REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2022 • Life Clips, Inc. • Photographic equipment & supplies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2022, is by and between Mastiff Group, LLC, a Delaware limited liability company (the “Investor”), and Life Clips, Inc., a Wyoming corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of March 16, 2022 by and between LIFE CLIPS, INC. and MASTIFF GROUP, LLCCommon Stock Purchase Agreement • March 25th, 2022 • Life Clips, Inc. • Photographic equipment & supplies • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 16, 2022 (this “Agreement”), by and between Mastiff Group, LLC, a Delaware limited liability company (the “Investor”), and Life Clips, Inc., a Wyoming corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2015 • Blue Sky Media Corp • Services-motion picture & video tape production
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2021 • Life Clips, Inc. • Photographic equipment & supplies • Florida
This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between LIFE CLIPS, INC., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENT Dated as of June 30, 2017Executive Employment Agreement • July 12th, 2018 • Life Clips, Inc. • Photographic equipment & supplies • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Life Clips, Inc., a Wyoming corporation (the “Company”), and Victoria Rudman (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party.”
MOBEEGQ EXCLUSIVE IMPORT & DISTRIBUTION AGREEMENTDistribution Agreement • August 15th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production
This Distribution Agreement (“Agreement”) is entered into as of the later of the two signature dates set forth below (“Effective Date”), by and between Batterfly Energy, Ltd., a company organized under the laws of the State of Israel, with its principal place of business at Meshek 86, Shetulim 79280 Israel ( Company ); and Mobeego Scotland Ltd, a company organized under the laws of Scotland, with its principal place of business at Block 1 Unit 2, Thornliebank Ind Est, Glasgow G46 8QG (“Importer & Distributor ).
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN HP Inc. AND Life Clips, Inc.Trademark License Agreement • September 22nd, 2016 • Life Clips, Inc. • Photographic equipment & supplies
This Trademark License Agreement (this “Agreement”) is made effective as of September 15, 2016 (the “Effective Date”), by and between HP Inc., a corporation established under the laws of the State of Delaware, with a place of business at 1501 Page Mill Road, Palo Alto, California 94304, U.S.A. (“HP”) and Life Clips, Inc. a corporation established under the laws of the State of Wyoming whose address is 233 S. Sharon Amity Rd. Suite 201, Charlotte, NC 28211 (“LICENSEE”). HP and LICENSEE are each individually referred to as a “Party” and collectively as the “Parties.”
LIFE CLIPS, INC. IP LICENSE AGREEMENTIp License Agreement • February 1st, 2022 • Life Clips, Inc. • Photographic equipment & supplies
THIS IP LICENSE AGREEMENT is entered into as of the 22nd day of October, 2021, by and between LIFE CLIPS, INC., a Wyoming Corporation in good standing, (“Licensee”), with its principal place of business located at 18851 NE 29th Ave. Suite 700 PMB# 348, Aventura, FL 33180, and SOFTWARE RESEARCH LABS LLC, (“SRL”, “Licensor”), with its principal place of business located at 100 N Howard Street Suite W, Spokane WA 99201
EXECUTIVE EMPLOYMENT AGREEMENT Dated as of February 2, 2017Executive Employment Agreement • February 7th, 2017 • Life Clips, Inc. • Photographic equipment & supplies • Wyoming
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Life Clips, Inc., a Wyoming corporation (the “Company”), and Huey Long (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party.”
PIGGY-BACK REGISTRATION RIGHTS AGREEMENTPiggy-Back Registration Rights Agreement • May 17th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production • Florida
This Piggy-Back Registration Rights Agreement (this “Agreement”) is made and entered into as of May 13, 2015, by and among Life Clips, Inc., a Wyoming corporation (the “Company”) and Edgestone Associates, Inc., a Florida corporation (“Purchaser”).
ADDENDUM TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2016 • Life Clips, Inc. • Services-motion picture & video tape production
This ADDENDUM TO SECURITIES PURCHASE AGREEMENT (the “Addendum”), dated as of April 27, 2016, is made by and between Life Clips, Inc. (f/k/a Blue Sky Media Corp.), a Wyoming corporation, with headquarters located at 233 South Sharon Amity Road, Suite 201, Charlotte, NC 28211 (the “Company”), and Susannah Forest (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2015 • Life Clips, Inc. • Services-motion picture & video tape production • Wyoming
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
RESCISSION AND MUTUAL RELEASE AGREEMENT Dated as of November 27, 2017Rescission and Mutual Release Agreement • November 28th, 2017 • Life Clips, Inc. • Photographic equipment & supplies • Florida
This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of June 22, 2017 (the “Closing Date”), by and among Life Clips, Inc., a Wyoming corporation (“Buyer”), Ascenda Corporation, a company limited by shares incorporated under the laws of Independent State of Samoa (“Seller”), Hong Kong Ascenda International Co., Limited, a company limited by shares incorporated under the laws of Hong Kong (“Company HK”), and Hong Kong Ascenda International Co., Limited, a company limited by shares incorporated under the laws of Independent State of Samoa (“Company Samoa”, and collectively with Company HK, the “Companies” and each a “Company” and, collectively, the “Companies”). Buyer, Seller, Company HK and Company Samoa may each be referred to herein individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 14th, 2022 • Life Clips, Inc. • Photographic equipment & supplies
Amendment (this “Amendment”), to the Common Stock Purchase Agreement dated March 16, 2022 (the “Purchase Agreement”) is entered into between Mastiff Group LLC., a Delaware limited liability company (“Mastiff”) and Life Clips, Inc., a Wyoming corporation (“LCLP”) as of June 6, 2022.
