REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2012 • Luxeyard, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of May, 2012 by and among Luxeyard, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2012 • Luxeyard, Inc. • Services-business services, nec • California
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of March 15, 2012 is made by and among LY RETAIL LLC, a limited liability company organized under the laws of California (the “Company”), LUXEYARD, INC., a corporation organized under the laws of Delaware and parent of the Company (the “Parent”) and Christian Vega (the “Executive”). Each of the Company, the Parent and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2011 • Top Gear Inc • Services-business services, nec • Texas
We are registering the shares of common stock previously issued and the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
LOCK-UP AGREEMENTLock-Up Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Texas
This LOCK-UP AGREEMENT (this “Agreement”), dated as of November 8, 2011, is made by and between TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”), and KHALED ALATTAR (the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
LOCK-UP/LEAK-OUT AGREEMENTLock-Up/Leak-Out Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Texas
This LOCK-UP/LEAK-OUT AGREEMENT (this “Agreement”), dated as of November 8, 2011, is made by and between TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”), and AMIR MIRESKANDARI (the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2012 • Luxeyard, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of May 24, 2012 by and among LUXEYARD, INC., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SUBSCRIPTION AGREEMENT TOP GEAR INC.Subscription Agreement • September 21st, 2010 • Top Gear Inc • Services-business services, nec • Delaware
THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement”), by and between Top Gear Inc., a Delaware corporation (the “Corporation”), and the subscriber, who is not a resident of the U.S. and whose name and signature appear on the signature page hereof (“Subscriber”), is effective as of ___________________.
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • April 27th, 2012 • Luxeyard, Inc. • Services-business services, nec • New York
This Debenture Purchase Agreement (this “Agreement”) is dated as of January [ ], 2012 between Luxeyard, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), and each of the entities and persons identified on the signature pages hereto (including their successors and assigns, each a “Purchaser” and collectively the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2011 • Top Gear Inc • Services-business services, nec • Texas
This SUBSCRIPTION AGREEMENT (“Agreement”), dated as of December 15, 2011, is made by and among TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”) and each of the Persons listed on Schedule I hereto (collectively, the “Investors,” and individually an “Investor”). Each of the Company and Investors are referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2012 • Luxeyard, Inc. • Services-business services, nec • California
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 8, 2011, as revised, is made by and among LY RETAIL LLC, a limited liability company organized under the laws of California (the “Company”), TOP GEAR INC., a corporation organized under the laws of Delaware and parent of the Company (the “Parent”) and Steve Beauregard (the “Executive”). Each of the Company, the Parent and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES EXCHANGE AGREEMENT BY AND AMONG TOP GEAR INC. OMRI AMOS SHALOM AKIVA BERGMAN AND AMIR MIRESKANDARI KHALED ALATTAR AND LY RETAIL, LLC d/b/a LUXEYARD.COM Dated as of: NOVEMBER 8, 2011Securities Exchange Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Nevada
This SECURITIES EXCHANGE AGREEMENT (“Agreement”), dated as of November 5, 2011, is made by and among TOP GEAR INC., a corporation organized under the laws of Delaware (the “Acquiror”), OMRI AMOS SHALOM and AKIVA BERGMAN (collectively, the “Acquiror Principal Shareholders,” and individually an “Acquiror Principal Shareholder”), LY RETAIL LLC d/b/a LUXEYARD.COM, a limited liability company organized under the laws of Texas (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are members of the Acquiree (collectively, the “Acquiree Members,” and individually an “Acquiree Member”). Each of the Acquiror, Acquiror Principal Shareholder, Acquiree and Acquiree Members are referred to herein individually as a “Party” and collectively as the “Parties.”
SEVERANCE AGREEMENTSeverance Agreement • March 2nd, 2012 • Luxeyard, Inc. • Services-business services, nec • California
This SEVERANCE AGREEMENT (this “Agreement”) is entered into as of December 20, 2011 by and among LY RETAIL, LLC, a Texas limited liability company (the “Company”), TOP GEAR INC., a corporation organized under the laws of Delaware and parent of the Company (the “Parent”) and KEVIN WALKER (“Employee”). The Parent and Company are collectively referred to herein as the “Luxeyard Parties” and each as a “Luxeyard Party.” The Company, Parent and Employee are collectively referred to herein as the “Parties” and each as a “Party.”
CONTRIBUTION AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Delaware
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 8, 2011, by and between TOP GEAR INC. (the “Parent”), and TGRE SubCo, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONSULTING AGREEMENTConsulting Agreement • July 12th, 2010 • Top Gear Inc • New York
This Consulting Agreement (the “Agreement”) is made as of this June 7, 2010 (the “Effective Date”), by and between Top Gear Inc., (hereinafter the "Company") and Moshe Perl, with offices at 102 Sanhedria Murhevet St. Suite 8, Jerusalem, Israel (hereinafter called the "Consultant").
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2012 • Luxeyard, Inc. • Services-business services, nec • California
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 8, 2011, is made by and among LY RETAIL LLC, a limited liability company organized under the laws of California (the “Company”), TOP GEAR INC., a corporation organized under the laws of Delaware and parent of the Company (the “Parent”) and BRADEN RICHTER (the “Executive”). Each of the Company, the Parent and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT OF SALEAgreement of Sale • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Delaware
THIS AGREEMENT OF SALE (this “Agreement”) is entered into as of November 8, 2011, by and between TOP GEAR INC. (the “Company”) and OMRI AMOS SHALOM (“Shalom”) and AKIVA BERGMAN (“Bergman”) (collectively, the “Shareholders,” and individually a “Shareholder”).
ASSET PURCHASE AGREEMENT AMONG LY Retail LLC AND eOPULENCE, LLC. AS OF FEBRUARY 22, 2012, as revisedAsset Purchase Agreement • April 16th, 2012 • Luxeyard, Inc. • Services-business services, nec • Delaware
COMMON STOCK PURCHASE WARRANT LUXEYARD, INC.Security Agreement • May 25th, 2012 • Luxeyard, Inc. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MAXIM PARTNERS LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Luxeyard, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
