SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 3, 2015, between Content Checked Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CONTENT CHECKED HOLDINGS, inc.Content Checked Holdings, Inc. • September 4th, 2015 • Wholesale-hardware & plumbing & heating equipment & supplies
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the sixty-two (62) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Content Checked Holdings, Inc., a Nevada corporation (the “Company”), up to 6,300,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE july 1, 2017Content Checked Holdings, Inc. • September 4th, 2015 • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”), having its principal place of business at 8730 Sunset Blvd., Suite 240, West Hollywood, California 90069, designated as its 8% Senior Secured Convertible Debenture due July 1, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This SECURITY AGREEMENT, dated as of September 3, 2015 (this “Agreement”), is among CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debenture Due July 1, 2017, in the original aggregate principal amount of $5,040,000.00 (collectively and as they may be amended, restated, supplemented or otherwise modified from time to time, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 4th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
SUBSIDIARY GUARANTEE, dated as of September 3, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and between CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”), and the Purchasers (the “Purchase Agreement”).
Exhibit 10.1 CONTRACT (1) 41 - 04/2013 On April, 16th, 2013 Company Tangshan Monopy Ceramic Co., Ltd. , hereinafter referred to as the "Sellers", represented by Fubao Qin on the one part, and Company Vesta International, Corp., hereinafter referred to...Vesta International, Corp. • August 16th, 2013
Registration Rights AgreementRegistration Rights Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 17, 2015, between Content Checked Holdings, Inc. (f/k/a Vesta International Corp.), a Nevada corporation (the “Company”), the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers,” which terms, for avoidance of doubt, include all persons who purchased Secured Bridge Notes and the Unsecured Bridge Notes (each as defined below) and/or Common Shares (as defined below)).
SPLIT-OFF AGREEMENTSplit-Off Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This SPLIT-OFF AGREEMENT, dated as of April 17, 2015 (this “Agreement”), is entered into by and among Content Checked Holdings, Inc., a Nevada corporation formerly known as Vesta International, Corp. (“Seller”), Vesta International Split Off Corp., a Nevada corporation and wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Mr. Yan Wang (“Buyer”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG CONTENT CHECKED HOLDINGS, INC. (formerly Vesta International, Corp.) CONTENT CHECKED ACQUISITION CORP., CONTENT CHECKED INC. AND WITH RESPECT TO SECTION 6.3(F), Kristian Finstad, as CCI...Agreement and Plan of Merger and Reorganization • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • Wyoming
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of April 17, 2015, by and among Content Checked Holdings, Inc. (formerly Vesta International, Corp.), a Nevada corporation (the “Parent”), Content Checked Acquisition Corp., a Wyoming corporation (the “Acquisition Subsidiary”), Content Checked Inc., a Wyoming corporation (the “Company”), and solely with respect to Section 6.3(f), Kristian Finstad, as CCI Indemnification Representative. The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
STOCK OPTION AGREEMENT CONTENT CHECKED HOLDINGS, INC.Stock Option Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies
LOCK-UP AGREEMENTLock-Up Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of April 17, 2015 by and between the undersigned person or entity (the “Restricted Holder”) and Content Checked Holdings, Inc., a Nevada corporation formerly known as Content Checked Holdings, Inc. (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
OFFICE LEASE 8730 Sunset TowersOffice Lease • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • California
General RELEASE agreementGeneral Release Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This General Release Agreement (this “Agreement”), dated as of April 17, 2015, is entered into by and among Content Checked Holdings, Inc., a Nevada corporation formerly known as Vesta International, Corp. (“Seller”), Vesta International Split Off Corp., a Nevada corporation (“Split-Off Subsidiary”), and Mr. Yan Wang (“Buyer”).
Consulting AgreementConsulting Agreement • December 13th, 2016 • Content Checked Holdings, Inc. • Services-prepackaged software • Colorado
This consulting agreement (the “Agreement”), entered into on December 9, 2016 and effective immediately, Content Checked Holding Inc. a Wyoming corporation (together with any successor thereto, the “Company”), and John Ballard, an independent provider of services (the “Contractor”).
CONTENT CHECKED HOLDINGS, INC.Content Checked Holdings, Inc. • July 22nd, 2016 • Services-prepackaged software • New York
To: Kalle Bergman, in connection with the Share Exchange Agreement, dated as of July 17, 2016, by and among Honest Cooking Media LLC, Kalle Bergman and Content Checked Holdings, Inc.
