X-Factor Communications Holdings, Inc. Sample Contracts

Exhibit 10.1 AGREEMENT FOR THE PURCHASE OF COMMON STOCK THIS PURCHASE AGREEMENT, (this "Agreement") made this 22st day of September, 2011, by and between DANIEL C. MASTERS, ATTORNEY AT LAW, ("MASTERS"), 1752 Castellana Road, La Jolla, CA 92037,...
Agreement for the Purchase of Common Stock • September 23rd, 2011 • Organic Spice Imports, Inc. • Blank checks
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SECURITY AGREEMENT
Security Agreement • May 16th, 2013 • X-Factor Communications Holdings, Inc. • Services-prepackaged software • New Jersey

This Security Agreement (this “Agreement”) is made on the 28th day of September, 2012, by and between THE NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (“Secured Party”), having an address at 36 West State Street, PO Box 990, Trenton, New Jersey 08625-0990, and X-FACTOR COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, having an address at 3 Empire Boulevard, 5th Floor, South Hackensack, NJ 07606 (“Debtor”).

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WARRANT TO PURCHASE
X-Factor Communications Holdings, Inc. • May 16th, 2013 • Services-prepackaged software • New Jersey

This Warrant is issued in connection with, and is subject to, that certain Convertible Loan Agreement dated July 31, 2009, as amended, by and between X-Factor Communications, LLC and the Holder (as the same may be amended, restated, supplemented or modified from time to time, the “Loan Agreement”), and the terms and conditions of the Loan Agreement are hereby incorporated herein by reference as though set forth herein at length.

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MEMBERSHIP INTEREST PLEDGE AGREEMENT
Membership Interest Pledge Agreement • May 16th, 2013 • X-Factor Communications Holdings, Inc. • Services-prepackaged software • New Jersey

THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Pledge") is made and entered into this 28th day of September, 2012, by and between X-FACTOR COMMUNICATIONS HOLDINGS, INC. ("Pledgor") and NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY ("Pledgee").

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Contract
X-Factor Communications Holdings, Inc. • May 21st, 2012 • Blank checks • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ENCUMBERED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO X-FACTOR COMMUNICATIONS, LLC THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT.

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THIRD MODIFICATION OF CONVERTIBLE LOAN AGREEMENT
Third Modification of Convertible Loan Agreement • May 16th, 2013 • X-Factor Communications Holdings, Inc. • Services-prepackaged software

This Third Modification of Convertible Loan Agreement (this “Third Modification”) made and executed as of September 28, 2012, by and between:

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FIRST AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
X-Factor Communications Holdings, Inc. • May 21st, 2012 • Blank checks

This First Amendment to Secured Convertible Promissory Note ("First Amendment") is entered into as of the 19th day of January, 2011 by X-Factor Communications, LLC as maker ("Maker") and the New Jersey Economic Development Authority as lender ("Authority").

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FIRST AMENDMENT TO WARRANT NO. 1
X-Factor Communications Holdings, Inc. • November 15th, 2012 • Services-prepackaged software

This First Amendment to Warrant No. 1 (“First Amendment”) is entered into as of the ___ day of September, 2012 by X-Factor Communications, LLC (“Company”), X-Factor Communications Holdings, Inc. (“Holdings”) and the New Jersey Economic Development Authority (“Authority”), hereinafter, collectively referred to as “Parties”.

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FIRST AMENDMENT TO WARRANT NO. 1
X-Factor Communications Holdings, Inc. • May 16th, 2013 • Services-prepackaged software

This First Amendment to Warrant No. 1 (“First Amendment”) is entered into as of the 28th day of September, 2012 by X-Factor Communications, LLC (“Company”), X-Factor Communications Holdings, Inc. (“Holdings”) and the New Jersey Economic Development Authority (“Authority”), hereinafter, collectively referred to as “Parties”.

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AGREEMENT AND PLAN OF MERGER by and among X-FACTOR COMMUNICATIONS, LLC, ORGANIC SPICE IMPORTS, INC. and X-FACTOR ACQUISITION CORP. March 5, 2012
Agreement and Plan of Merger • March 9th, 2012 • Organic Spice Imports, Inc. • Blank checks • Delaware
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GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
General Assignment and Assumption Agreement • February 16th, 2012 • Organic Spice Imports, Inc. • Blank checks • California

This General Assignment and Assumption Agreement (this "Agreement") is entered into on February 10, 2012 between Organic Spice Imports, Inc., a Delaware corporation ("ORSI"), and Retail Spicy Gourmet, Inc., a Delaware corporation ("RSG").

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SECOND MODIFICATION OF CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks

This Second Modification of Convertible Loan Agreement (this "Second Modification") made and executed as of September 14, 2011, by and between:

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CANCELLATION AGREEMENT
Cancellation Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • Delaware

This Cancellation Agreement (this “Agreement”) is made as of the 15th day of May, 2012 by and among Organic Spice Imports, Inc., a Delaware corporation having its offices at 3 Empire Blvd., 5th Floor, South Hackensack, NJ 07606 (the “Company”), and the individuals set forth on Schedule I hereto (the “Securities Holders”).

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PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
Patent, Trademark • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks

THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (together with all amendments, restatements, supplements and modifications, if any, from time to time hereto, this "Agreement"), dated as of July 31, 2009 is made by X-FACTOR COMMUNICATIONS, LLC, having an address at 3 Empire Blvd., South Hackensack, New Jersey, 07606, a New York limited liability company ("Grantor"), in favor of NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY, having an address at 36 West State Street, PO Box 990, Trenton, New Jersey 08625-0990 ("Lender").

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EXHIBIT 10.1 Description of Oral Agreement To Provide Funding to Organic Spice Imports, Inc. Ali Balaban and Daniel Masters, both of whom are officers and directors of Organic Spice Imports, Inc. (the "Company") have orally agreed to provide the...
Organic Spice Imports, Inc. • May 12th, 2011 • Blank checks

Ali Balaban and Daniel Masters, both of whom are officers and directors of Organic Spice Imports, Inc. (the "Company") have orally agreed to provide the necessary funds for the Company to comply with the 1934 Act reporting requirements and to complete a business combination between the Company and an as yet unidentified operating business. The terms and conditions of this agreement are as follows:

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CONVERTIBLE LOAN AGREEMENT Dated as m July 31, 2009 by and between NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY as Lender
Convertible Loan Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • New Jersey

The terms and information set forth on this cover page are a part of the attached Convertible Loan Agreement, dated as of the date first written above (this "Agreement"), entered into by and among the New Jersey Economic Development Authority ("Lender") and X-Factor Communications, LLC, a limited liability company ("Borrower"), set forth above. The terms and conditions of the Agreement agreed to between Lender and Borrower are as follows:

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SECURITY AGREEMENT
Security Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • New Jersey

This Security Agreement (this "Agreement") is made on the 315t day of July, 2009, by and between THE NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY ("Secured Party"), having an address at 36 West State Street, PO Box 990, Trenton, New Jersey 08625-0990, and X-FACTOR COMMUNICATIONS, LLC, a New York limited liability company, having an address at 3 Empire Blvd, South Hackensack, New Jersey 07606 ("Debtor").

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • New York
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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 28th, 2013 • X-Factor Communications Holdings, Inc. • Services-prepackaged software • New York
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