Stock Purchase Agreement by and among batterfly energy ltd., as the Company LIFE CLIPS, inc., as Buyer and the Shareholders of batterfly energy ltd., as Sellers Dated as of June 10, 2016Stock Purchase Agreement • June 14th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production
THIS STOCK PURCHASE AGREEMENT (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of June 10, 2016 (the “Effective Date”), by and among LIFE CLIPS, INC., a Wyoming corporation (“Buyer”), BATTERFLY ENERGY LTD., a company limited by shares incorporated under the laws of the State of Israel (the “Company”), and the shareholders of the Company set forth on the signature pages hereto (each, a “Seller” and, collectively, “Sellers”). Buyer, the Company and Sellers are each, individually, a “Party” and, collectively, the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENT Dated as of June 22, 2017Executive Employment Agreement • June 27th, 2017 • Life Clips, Inc. • Photographic equipment & supplies • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Life Clips, Inc., a Wyoming corporation (the “Company”), and Donald Su Yo Ruan, a citizen of the Republic of China (the “Executive”). The Company and the Executive may collectively be referred to as the “Parties” and each individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2022 • Life Clips, Inc. • Photographic equipment & supplies
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the ___ day of June, 2021, (the “Start Date”), by and among Life Clips Inc., a Nevada corporation with its principal office located at 18851 NE 29th Ave., Suite 700, Aventura, FL 33180 (“LCLP” or the “Company”), and Victoria Rudman, with an address located at __________________________________________ (“Employee”).
STOCK PURCHASE AGREEMENT BY AND AMONG LIFE CLIPS, INC., ASCENDA CORPORATION, HONGKONG ASCENDA INTERNATIONAL CO., LTD, HONG KONG, and HONGKONG ASCENDA INTERNATIONAL CO., LTD., SAMOA Dated as of June 22, 2017Stock Purchase Agreement • June 27th, 2017 • Life Clips, Inc. • Photographic equipment & supplies • Florida
This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of June 22, 2017 (the “Closing Date”), by and among Life Clips, Inc., a Wyoming corporation (“Buyer”), Ascenda Corporation, a company limited by shares incorporated under the laws of Independent State of Samoa (“Seller”), Hong Kong Ascenda International Co., Limited, a company limited by shares incorporated under the laws of Hong Kong (“Company HK”), and Hong Kong Ascenda International Co., Limited, a company limited by shares incorporated under the laws of Independent State of Samoa (“Company Samoa”, and collectively with Company HK, the “Companies” and each a “Company” and, collectively, the “Companies”). Buyer, Seller, Company HK and Company Samoa may each be referred to herein individually as a “Party” and, collectively, as the “Parties.”
Life Clips, Inc. and Batterfly Energy, ltd. (Mobeego®) have Signed and Entered into a Definitive Agreement for the Acquisition of Batterfly Energy, ltd. (Mobeego®) Life Clips, Inc. June 10, 2016 10:35 AM GlobeNewswireAcquisition Agreement • June 14th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production
CHARLOTTE, N.C., June 10, 2016 (GLOBE NEWSWIRE) — Life Clips, Inc. (LCLP), an innovative brand of products revolutionizing the way people capture, manage, enjoy, and charge the devices that share life’s moments, is pleased to announce that they have entered into and signed a definitive agreement for the acquisition of Batterfly Energy, ltd. (Mobeego®). The signed definitive agreement is for the complete acquisition of Batterfly Energy, ltd., which will include 100% of their assets including but not limited to Mobeego®. Following this press release, Life Clips will be releasing an 8-K, as this agreement is a “material definitive contract”, the closing of which is subject only to the fulfillment of standard and customary closing conditions.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 7th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production • North Carolina
This AMENDMENT NO. 1 (this “Amendment”) is effective as of June 30, 2016 (the “Amendment Effective Date”), by and among LIFE CLIPS, INC., a Wyoming corporation (“Buyer”), BATTERFLY ENERGY LTD., a company limited by shares incorporated under the laws of the State of Israel (the “Company”), and the undersigned shareholders of the Company (the “Sellers”). Buyer, the Company and the Sellers are each, individually, a “Party” and, collectively, the “Parties.” Capitalized terms used in this Amendment but not defined herein shall have the same meanings as set forth in the Purchase Agreement, as hereinafter defined.
