SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2014 • Codesmart Holdings, Inc. • Services-educational services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 14, 2014, by and between CODESMART HOLDINGS, INC., a Florida corporation, with headquarters located at 275 Seventh Avenue, 7th Floor, New York, NY 10001 (the “Company”), and AUCTUS PRIVATE EQUITY FUND, LLC, a Massachusetts limited liability company, with its address at 101 Arch Street, 20th Floor, Boston, MA 02110 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2014 • Codesmart Holdings, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2014, by and between CodeSmart Holdings, Inc., a Florida corporation, with headquarters located at 275 7th Avenue, 7th Floor, New York, NY 10001 (the “Company”), and ____________, a _________ corporation, with its address at _______________ (the “Buyer”).
Securities Purchase AgreementSecurities Purchase Agreement • December 20th, 2013 • Codesmart Holdings, Inc. • Services-educational services • Illinois
This Securities Purchase Agreement, dated as of December 17, 2013 (this “Agreement”), is entered into by and between CodeSmart Holdings, Inc., a Florida corporation (the “Company”), and Iliad Research and Trading, L.P., a Delaware limited partnership, its successors and/or assigns (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2013 • Codesmart Holdings, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2013, by and between CodeSmart Holdings, Inc., a Florida corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2014 • Codesmart Holdings, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2014, by and between CODESMART HOLDINGS, INC., a FLORIDA corporation, with headquarters located at 275 SEVENTH AVENUE 7TH FLOOR, NEW YORK, NY 10001 (the “Company”), and HANOVER HOLDINGS I, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 8th day of May 2013, by and between First Independence Corp., a Florida corporation, its successors and /or assigns, based at 103 Waters Edge, Congers, NY 10920 (the “Corporation”), and Sharon S. Franey, an individual residing at Apple Lane, Mohnton, PA (the “Executive”), under the following circumstances:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 26th, 2013 • Codesmart Holdings, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2013, by and between CODESMART HOLDINGS, INC., a Florida corporation, with headquarters located at 275 Seventh Avenue - 7th Floor, New York, NY 10001 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
ContractWarrant Agreement • December 20th, 2013 • Codesmart Holdings, Inc. • Services-educational services • Illinois
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CODESMART HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2014 • Codesmart Holdings, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2014, between CodeSmart Holdings, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2013 by and among First Independence Corp., a Florida corporation, and all predecessors thereof (the “Company”), The CodeSmart Group, Inc., a Nevada corporation (“CodeSmart”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Amerinet Choice License & Supply AgreementLicense and Supply Agreement • September 26th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • Missouri
This LICENSE & SUPPLY AGREEMENT is made and entered into as of the Commencement Date (defined below) by and among Amerinet, Inc. ("Amerinet"), Amerinet Choice, L.L.C. ("Amerinet Choice"), and The CODESMARTTM GROUP, Inc. ("Supplier").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 30th, 2014 • Codesmart Holdings, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2014, by and between CODESMART HOLDINGS, INC., a Florida corporation, with headquarters located at 275 Seventh Avenue - 7th Floor, New York, NY 10001 (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”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 30th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
This SHARE EXCHANGE AGREEMENT, dated as of May 3, 2013 (the “Agreement”) by and among FIRST INDEPENDENCE CORP., a Florida corporation (“FICF”), THE CODESMART GROUP, INC., a corporation incorporated under the laws of Nevada (“CodeSmart”), and those shareholders of CodeSmart named on the signature pages attached hereto (“CodeSmart Shareholders”).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 1st, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
This Amendment (“Amendment”) to the SHARE EXCHANGE AGREEMENT dated as of October 7, 2013 (the “Agreement”), by and among JASPER GROUP HOLDINGS, INC., a Delaware corporation (“Jasper”) and CODESMART HOLDINGS INC., a Florida corporation (“CodeSmart”) (collectively the “Parties”) is made and entered into as of October 31, 2013. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
CodeSmart Holdings, Inc. Convertible NoteConvertible Note • February 19th, 2014 • Codesmart Holdings, Inc. • Services-educational services • California
FOR VALUE RECEIVED, CodeSmart Holdings, Inc., a Florida 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 amount of consideration actually paid by the Holding and the terms hereof, including 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).
