REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2021 • OMNIQ Corp. • Services-computer integrated systems design
ANNEX AAgreement and Plan of Reorganization • March 22nd, 2006 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries • Nevada
RECITALSSettlement Agreement • April 18th, 2007 • Strategic Gaming Investments, Inc. • Services-miscellaneous amusement & recreation • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2021 • OMNIQ Corp. • Services-computer integrated systems design • New York
Name of holder (the “Holder”) is providing this letter in connection with the removal of restrictive legend with respect to ______________ shares of common stock, par value $0.001 per share. The resale of the Shares is covered by a Registration Statement on Form S-1 (File No. 333-XXXXXX), which became effective on ________(date) (the “Registration Statement”). ________________(name of counsel)., counsel to the Company (the “Counsel”) has delivered to Equity Stock Transfer a legal opinion regarding the removal of the restrictive legend.
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made effective as of January 11, 2007 (the "EFFECTIVE DATE"), and is entered into by and between NEOLINK WIRELESS CONTENT, INC., a Nevada corporation ("COMPANY"), whose address for...Employment Agreement • January 18th, 2007 • Strategic Gaming Investments, Inc. • Services-miscellaneous amusement & recreation • California
EXHIBIT 2.1 REORGANIZATION AGREEMENT This REORGANIZATION AGREEMENT dated as of October 31, 2008 (the "Agreement") is by and between Amerigo Energy, Inc., a Delaware corporation ("Amerigo Energy") and Granite Energy, Inc., a Nevada corporation...Reorganization Agreement • March 3rd, 2009 • Amerigo Energy, Inc. • Services-miscellaneous amusement & recreation • Nevada
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT QUEST SOLUTION, Inc.Placement Agent Common Stock Purchase Warrant • April 9th, 2019 • Quest Solution, Inc. • Services-computer integrated systems design
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. 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 5:00 p.m. (New York City time) on October 9, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from QUEST SOLUTION, Inc. a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Placement Agency Agreement, dated as of April 4, 2019, by and between the Company and ThinkEquity, a division of Fordham Financial Management, I
COMMON STOCK PURCHASE WARRANT QUEST SOLUTION, Inc.Common Stock Purchase Warrant • April 9th, 2019 • Quest Solution, Inc. • Services-computer integrated systems design
THIS COMMON STOCK PURCHASE WARRANT (this “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 5:00 p.m. (New York City time) on October 9, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from QUEST SOLUTION, Inc. a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • October 11th, 2023 • OMNIQ Corp. • Services-computer integrated systems design • New York
The undersigned, OMNIQ Corp., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of OMNIQ Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT QUEST SOLUTION INC.Common Stock Purchase Warrant • March 1st, 2018 • Quest Solution, Inc. • Services-computer integrated systems design
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, David and Kathy Marin or their assigns (collectively, 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Quest Solution Inc., a Delaware corporation (the “Company”), up to 3,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). The Company is issuing this Warrant to the Holder pursuant to that certain Settlement Agreement between the Company and the Holder dated February 23, 2018 (
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 9th, 2019 • Quest Solution, Inc. • Services-computer integrated systems design • New York
STRATEGIC GAMING INVESTMENTS, INC. NOTE AND WARRANT PURCHASE AGREEMENT JANUARY 11, 2006 NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (the "Agreement") is made as of the 11th day of January, 2007 by and between Strategic...Note and Warrant Purchase Agreement • January 18th, 2007 • Strategic Gaming Investments, Inc. • Services-miscellaneous amusement & recreation • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2016 • Quest Solution, Inc. • Services-computer integrated systems design • Quebec
This Employment Agreement (the “Agreement”) is entered into as of April 19th, 2016 (the “Effective Date”) by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Joey Trombino, an individual (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • April 23rd, 2004 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries • Nevada
THIS CONSULTING AGREEMENT (this "Agreement") is entered into this 1st day of April 2004 and is by and between Left Right Marketing Technology, Inc., a Delaware corporation (hereinafter referred to as the "Company") and, Jeffery D. Petersen or his assignee (herein after referred to as "CONSULTANT"). The Company and Consultant are referred to herein sometimes collectively as the "Parties," and individually as the "Party."
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2015 • Quest Solution, Inc. • Services-computer integrated systems design • Nevada
This Employment Agreement (the “Agreement”) is entered into as of May 1, 2015 (the “Effective Date”) by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Thomas O. Miller, an individual (the “Executive”).