October 1, 2015Consulting Services Agreement • October 8th, 2015 • Blue Sky Media Corp • Services-motion picture & video tape production
Please allow this letter to serve as an expression of our interest in establishing an advisory/consulting relationship between Newbridge Financial, Inc. (“Advisor”) and Blue Sky Media Corporation, a Wyoming corporation (“BKYM” or the “Company”) to provide business advisory and related consulting services to the Company. This letter sets forth the proposed terms of such a relationship.
SHARE EXCHANGE AGREEMENT dated October 2, 2015 by and among Blue Sky Media Corp., a Wyoming corporation, as the Parent,Share Exchange Agreement • October 8th, 2015 • Blue Sky Media Corp • Services-motion picture & video tape production • Delaware
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of October 2, 2015 (the “Signing Date”), by and among Blue Sky Media Corp., a Wyoming corporation (the “Parent”), Wayne Berian (“Berian”) and Hannah Grabowski (“Grabowski”), the seller shareholders (individually a “Seller” and collectively the “Sellers”), and Klear Kapture, Inc., a Delaware corporation (the “Company”) and each of the persons listed on Schedule I hereto who are shareholders of the Company (collectively, the “Shareholders”, and individually a “Shareholder”).
CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is entered into by and between Blue Sky Media Corporation, Inc. ("BSM") and MMT, Inc. ("MMT") this 10th day of April 2014.Consulting Agreement • November 14th, 2014 • Blue Sky Media Corp • Services-motion picture & video tape production • Wyoming
WHEREAS, BSM is in the business of film work and other various media inclusive of media technology; and as such desires to develop certain APPs specifically for the films and commercial film clients of BSM.
SERVICES AGREEMENTServices Agreement • October 8th, 2015 • Blue Sky Media Corp • Services-motion picture & video tape production • North Carolina
THIS SERVICES AGREEMENT (the “Agreement”) is made and entered into as of October 2, 2015 (the “Effective Date”) by and between Wayne Berian and Hannah Grabowski (“Contractor”) and Blue Sky Media Corp., a Wyoming corporation (“BKYM”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2015 • Blue Sky Media Corp • Services-motion picture & video tape production • Wyoming
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2015, by and between Blue Sky Media Corp., a Wyoming corporation, with headquarters located at 800 Grand Avenue, Suite 12A, Carlsbad, CA 92008 (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
Contract AgreementFilm Distribution Agreement • November 14th, 2014 • Blue Sky Media Corp • Services-motion picture & video tape production • Wyoming
Both parties agree and understand that the film titles aforementioned are not completed films but are treatments and/or trailers for films to be completed.
Lock-Up AgreementLock-Up Agreement • June 14th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production
The undersigned understands that Messrs. Hasid and Assis (the “Sellers”) propose to enter into a Stock Purchase Agreement (the “Purchase Agreement”) with Life Clips, Inc., a Wyoming corporation (the “Company”), providing for the sale by the Sellers of all of the outstanding equity securities in Batterfly Energy Ltd. in exchange for, in part, shares of common stock of the Company (the “Shares”).
ACQUISITION AGREEMENT by and between Life Clips, Inc. a Wyoming Corporation and Belfrics BT Pvt Ltd Belfrics Cryptex Pvt Ltd Belfrics Tanzania Ltd Belfrics Nigeria Pvt Ltd Belfrics BT SDN BHD Belfrics Global SDN BHD Belfrics Academy SDN BHD Belfrics...Acquisition Agreement • July 15th, 2021 • Life Clips, Inc. • Photographic equipment & supplies • Wyoming
This Acquisition Agreement (the “Agreement”) is dated as of this 7th day of July, 2021 by and among Life Clips, Inc., a Wyoming corporation, (“LCLP”),
PROMISSORY NOTE AND STOCK PLEDGE AGREEMENTPromissory Note and Stock Pledge Agreement • July 12th, 2016 • Life Clips, Inc. • Services-motion picture & video tape production • North Carolina
FOR VALUE RECEIVED, the undersigned, Life Clips, Inc., a Wyoming corporation (“Maker”), hereby promises to pay to the order of each of Nataly Assis, Ofer Hasid, Elad Ronen, Shirel Dahan and Cytex Inc. (each, a “Payee,” together, the “Payees,” and together with any subsequent holders of this Promissory Note and Stock Pledge Agreement, the “Holders”), his or her Pro-Rata Share (as hereinafter defined) of the principal sum of Five Hundred Thousand Dollars ($500,000), together with all accrued interest thereon at a rate equal to 1.0% per annum, with $250,000 of principal plus all accrued but unpaid interest under this Note to be paid on each of October 11, 2016 and February 13, 2017. The term of this Note shall be period commencing on the date hereof and ending on the date final payment is made in full of all amounts due hereunder. “Pro-Rata Share” means, with respect to any Payee, that percentage for such Payee set forth on Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2022 • Life Clips, Inc. • Photographic equipment & supplies • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 23rd day of June 2021 (the “Effective Date”), by and between ROBERT GRINBERG (“Employee”), whose address is 1835 NE Miami Gardens Dr., #237, North Miami Beach, FL 33179 and LIFECLIPS Inc., a Wyoming corporation, whose address is 18851 NE 29th Ave., Suite 700, Aventura, FL 33180 (the “Company”).
