RECITALS:Share Exchange Agreement • July 2nd, 2008 • Omega Commercial Finance Corp • Short-term business credit institutions • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2012 • Omega Commercial Finance Corp • Short-term business credit institutions • Delaware
Registration Rights Agreement (the “Agreement”), dated as of March 8, 2012 by and between OMEGA COMMERCIAL FINANCE CORPORATION., a corporation organized under the laws of Wyoming, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • May 24th, 2012 • Omega Commercial Finance Corp • Short-term business credit institutions • Massachusetts
Pursuant to the Put given by OMEGA COMMERCIAL FINANCE CORPORATION. to Dutchess Opportunity Fund, II, LP on ____________________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess.
RECITALSRescission Agreement • July 8th, 2008 • Omega Commercial Finance Corp • Short-term business credit institutions
UNIT SUBSCRIPTION AGREEMENT For Purchase of Units of Convertible Preferred Shares And Warrants to Purchase Common Shares in: Omega Commercial Finance Corporation Miami Beach ,Florida 33139Unit Subscription Agreement • October 9th, 2013 • Omega Commercial Finance Corp • Short-term business credit institutions
This is an offer to sell securities of Omega Commercial Finance Corporation ("Company") to the Investor(s). This Unit Subscription Agreement is conditional on completed Due Diligence meeting the satisfaction of the Investor(s), obtaining appropriate legal opinions and signing of the completed Transaction Documents.
ACCOUNT MANAGEMENT AGREEMENT For Management of the Unit Subscription Agreements USA 68207V208 OCFN No's: XX-XY Date: September 4, 2013 Between: Omega Commercial Finance Corporation Miami Beach, Florida 33139 A WY Company And: Those Investors...Account Management Agreement • October 9th, 2013 • Omega Commercial Finance Corp • Short-term business credit institutions
This agreement will serve as the Account Control Agreement between the Investor(s), and Omega Commercial Finance Corporation (the "Company"). This Agreement to be held and managed by Elco Securities, Ltd. (the “Intermediary”).
THE DEFINITIVE AGREEMENT FOR THE SHARE EXCHANGE & ACQUISITION OF USA TAX & INSURANCE SERVICES & AMERICAN INVESTMENT SERVICES LLC BY OMEGA COMMERCIAL FINANCE CORPORATIONShare Exchange Agreement • January 11th, 2013 • Omega Commercial Finance Corp • Short-term business credit institutions • Florida
THIS DEFINITIVE AGREEMENT FOR A SHARE EXCHANGE AND ACQUISITION (the “Agreement"), executed on October ___, 2012 by and among OMEGA COMMERCIAL FINANCE CORPORATION, a Wyoming corporation herein referenced as ("OMEGA"), and USA TAX & INSURANCE SERVICES, INC., a Florida subchapter S Corp., herein referenced as (“USTIS”) and AMERICAN INVESTMENT SERVICES LLC herein referenced as (“AIS”) a Florida Limited Liability Company, and collectively referred to herein (“THE COMPANY”), and Stephen Hand herein referenced as (the MAJORITY SHAREHOLDER). The current managing members and MAJORITY SHAREHOLDER of (“USTIS”) AND (“AIS”) along with OMEGA, are collectively referred to herein as the (“PARTIES”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 1st, 2007 • Dol Resources Inc • Crude petroleum & natural gas • Virginia
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made this 27th day of July, 2007 (the “Effective Date”), by and among Jon S. Cummings, IV. an individual with a principal address of 200 South Biscayne Boulevard, Suite 4450, Miami, FL 33131 (“Buyer”) and Belmont Partners, LLC (“Seller”), a shareholder owning common stock of DOL Resources, Inc., (the “Company”).