May 17, 2013Share Exchange Agreement • August 30th, 2013 • Codesmart Holdings, Inc. • Food and kindred products
10% CONVERTIBLE PROMISSORY NOTE OF CODESMART HOLDINGS, INC.Convertible Note • January 15th, 2014 • Codesmart Holdings, Inc. • Services-educational services • California
THIS NOTE (“Note” or “Note”) is a duly authorized Convertible Promissory Note of CODESMART HOLDINGS, INC. a corporation duly organized and existing under the laws of the State of Florida (the “Company”), designated as the Company's 10% Convertible Promissory Note Due January 10, 2015 (“Maturity Date”) in the principal amount of One Hundred Ten Thousand Dollars ($110,000) (the “Note”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 1st, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
This SHARE EXCHANGE AGREEMENT, dated as of October 7, 2013 (the “Agreement”) by and among CODESMART HOLDINGS, INC., a Florida corporation (“CodeSmart”) and JASPER GROUP HOLDINGS, INC., a corporation incorporated under the laws of Delaware (“Jasper”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2013 • First Independence Corp. • Food and kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2013 by and between First Independene Corp., a Florida corporation, and all predecessors thereof (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
ASSIGNMENT AGREEMENTAssignment Agreement • July 12th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is made effective as of the 11th day of July, 2013, by and between International Alliance Solutions, LLC (the “Assignor”), and The CodeSmart Group, Inc. (the “Assignee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2014 • Codesmart Holdings, Inc. • Services-educational services • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 5th day of March, 2014 by and between CodeSmart Holdings, Inc. (the “Company”), and the Investor set forth on the signature page affixed hereto (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2013 • Codesmart Holdings, Inc. • Services-educational services • New York
In rendering this opinion, we have (a) assumed (i) the genuineness of all signatures on all documents examined by us (other than those of officers of the Company), (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies, and (iv) the legal capacity of all natural persons party to any of the documents reviewed by us.
Agreement The CODESMART GROUP, Inc. and CIRACET Corp.Referral Agreement • September 26th, 2013 • Codesmart Holdings, Inc. • Food and kindred products
This agreement is between The CODESMART GROUP, Inc. its successors and assigns (CG) located at 103 Waters Edge, Congers, NY 10920 and CIRACET Corp. (CIRACET), located at 2831 Blvd. Luis A. Ferre, PO Box 8970 Ponce, PR 00732 on the 18th day of April, 2013. The following terms and conditions will apply:
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • February 19th, 2014 • Codesmart Holdings, Inc. • Services-educational services • Florida
THIS DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of the date as indicated at the signature page by and between CodeSmart Holdings, Inc., a Florida corporation with its headquarters located at 275 Seventh Avenue, 7th Floor, New York, NY 10001 (the “Company”), and Group 10 Holdings LLC (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 30th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date as indicated at the signature page, by and between The CodeSmart Group, Inc., a Nevada corporation with its headquarters located at 103 Waters Edge Congers, NY 10920 (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber,” collectively, the “Subscribers”).
LOCK-UP AGREEMENTLock-Up Agreement • May 9th, 2013 • First Independence Corp. • Food and kindred products • New York
The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of First Independence Corp., a Florida corporation (the “Company”). This Letter Agreement is entered into between the undersigned and the Company in connection with the undersigned’s acquisition of Company Securities from certain shareholders of the Company (the “Shares Purchase”).