OMNIBUS AMENDMENT TO SALE OF ACCOUNTS AND SECURITY AGREEMENTSSale of Accounts and Security Agreements • May 6th, 2016 • Quest Solution, Inc. • Services-computer integrated systems design • New York
This Omnibus Amendment to Sale of Accounts and Security Agreements (the “Amendment”) is made this 25th day of April, 2016 by and among:
EXCHANGE AND TRANSFER AGREEMENTExchange and Transfer Agreement • December 6th, 2016 • Quest Solution, Inc. • Services-computer integrated systems design • Delaware
THIS EXCHANGE AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into this 30th day of November, 2016 (the “Signing Date”), between and among Viascan Group, Inc., a Canadian corporation (“VGI”) and Quest Solution, Inc., a Delaware corporation (the “Company”), and Quest Exchange Ltd., a Canadian corporation and the Company’s controlled subsidiary (“QEI”, and together with the Company, the “Company Parties”). VGI and the Company Parties are each a “Party” and are collectively, the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2020 • OMNIQ Corp. • Services-computer integrated systems design • Utah
This Employment Agreement (the “Agreement”) is entered into as of February , 2020 (the “Effective Date”) by and between OMNIQ Corp., a Delaware corporation (the “Company”), and Shai Lustgarten, an individual (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • November 10th, 2015 • Quest Solution, Inc. • Services-computer integrated systems design
This SECURITY AGREEMENT, dated as of October 1, 2015 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by QUEST SOLUTION, INC., a Delaware corporation (the “Debtor”), in favor of JASON GRIFFITH, an individual (“Jason Griffith”), as Collateral Agent (as defined below) for the benefit of himself; Jason Griffith and his successors, transferees and assigns are sometimes referred to herein individually as an “Secured Party” and collectively as the “Secured Parties”).
EQUITY-FOR-DEBT EXCHANGE AGREEMENTEquity-for-Debt Exchange Agreement • October 20th, 2003 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries • Nevada
This Equity-For-Debt Exchange Agreement (the "Agreement") is made and entered into as of this 29th day of September 2003, by and between Left Right Marketing Technology, Inc. a Delaware corporation (the "Company") and The Estate of William T. O'Donnell, Sr. (the "Note Holder").
PROMISSORY NOTE CONVERSION AGREEMENT FOR US NOTEHOLDERSPromissory Note Conversion Agreement • August 22nd, 2016 • Quest Solution, Inc. • Services-computer integrated systems design • Delaware
THIS PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is entered into as of June 17, 2016 by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and _______________ (“Noteholder”).
SALE OF ACCOUNTS AND SECURITY AGREEMENTSale of Accounts and Security Agreement • November 10th, 2015 • Quest Solution, Inc. • Services-computer integrated systems design • New York
Quest Marketing Inc., an Oregon corporation, with its principal offices and domicile at 2580 Anthem Village Drive, Henderson, NV 89052 (“Quest Marketing”) and Bar Code Specialties, Inc., a California corporation, with its principal offices and domicile at 12272 Monarch Street, Garden Grove, CA 92841 (“Bar Code Specialties”, and together with Quest Marketing, individually and collectively, as the context requires, “Seller”) and Faunus Group International, Inc., a Delaware corporation (“FGI”), hereby agree, intending to be legally bound, to the terms and conditions set forth in this Sale of Accounts and Security Agreement (“Agreement”).
SUBLEASE AGREEMENTSublease Agreement • April 19th, 2004 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries • Nevada
THIS SUBLEASE AGREEMENT (this "Sublease" or this "Agreement") is entered into this 1st day of October 2003 by and between Left Right Marketing Technology, Inc., a Delaware corporation ("Sublessor"), and Hall Communications, Inc., a Nevada corporation ("Subtenant"). Sublessor and Subtenant are referred to herein sometimes collectively as the Parties.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 5th, 2017 • Quest Solution, Inc. • Services-computer integrated systems design • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT dated October 02, 2017 (the “Effective Date”) is entered by and between Quest Solution, Inc., a company incorporated under the laws of Delaware (the “Company”), and Benjamin Kemper, an individual (the “Executive”), with reference to the following facts:
EQUITY-FOR-DEBT EXCHANGE AGREEMENTEquity-for-Debt Exchange Agreement • April 11th, 2005 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries • Nevada
This Equity-For-Debt Exchange Agreement (the "Agreement") is made and entered into as of this 15th day of March 2005, by and between Left Right Marketing Technology, Inc. a Delaware corporation (the "Company") and Matthew Schultz, an individual (the "Creditor").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN QUEST SOLUTION, INC. AND SCOT ROSSEmployment Agreement • May 5th, 2016 • Quest Solution, Inc. • Services-computer integrated systems design
The Employment Agreement, dated November 20, 2014, as amended by that certain First Amendment to Employment Agreement, dated April 27, 2015 (collectively, the “Employment Agreement”), by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Scot Ross, an individual (the “Executive”) is hereby amended, effective as of May 2, 2016 (the “Effective Date”), as set forth herein.
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • September 9th, 2019 • Quest Solution, Inc. • Services-computer integrated systems design
THIS AGREEMENT (“Agreement”) is made and entered into this 5th day of September, by and between HTS Image Ltd., of business address at_____________________, Israel, Quest Solution, Inc. a Delaware company (together the “Company”) and Neev Nissenson (“Executive”).
