OverNear, Inc. Sample Contracts

WARRANT
Common Stock Purchase Warrant • May 13th, 2013 • OverNear, Inc. • Services-motion picture & video tape production

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, and its Permitted Designees (as defined herein) (collectively, 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 (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from OverNear, Inc., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). 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).

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FORM OF WARRANT
OverNear, Inc. • December 5th, 2012 • Services-motion picture & video tape production

This Warrant is one of a series of warrants issued pursuant to that certain Confidential Private Placement Memorandum, dated August 6, 2012, as the same may be amended or supplemented from time to time (the “Memorandum”), pursuant to which the Company is offering (the “Offering”) units (the “Units”) consisting of Series A Convertible Preferred Stock and Warrants (of which this Warrant is one) exercisable for shares of Common Stock of the Company. The Holder has purchased Units pursuant to that certain Subscription Agreement, dated as of the date hereof, by and between the Company and the Holder (the “Subscription Agreement”).

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OFFICE LEASE
Office Lease • August 27th, 2013 • OverNear, Inc. • Services-motion picture & video tape production • California

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the "Premises"). The outline of the Premises is set forth in Exhibit A attached hereto. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the "TCCs") herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such TCCs by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the "Building," as that term is defined in this Article 1, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas," as that term is defined in this Article

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EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2010 • Awesome Living, Inc. • California

This Employment Agreement (the “Agreement”) is entered into as of September 13, 2010, by and between Fred E. Tannous (the “Executive”) and AWESOME LIVING, INC., a Nevada corporation (the “Company”).

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CONTRIBUTION AGREEMENT
Contribution Agreement • September 15th, 2010 • Awesome Living, Inc. • California

This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 9, 2010 by and between uKarma Corporation, a Nevada corporation (“uKarma”), and Awesome Living, Inc., a Nevada corporation (“Awesome Living”).

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Amended and Restated Subscription Agreement
Subscription Agreement • December 5th, 2012 • OverNear, Inc. • Services-motion picture & video tape production • New York
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CONSULTING AGREEMENT
Consulting Agreement • November 9th, 2010 • Awesome Living, Inc. • Services-motion picture & video tape production • New York

This Consulting Agreement (the “Agreement”) is entered into as of April 19, 2006, by and between between UKARMA CORPORATION, with its principal office located at 770 Broadway, 2nd Floor, New York, NY 10003 (the “Company”) and MR. ERIC PASKEL residing at 6918 West Knollwood Circle, West Bloomfield MI 48322 (the "Consultant").

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AMENDED AND RESTATED MERGER AGREEMENT by and among Galen Capital Corporation a Nevada corporation and Innolog Holdings Corporation, a Nevada corporation on the one hand; and uKarma Corporation, a Nevada corporation, and GCC Merger Sub Corporation, a...
Merger Agreement • November 9th, 2010 • Awesome Living, Inc. • Services-motion picture & video tape production • Nevada

This Amended And Restated Merger Agreement, dated as of August 11, 2010 (this “Agreement”), is made and entered into by and among Galen Capital Corporation, a Nevada corporation (“GCC”) and Innolog Holdings Corporation (“Innolog”), on the one hand; and GCC Merger Sub Corporation, a Nevada corporation (the “Merger Sub”) and uKarma Corporation, a publicly traded Nevada corporation (OTCBB: UKMA.OB) (“uKarma”) on the other hand. This Agreement amends and restates that certain Merger Agreement by and among GCC, Merger Sub and uKarma dated as of October 15, 2009 and amended by that certain First Amendment to the Merger Agreement dated as of December 18, 2009 (as amended, “Prior Agreement”).

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DIRECTOR AGREEMENT
Director Agreement • May 14th, 2015 • Rowl, Inc. • Services-computer processing & data preparation • California

This DIRECTOR AGREEMENT is made as of this 28th day of April, 2015 (the "Agreement"), by and between Rowl, Inc., a Nevada corporation (the “Company”) and C. Edward Carter (the “Director”).

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Master Service Agreement (MSA)
Master Service Agreement • August 5th, 2011 • OverNear, Inc. • Services-motion picture & video tape production • California

This MASTER SERVICE AGREEMENT, (“Agreement”) dated as of July 15, 2011 by Square One Solutions, Inc., a California corporation, whose business address is 2525 Main Street, Ste. #110, Santa Monica, CA 90405 (“Square One”), and OverNear, Inc., a Nevada corporation, whose address is 9595 Wilshire Blvd., Suite 900, Beverly Hills, CA 90212 (“Client”).

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ADVISORY BOARD AGREEMENT
Advisory Board Agreement • May 20th, 2013 • OverNear, Inc. • Services-motion picture & video tape production • California

THIS ADVISORY BOARD AGREEMENT is made effective as of April 11, 2013, (the "Effective Date") by and between OverNear, Inc., a Nevada corporation (the "Company"), and (the "Advisor").

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2011 • OverNear, Inc. • Services-motion picture & video tape production

This Amendment, entered into on March 15, 2011, hereby amends certain sections of the Employment Agreement dated as of September 13, 2010 by and between Fred E. Tannous (the “Executive”) and AWESOME LIVING, INC., a Nevada corporation (the “Company”), modifies the original Employment Agreement as follows:

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ADVISORY BOARD AGREEMENT
Advisory Board Agreement • August 5th, 2011 • OverNear, Inc. • Services-motion picture & video tape production • California

THIS ADVISORY BOARD AGREEMENT is made effective as of July 15, 2011, (the "Effective Date") by and between OverNear, Inc., a Nevada corporation (the "Company"), and Chad Hahn (the "Advisor").

