SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2017 • Joey New York, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 3, 2017, by and between JOEY NEW YORK, INC., a Nevada corporation, with headquarters located at Trump Tower One, 16001 Collins Avenue, Suite 3202, Sunny Isles Beach, FL 33160 (the "Company"), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company, with its address at 260 Newport Center Drive, Newport Beach, CA 92660 (the "Buyer").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2017 • Joey New York, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 3, 2017, by and between Joey New York, Inc., a Nevada corporation (the "Company"), and Kodiak Capital Group, LLC, a Delaware limited liability company ("Kodiak" or "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 12th, 2017 • Joey New York, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This equity purchase agreement is entered into as of May 3, 2017 (this "Agreement"), by and between Joey New York, Inc., a Florida corporation (the "Company") and Kodiak Capital Group, LLC, a Delaware limited liability company ("Investor").
Acquisition AgreementAcquisition Agreement • May 16th, 2014 • Joey New York, Inc. • Services-automotive repair, services & parking • Nevada
This Acquisition Agreement dated as of May 1, 2014 (this “Agreement”) is by and between Joey New York Inc. (formerly Pronto Corp., Inc.) a Nevada company (“JOEY”) located at 909 Bay Street, Suite 812, Toronto, Ontario, Canada M5S 3G2, RAR Beauty, LLC. (“RAR”) a Florida Limited Liability Company, Joey Chancis, an individual and Member of RAR (“JC”), Richard Roer, an individual and member of RAR (“RR”), Richard Chancis, an individual (“RC”) and Svetlana Goffman (“SG”), an individual residing in Toronto, Ontario, Canada . RAR, JOEY, JC, RR, RC and SG are collectively referred to herein as the “Parties”.
capgreenbergLetter Agreement • June 13th, 2014 • Joey New York, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This letter agreement (the “Agreement”) sets forth the terms and conditions under which Joey New York Inc. (the “Company”) has retained CAP Greenberg LLC (“CAP G”) to render certain strategic and capital raising activities.
SUBSCRIPTION AGREEMENT PRONTO CORP.Subscription Agreement • July 19th, 2012 • Pronto Corp. • Services-automotive repair, services & parking
This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.
INDEPENDENT CONTRACTOR'S AGREEMENTIndependent Contractor's Agreement • April 26th, 2012 • Pronto Corp. • Nevada
THIS INDEPENDENT CONTRACTOR'S AGREEMENT (the "Agreement") is made as of March 27th 2012 by and between "Pronto Corp." (Pronto) is primarily Nevada Corporation with its head office located at address 6700, Henri-Bourassa Ouest, Montreal, QC Canada H4R0G2, and "Maxim Belov" (Maxim Belov) located at 1600 King Street West, Toronto, ON M6k 3G9, Canada
COMMON STOCK PURCHASE WARRANT JOEY NEW YORK, INC.Assignment of Warrant • May 12th, 2017 • Joey New York, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the $600,000.00 convertible promissory note to the Holder (as defined below) of even date) (the "Note"), Kodiak Capital Group, LLC, a Delaware limited liability company (including any permitted and registered assigns, 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 of issuance hereof, to purchase from JOEY New York, a Nevada corporation (the "Company"), up to 800,000 shares of Common Stock (as defined below) (the "Warrant Shares") (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 3, 2017, by and among the Company and the
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 4th, 2016 • Joey New York, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), is entered into effective as of February 26, 2016 or as soon thereafter as notice has been duly provided to the Financial Industry Regulatory Authority ("FINRA"), by and among Joey New York, Inc., a Nevada corporation ("Joey"), and Joey Merger Subsidiary, Inc., a Nevada corporation and a wholly-owned subsidiary of Joey ("Joey Sub").
SUBSCRIPTION AGREEMENT PRONTO CORP.Subscription Agreement • June 1st, 2012 • Pronto Corp. • Services-automotive repair, services & parking
This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.
REORGANIZATION AGREEMENTReorganization Agreement • June 17th, 2013 • Pronto Corp. • Services-automotive repair, services & parking • Nevada
This REORGANIZATION AGREEMENT dated as of June 10, 2013 (this “Agreement”) is by and between Pronto Corp., Inc. a Nevada company (“Pronto”) located at 909 Bay Street, Suite 812, Toronto, Ontario, Canada M5S 3G2, and RAR Beauty, LLC. (“RAR”) a Florida Limited Liability Company. RAR and Pronto are collectively referred to herein as the “Parties”.