ASSET PURCHASE AGREEMENT between EYEPAX IT CONSULTING LLC and LALITH CALDERA and SHIRDELLAH CALDERA and EYEPAX ACQUISITION CORPORATION dated as ofAsset Purchase Agreement • March 4th, 2020 • OMNIQ Corp. • Services-computer integrated systems design • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of February 28, 2020, is deemed to be effective as of September 30, 2019 (the “Effective Date”) and is entered into between EyepaxIT Consulting LLC, a California limited liability company (“Seller”), Lalith Caldera, an individual (“Lalith”) and Shirdellah Caldera, an individual (together with Lalith, the “Members”) and Eyepax Acquisition Corporation, a Delaware corporation (“Buyer”).
SERVICE AGREEMENTService Agreement • August 20th, 2004 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries
This Agreement between CrazyGrazer.com ("Client") and IT Strategies International Corporation ("ITSIC") is entered into on the date signed below by both parties' authorized representatives; if the two parties sign on different dates, then the later date shall be the effective date. Whereas, from time-to-time, Client wishes to purchase professional consulting services from ITSIC and ITSIC wishes to provide these services to Client, now therefore Client and ITSIC make the following mutual promises.
LEASE AGREEMENTLease Agreement • April 19th, 2004 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries • Nevada
THIS LEASE AGREEMENT (this "Lease" or this "Agreement") is entered into this 1st day of October 2003 by and between DS Properties, a Nevada Limited Partnership ("Landlord"), and Left Right Marketing Technology, Inc., a Nevada corporation ("Tenant"). Landlord and Tenant are referred to herein sometimes collectively as the Parties.
Consulting Engagement Agreement Left Right Marketing Technology Left Right Marketing Technology (LRMK) has agreed to contract Arnaldo Galassi to provide consulting services relating to the business processes and finances relating to Hall...Consulting Agreement • January 23rd, 2004 • Left Right Marketing Technology Inc • Miscellaneous manufacturing industries
This agreement will commence as of December 1, 2003 and conclude on February 28, 2004, unless extended by mutual agreement of both parties. Any additional fees for an agreed extension will be negotiated prior to the extension contract execution.
CONSULTING AGREEMENTConsulting Agreement • March 4th, 2020 • OMNIQ Corp. • Services-computer integrated systems design • New York
This agreement (the “Agreement”), dated February , 2020 (the “Effective Date”) serves as the consulting agreement by and between OMNIQ Corp. and / or any of its subsidiaries (the “Company” or “OMNIQ”) and Campbeltown Consulting Ltd and/or Mr. Carlos J Nissensohn and/or any entity under his control (the “Consultant”) pursuant to which the Consultant shall provide the Company and its controlled entities with certain business development, managerial and financial services in accordance with the terms and conditions of this Agreement.
Consulting AgreementConsulting Agreement • August 4th, 2017 • Quest Solution, Inc. • Services-computer integrated systems design • New York
This agreement dated August 2, 2017 serves as the consulting agreement by and between Quest Solutions Inc. and / or any of its subsidiaries (the “Company” or “QUEST”) and Mr. Carlos J Nissensohn and/or any entity under his control, (the “Consultant” or “Nissensohn”) pursuant to which the Consultant shall provide the Company and its controlled entities with certain business development, managerial and financial services in accordance with the terms and conditions of this agreement.
SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTESecured Subordinated Convertible Promissory Note • November 28th, 2014 • Quest Solution, Inc. • Services-computer integrated systems design • California
FOR VALUE RECEIVED, Quest Solution, Inc., a Delaware corporation, (the “Company” or “Debtor”), hereby promises to pay to the order of DAVID MARIN, an individual, (together with his successors and assigns, the “Note Holder”) the principal sum of Eleven Million Dollars ($11,000,000) in lawful money of the United States of America in immediately available funds, with interest on the outstanding principal amount at the rate provided below, with the payment of such principal and interest made in accordance with the instructions of the Note Holder and on the dates provided below. Concurrent with the execution and delivery of this Note, Kurt Thomet and George Zicman (collectively, the “Other Holders”) are entering into amended and restated secured subordinated convertible promissory notes as set forth on Schedule A hereto (the “Existing Notes”), pursuant to which all of their existing promissory notes issued by the Company are being amended and restated in full. This Note and the Existing Not
ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 29, 2003 BY AND AMONG LEFT RIGHT MARKETING TECHNOLOGY, INC., a Delaware corporation (formerly Global Gaming Technology, Inc.), GLOBAL GAMING TECHNOLOGIES, INC., a Nevada corporation AND...Acquisition Agreement • October 1st, 2003 • Left Right Maketing Technology Inc • Miscellaneous manufacturing industries • Nevada
This Agreement and Plan of Merger (this "Agreement"), dated as of September 29, 2003, is by and among Left Right Marketing Technology, Inc. (formerly Global Gaming Technology, Inc.), a Delaware corporation ("GLOBAL"), Global Gaming Technologies, Inc., a Nevada corporation and wholly owned subsidiary of GLOBAL ("MERGER SUB") and Left Right Marketing & Technology, Inc., a Nevada corporation ("LRMT").