CodeSmart Group, Inc.Course Development and Management Services and License Agreement • July 12th, 2013 • Codesmart Holdings, Inc. • Food and kindred products
Reference is made to that certain Course Development and Management Services and License Agreement (the “Agreement”), dated October 31, 2011, by and among International Alliance Solutions (“IAS”) and The Florida International University Board of Trustees on behalf of its College of Business (“FIU”). On October 3, 2012, the founding members and management of International Alliance Solutions transferred all of their intellectual property, contracts and assets to the CodeSmart Group, Inc (“Codesmart”). As of October 3, 2012, IAS ceased operations and in connection therewith, IAS assigned to CodeSmart all of its rights and obligations under the Agreement.
Course Development and Management Services and License AgreementCourse Development and Management Services and License Agreement • July 12th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • Florida
This Agreement (the "Agreement"), dated October 31, 2011 ("Effective Date") is made by and between International Alliance Solutions, located at 103 Waters Edge, Congers, NY 10920 ("IAS") , and The Florida International University Board of Trustees on behalf of its College of Business ("FIU") at 11200 S. W. 8th Street-CBC 301 Miami, FL 33199, for its benefit and that of its subsidiaries and affiliates (collectively "the Parties").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 15th, 2014 • Codesmart Holdings, Inc. • Services-educational services • California
This Note Purchase Agreement (the "Agreement”) is made as of January 10, 2014 (the “Effective Date”) by and between CodeSmart Holdings, Inc. a Florida corporation with principal offices at 275 Seventh Avenue, 7th Floor, New York, NY 10001 (the "Company") and Iconic Holdings, LLC, a Delaware LLC with principal offices at 7200 Wisconsin Ave. Suite 206, Bethesda, MD 20814 (the "Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • September 5th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • Florida
THIS DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of the date as indicated at the signature page by and between CodeSmart Holdings, Inc., a Florida corporation with its headquarters located at 275 Seventh Avenue, 7th Floor, New York, NY 10001 (the “Company”), and the subscribers identified on the signature page hereto (each a “Investor,” collectively, the “Investors”).
PARTNERSHIP AGREEMENTPartnership Agreement • July 12th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • York
This Partnership between The CODESMART GROUP, Inc. and its successors and assigns ("CG") and SUNY OSWEGO's Division of extended Learning ("DEL") is intended to provide quality academic services. This cooperative relationship will also serve as a solution to create job and educational opportunities in the medical coding industry. This document is a description of our partnership.
Amerinet Choice License & Supply AgreementLicense and Supply Agreement • July 12th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • Missouri
This LICENSE & SUPPLY AGREEMENT is made and entered into as of the Commencement Date (defined below) by and among Amerinet, Inc. ("Amerinet"), Amerinet Choice, L.L.C. ("Amerinet Choice"), and The CODESMARTTM GROUP, Inc. ("Supplier").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 26th, 2013 • Codesmart Holdings, Inc. • Food and kindred products • New York
This SHARE EXCHANGE AGREEMENT, dated as of August 20, 2013 (the “Agreement”) by and among CODESMART HOLDINGS, INC., a Florida corporation (“the Parent”), THE CODESMART GROUP, INC., a corporation incorporated under the laws of Nevada (“CodeSmart”), 68.06% of the outstanding capital of which is owned by the Parent, and Marc Kovens, with the address at 60 Edgewater Dr., Coral Gables, FL 33133 (“CodeSmart Shareholder”).
ASSIGNMENT AGREEMENTAssignment Agreement • May 5th, 2014 • Codesmart Holdings, Inc. • Services-educational services • New York
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is made effective as of the 29th day of April, 2014, by and among Group 10 Holdings LLC (the “Assignor”); Magna Group, LLC (the “Assignee”) and CODESMART HOLDINGS, INC. (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 9th, 2013 • First Independence Corp. • Food and kindred products • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date as indicated at the signature page, by and between The CodeSmart Group, Inc., a Nevada corporation with its headquarters located at 103 Waters Edge Congers, NY 10920 (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber,” collectively, the “Subscribers”).