CONTRACT № S-02/09 from November 12, 2013 KievVesta International, Corp. • December 9th, 2013 • Wholesale-hardware & plumbing & heating equipment & supplies • Kiev
Company San-Svit, Ltd. (Kiev, Ukraine), hereinafter referred to as the BUYER, represented by the general director Kuzub Sergei Valerievich, on the one hand, and Company Vesta International, Corp., represented by Yan Wang, general director, hereinafter referred to as the SELLER, on the other hand, have concluded the present Contract as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2019 • MobilityPay Holdings, Inc. • Services-prepackaged software • California
This Employment Agreement is entered into as of April 1, 2018 by and between CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the “Company”) and JOHN W. MARTIN, an individual (“Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • July 22nd, 2016 • Content Checked Holdings, Inc. • Services-prepackaged software • New York
This Lock-Up Agreement (this “Agreement”) is made as of July 19, 2016 by and between Kalle Bergman, an individual (the “Restricted Holder”), and Content Checked Holdings, Inc., a Nevada corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the SPA (as defined herein).
BUYSIDE INDEMNIFICATION SHARES ESCROW AGREEMENTBuyside Indemnification Shares Escrow Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This Buyside Indemnification Shares Escrow Agreement (this “Agreement”) is entered into as of April 17, 2015 by and among Content Checked Holdings, Inc. (f/k/a Vesta International, Corp.), a Nevada corporation (the “Parent”), Buyside Equity Partners, LLC (the “Indemnification Representative”), and Foley Shechter LLP, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
28126 Peacock Ridge Drive, #210 Rancho Palos Verdes, CA 90275Content Checked Holdings, Inc. • November 2nd, 2017 • Services-prepackaged software
RESTITUTION AGREEMENTRestitution Agreement • August 1st, 2017 • Content Checked Holdings, Inc. • Services-prepackaged software • California
THIS RESTITUTION AGREEMENT (this “Agreement”) is made as of July 31, 2017 by and among Kris Finstad (“Finstad”) on the one hand, and Content Checked Holdings, Inc., a Nevada corporation (the “Company”) (“Finstad and the Company are hereinafter sometimes collectively referred to as the “Parties”).
ContractCci Indemnification Shares Escrow Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This CCI Indemnification Shares Escrow Agreement (this “Agreement”) is entered into as of April 17, 2015 by and among Content Checked Holdings, Inc. (f/k/a Vesta International, Corp.), a Nevada corporation (the “Parent”), Kristian Finstad, a California resident (the “Indemnification Representative”), and Foley Shechter LLP, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2016 • Content Checked Holdings, Inc. • Services-prepackaged software • California
THIS AGREEMENT (“Agreement”) is made by and between Content Checked Holdings, Inc., a Nevada corporation with its principal place of business at 8730 Sunset Blvd, Suite 240, West Hollywood, California 90069 (“Employer”), and Kalle Bergman, an individual residing at 520 Broadway, 2nd floor, Santa Monica, CA 90401 (“Employee”). The Employer and the Employee are also referred to hereinafter individually as a “Party” or collectively as the “Parties.”
CONTENT CHECKED, INC. EMPLOYMENT CONTRACT FOR CHIEF EXECUTIVE OFFICERAgreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • California
THIS AGREEMENT is made by and between Content Checked, Inc., a Wyoming corporation with its principal place of business at 8730 Sunset Blvd, West Hollywood, California 90210 (“Content Checked”), and Kris Finstad, (“Executive”). Content Checked and Executive are also referred to hereinafter individually as a Party or collectively as the Parties.
EQUITY-FOR-DEBT EXCHANGE AND ASSET PURCHASE AGREEMENTExchange and Asset Purchase Agreement • October 11th, 2017 • Content Checked Holdings, Inc. • Services-prepackaged software • California
This Equity-For-Debt Exchange and Asset Purchase Agreement (“Agreement”), dated as of October 7, 2017, is entered into by and between Hillair Capital Management LLC, a Delaware limited liability company as assignee of Hillair Capital Investments, LP, a Delaware limited liability partnership (“Hillair”), Content Acquisition Company, Inc., a Delaware corporation which is an affiliate of Hillair (“CAC”), Content Checked Holdings, Inc., a Nevada corporation (“CCHI”) and Content Checked, Inc., a Wyoming corporation (“Content Checked”) (CCHI and Content Checked are hereinafter collectively referred to as the “Company”). The Company, CAC and Hillair are sometimes hereinafter referred to collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • April 30th, 2015 • Content Checked Holdings, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 22nd, 2016 • Content Checked Holdings, Inc. • Services-prepackaged software • New York
This Share Exchange Agreement, dated as of July 17, 2016 (this “Agreement”), is entered into by and among Honest Cooking Media LLC, a Delaware limited liability company (“HCM”), Kalle Bergman, the sole member of HCM (the “HCM Managing Member”), and Content Checked Holdings, Inc., a Nevada corporation (the “Company”).