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SEPARATION AGREEMENT
Separation Agreement • May 14th, 2015 • Rowl, Inc. • Services-computer processing & data preparation • California

This Separation Agreement (“Agreement”) dated May 6, 2015 is entered into by and between FARID TANNOUS, residing at 30364 Camino Porvenir, Rancho Palos Verdes, CA 90275 (“Executive”) and ROWL, INC., a Nevada corporation (including its subsidiaries, the “Company”) (each a “Party” and collectively, the “Parties”).

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AMENDMENT #3 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 27th, 2013 • OverNear, Inc. • Services-motion picture & video tape production

This Amendment, entered into on August 19, 2013, hereby amends certain sections of the Employment Agreement dated as of September 13, 2010 by and between Fred E. Tannous (the “Executive”) and OVERNEAR, INC., a Nevada corporation (the “Company”), eliminates section 4(b) in its entirety in the original Employment Agreement which states:

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CONSULTING AGREEMENT
Consulting Agreement • September 15th, 2010 • Awesome Living, Inc. • California
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ASSET PURCHASE AGREEMENT by and among ROWL, INC., a Nevada corporation, OPEN ME TECHNOLOGIES, INC., a Nevada corporation, and OPEN ME, INC., a Delaware corporation Dated as of May 8, 2015
Asset Purchase Agreement • May 14th, 2015 • Rowl, Inc. • Services-computer processing & data preparation • California

This ASSET PURCHASE AGREEMENT (including all schedules and exhibits hereto, this "Agreement") is made and entered into as of May 8, 2015 by and among ROWL, INC., a Nevada corporation (“Parent”), a Nevada corporation, OPEN ME TECHNOLOGIES, INC., a Nevada corporation (wholly-owned by Parent, "Buyer"), and OPEN ME, INC., a Delaware corporation ("Seller").

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AMENDMENT #2 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2011 • OverNear, Inc. • Services-motion picture & video tape production

This Amendment, entered into on August 8, 2011, hereby amends certain sections of the Employment Agreement dated as of September 13, 2010 by and between Fred E. Tannous (the “Executive”) and OVERNEAR, INC., a Nevada corporation (the “Company”), modifies the original Employment Agreement as follows:

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CONSULTING AGREEMENT
Consulting Agreement • May 20th, 2013 • OverNear, Inc. • Services-motion picture & video tape production • California

This consulting agreement (this “Agreement”) is made the 15th day of April, 2013 by and between OverNear, Inc. (the “Company”) and (the “Consultant”).

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SUBSCRIPTION AGREEMENT FOR OVERNEAR, INC.
Subscription Agreement • May 20th, 2013 • OverNear, Inc. • Services-motion picture & video tape production • California
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SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT FOR OVERNEAR, INC.
Subscription Agreement • February 7th, 2014 • OverNear, Inc. • Services-motion picture & video tape production • Nevada

Persons interested in purchasing shares of OverNear, Inc. (the “Company”) must return this completed subscription agreement along with a wire transfer, check or money order for their total payment, payable only to:

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CONSULTING AGREEMENT
Consulting Agreement • May 14th, 2015 • Rowl, Inc. • Services-computer processing & data preparation • California

This Consulting Agreement (the “Agreement”) is entered into effective as of May 6, 2015 by and between ROWL, INC., a Nevada corporation (including its subsidiaries, "Company") and FARID TANNOUS ("Consultant").

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AMENDMENT #2 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2011 • OverNear, Inc. • Services-motion picture & video tape production

This Amendment, entered into on August 8, 2011, hereby amends certain sections of the Employment Agreement dated as of August 3, 2010 by and between Bill Glaser (the “Executive”) and OVERNEAR, INC., a Nevada corporation (the “Company”), modifies the original Employment Agreement as follows:

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WARRANT
Preferred Stock Purchase Warrant • December 5th, 2012 • OverNear, Inc. • Services-motion picture & video tape production

THIS PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] and its Permitted Designees (as defined herein) (collectively, 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 (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from OverNear, Inc., a Nevada corporation (the “Company”), up to 60,000 shares (the “Warrant Shares”) of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Stock”). The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price as defined in Section 2(b).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2011 • OverNear, Inc. • Services-motion picture & video tape production

This Amendment, entered into on March 15, 2011, hereby amends certain sections of the Employment Agreement dated as of August 3, 2010 by and between Bill Glaser (the “Executive”) and AWESOME LIVING, INC., a Nevada corporation (the “Company”), modifies the original Employment Agreement as follows:

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AMENDMENT #3 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 27th, 2013 • OverNear, Inc. • Services-motion picture & video tape production

This Amendment, entered into on August 19, 2013, hereby amends certain sections of the Employment Agreement dated as of September 13, 2010 by and between Bill Glaser (the “Executive”) and OVERNEAR, INC., a Nevada corporation (the “Company”), eliminates section 4(b) in its entirety in the original Employment Agreement which states:

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