having an office address at PO Box 3587, Tustin, CA 92781 and CrossClick Media, Inc. (“CCM”), having an address at 8275 S. Eastern Ave., Suite 200-661, Las Vegas, NV 89123. This Agreement is to identify the terms and the process structure by which CCM will provide Master Contractor services to FFAGA.
CLIENT SERVICE CONTRACT BETWEEN CO-SIGNER.COM AND IMAGINE MEDIA GROUP, LLC. This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into as of July 1,Client Service Contract • August 15th, 2013 • Co-Signer, Inc. • Household audio & video equipment • California
WHEREAS, CONTRACTOR shall be the provider of technical consulting and related services to CLIENT, and CLIENT hereby agrees to accept such technical consulting and services;
STATE OF SOUTH CAROLINAAccounts Receivable Purchase Agreement • January 17th, 2012 • Southern Products, Inc. • Household audio & video equipment • South Carolina
THIS AGREEMENT, made on the 21st day of December, 2011, by and between Associated Receivables Funding, Inc., a South Carolina corporation, having its principal office in the County of Greenville, State of South Carolina, herein referred to as “A/R Funding” and Southern Products, Inc. dba SIGMAC USA, of the County of Los Angeles, State of California herein referred to as “Client.”
CO-SIGNER, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 13, 2014 for the period starting December 16, 2013 (the “Effective Date”), is made between Co-Signer, Inc., a Nevada corporation (the “Company”), and Kurtis A. Kramarenko aka Kurt A. Kramarenko (the “Executive”).
Joseph W. Abrams, Consultant Agreement with Co-Signer, Inc.Consultant Agreement • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
This Agreement, effective as of February 26, 2014 (hereinafter "Effective Date", is between Co-Signer, Inc. and its subsidiaries and affiliated entities, (hereinafter the "Company") and Mr. Joseph W. Abrams, (hereinafter the "Consultant") who hereby agrees to provide consulting services as follows:
Steve Smith Consultant Agreement with Co-Signer, Inc.Consultant Agreement • January 21st, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
This Agreement, effective as of January 2, 2014 (hereinafter “Effective Date”, is between Co-Signer, Inc. and its subsidiaries and affiliated entities, (hereinafter the “Company”) and Mr. Steve J. Smith, (hereinafter the “Consultant”) who hereby agrees to provide consulting services as follows:
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 11th, 2013 • Southern Products, Inc. • Household audio & video equipment • Nevada
For good and valuable consideration, Southern Products Inc., a Nevada corporation, ("Maker"-), and Cane Clark LLP, a Nevada limited liability partnership ("Holder") hereby amend the Promissory Note and Security Agreement dated June 29,2012, and previously issued by Maker to Holder, (the "Note"') as set forth herein.
CLIENT SERVICE CONTRACT BETWEENTechnical Consulting and Services Agreement • June 1st, 2015 • Cross Click Media Inc. • Household audio & video equipment • California
This Technical Consulting and Services Agreement (the "Agreement") is entered into as of May 27, 2015 between the following two parties:
DISTRIBUTION AGREEMENTDistribution Agreement • June 29th, 2011 • Southern Products, Inc. • Sporting & athletic goods, nec
THIS DISTRIBUTION AGREEMENT ("Agreement") is entered into this 23 day of June, 2011, by and between WINTEC, (“Wintec Industries. Inc.”), a California corporation, having its principal place of business at 675 Syculllore Drive, Milpitas, California, 95035 and Sigmac USA ("Vendor"), a California corporation, having its principle place of business at 13668-B Valley Blvd., City or Industry, CA 91746.
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 31, 2013 (the “Effective Date”), is made between Co-Signer, Inc., a Nevada corporation (the “Company”), and Darren M. Magot (the “Executive”).
SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 8th, 2013 • Co-Signer, Inc. • Household audio & video equipment
For good and valuable consideration, Co-Signer, Inc. (fka Southern Products, Inc.), a Nevada corporation, (“Maker”), and Cane Clark LLP, a Nevada limited liability partnership (“Holder”) hereby amend the Promissory Note and Security Agreement dated June 29, 2012, as amended on November 30, 2012, issued by Maker to Holder, (the “Note”) as set forth herein.
MARKETING AFFINITY PROGRAMMarketing Affinity Program Agreement • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • California
THE AGREEMENT is made between Contemporary Information Corporation, (hereinafter referred to as "CIC") and Co-Signer.com, Inc. J hereinafter referred to as "AGENT"), is made with reference to the following facts.
SETTLEMENT TERM SHEETSettlement Agreement • April 29th, 2013 • Southern Products, Inc. • Household audio & video equipment
THIS SETTLEMENT TERM SHEET (the "Agreement") is intended to state the essential terms of a settlement of claims and disputes reached among Anhui Technology Import and export Co. Ltd. ("AhTech") and Southern Products, Inc. and SigmacUSA, Inc. (Collectively "SNPD"). SNPD and AhTech may be referred to collectively herein as the "Parties" and individually as a "Party".
SERVICES AGREEMENTServices Agreement • April 15th, 2014 • Co-Signer, Inc. • Household audio & video equipment • California
This Services Agreement (this "Agreement") is entered into as of November 01, 2013 by and between IRTH Communications, LLC, a Nevada limited liability company ("IRTH"), and Co-Signer, Inc., a Nevada corporation, located at 6250 Mountain Vista Street, Suite CI, Henderson, NV 89014 ("Company"), based on the following facts:
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • June 2nd, 2011 • Southern Products, Inc. • Sporting & athletic goods, nec • Nevada
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of June 1, 2010, by Southern Products, Inc., a Nevada corporation (“Assignor”), and Tyler Richard (“Assignee”).
ACCOUNTS RECEIVABLE PURCHASE & SECURITY AGREEMENTAccounts Receivable Purchase & Security Agreement • March 6th, 2012 • Southern Products, Inc. • Household audio & video equipment • California
This Accounts Receivable Purchase & Security Agreement (the "Agreement"), effective January 11, 2012. Is entered into by and between SOUTHERN PRODUCTS, INC. a Nevada Corporation doing business as SIGMAC USA (hereafter "Client") and PACIFIC BUSINESS CAPITAL CORPORATION. a California corporation (hereinafter "PBCC"). The parties agree as follows:
Commercial Sublease AgreementCommercial Sublease Agreement • November 2nd, 2015 • Cross Click Media Inc. • Household audio & video equipment
This Commercial Lease Agreement ("Sublease") is made and effective June 1, 2015, by and between Foundation for a Greater America, Inc. ("Tenant") and CrossClick Media, Inc. ("Subtenant"). Tenant is the lessor of land and improvements commonly known and numbered as 150 Paularino Avenue, Suite C127, Costa Mesa, CA 92626. Tenant desires to lease the Leased Premises to Subtenant, and Subtenant desires to lease part of, as designated in section “2.” below, the Leased Premises from Tenant for the term, at the rental and upon the covenants, conditions and provisions herein set forth. The lease between Tenant and Landlord is attached as part of this Sublease Agreement. THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. Tenant hereby leases the Leased Premises to Subtenant, and Subtenant hereby leases the same from Tenant, for an "Initial Term" beginning June 1, 2015 and ending May 31, 2018. On June
CERTIFICATE OF DESIGNATION OF CROSS CLICK MEDIA, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes CLASS B CONVERTIBLE PREFERRED STOCKCertificate of Designation • May 12th, 2015 • Cross Click Media Inc. • Household audio & video equipment
On behalf of Cross Click Media, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
Charles J. Kalina, III Consultant Agreement with Co-Signer, Inc.Consultant Agreement • January 21st, 2014 • Co-Signer, Inc. • Household audio & video equipment • Nevada
This Agreement, effective as of January 2, 2014 (hereinafter “Effective Date”, is between Co-Signer, Inc. and its subsidiaries and affiliated entities, (hereinafter the “Company”) and Mr. Charles J. Kalina, III, (hereinafter the “Consultant”) who hereby agrees to provide consulting services as follows:
FIVE9 MASTER SERVICES AGREEMENTMaster Services Agreement • November 26th, 2014 • Cross Click Media Inc. • Household audio & video equipment • New York
This Five9 Master Services Agreement (“Agreement”), effective as of the Customer signature date below (“Effective Date”), in entered into by and between Five9, Inc., a Delaware corporation (“Five9”), having offices 4000 Executive Parkway, Suite 400, San Ramon, CA 94583 and CrossClick Media Inc. (“Customer”), located at 3625 W McArthur blvd, Suite 302, Santa Ana, CA 92704.
REAL ESTATE LEASELease Agreement • August 15th, 2013 • Co-Signer, Inc. • Household audio & video equipment • Nevada
This Lease Agreement (this "Lease") is made effective as of February 10,2013, by and between Bruner/Stoddard Partners ("Landlord") and James Hodgins ("Tenant"). The parties agree as follows:
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 11th, 2013 • Southern Products, Inc. • Household audio & video equipment
For good and valuable consideration, Southern Products Inc., a Nevada corporation, ("Maker"), hereby makes and delivers this Promissory Note and Security Agreement (this "Note") in favor of CANE CLARK LLP, a Nevada limited liability partnership or its assigns ("Holder"), and hereby agree as follows:
FORM OF POSTING AGREEMENTPosting Agreement • May 20th, 2014 • Co-Signer, Inc. • Household audio & video equipment • New York
THIS POSTING AGREEMENT (the “Agreement”) is made as of this 2nd day of April, 2014, by and between YouFunding Inc., a Delaware corporation (“YouFunding”) and Co-Signer, Inc., a Nevada corporation (Co-Signer”), to engage YouFunding to act as the Company’s online intermediary technology platform in connection with the Company’s proposed private placement offering (the “Offering”) in an amount of up to $1,250,000 (with a minimum aggregate principal amount of $250,000 (the “Securities”) of [type of securities] issued by the Company.