AGREEMENT FOR SHARE EXCHANGE AND ACQUISITION.Share Exchange Agreement • February 25th, 2009 • Omega Commercial Finance Corp • Short-term business credit institutions • Florida
THIS AGREEMENT FOR SHARE EXCHANGE (this "Agreement") is dated as of February 15, 2009, by and among OMEGA COMMERCIAL FINANCE CORP., a Wyoming corporation ("OMEGA"), BBB DEVELOPMENTS MEXICO Developments Mexico S de RL de CV ("BBB DEVELOPMENTS MEXICO") a Mexican limited liability company and , the managing members and shareholder of BBB DEVELOPMENTS MEXICO (the "MAJORITY SHAREHOLDER"). RECITALS:
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY...Warrant Agreement • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions
THIS CERTIFIES THAT, for good and valuable consideration, MARK FEANNY (“Holder”), or holder’s registered assigns, is entitled to subscribe for and purchase from OMEGA COMMERCIAL FINANCE CORPORATION, a Wyoming corporation (the “Company”), at any time from and after March 4, 2016 (the “Commencement Date”) through the fifth anniversary of the Commencement Date (such five-year period, the “Exercise Period”), Twenty Million and no/100 (20,000,000) fully paid and non-assessable shares of the common stock of the Company (“Shares”) at a price per Share of $0.001 (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.
PROMISSORY NOTEPromissory Note • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions
FOR VALUE RECEIVED, the undersigned, Omega Commercial Finance Corporation, a Wyoming corporation (the “Borrower”), whose principal executive office address is 200 East Campus View Blvd., Suite 200, Columbus, OH 43235, promises to pay to the order of Mark Feanny, MD (“Lender”) without grace, at 10223 Broadway, Suite P433, Pearland, TX 77584 or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (such amount, the “Loan Amount”), together with interest thereon as provided below, in lawful money of the United States of America, which shall at the time of payment be in immediately available funds.
AGREEMENT FOR SHARE EXCHANGEShare Exchange Agreement • July 18th, 2008 • Omega Commercial Finance Corp • Short-term business credit institutions • Florida
THIS AGREEMENT FOR SHARE EXCHANGE (this "Agreement") is dated as of July 17, 2008, by and among OMEGA COMMERCIAL FINANCE CORP., a Florida corporation ("OMEGA"), Ocean's 21-MIAMI LLC ("21 OCEANS") a Nevada limited liability company and Steven Yamashiro, the sole managing member and shareholder of OCEANS (the "MAJORITY SHAREHOLDER").
FIRST AMENDMENT OF THE DEFINITIVE AGREEMENT FOR THE SHARE EXCHANGE & ACQUISITION OF USA TAX & INSURANCE SERVICES & AMERICAN INVESTMENT SERVICESShare Exchange & Acquisition Agreement • April 16th, 2013 • Omega Commercial Finance Corp • Short-term business credit institutions
This First Amendment of the Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered via photocopy, facsimile, or electronic mail attachment shall be deemed equivalent to original signature for all purposes.
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among OMEGA COMMERCIAL FINANCE CORPOATION a Wyoming Corporation and OMEGA CAPITAL FUNDING LLC a Florida Limited Liability Company effective as of September 17, 2007Stock Purchase Agreement and Share Exchange • September 20th, 2007 • Omega Commercial Finance Corp • Crude petroleum & natural gas • New Jersey
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 17th day of September, 2007, by and among OMEGA COMMERCIAL FINANCE CORPORATION, a Wyoming corporation with its principal place of business located at 200 South Biscayne Boulevard, 44th Floor, Miami, Florida ("OCF CORP"); OMEGA CAPITAL FUNDING LLC a Limited Liability Company with its principal place of business at 200 South Biscayne Boulevard, 44th Floor, Miami, Florida ("OCFI") and the shareholders of shareholders of OMEGA CAPITAL FUNDING, LLC. (“Shareholders”) (collectively OCFI and the OCFI shareholders shall be known as the “OCFI Group”).
AMENDMENT OF THE Omega Commercial Finance Corp. & Towers Real Estate Limited Strategic Alliance AgreementStrategic Alliance Agreement • April 16th, 2013 • Omega Commercial Finance Corp • Short-term business credit institutions
WHEREAS, both the original STRATEGIC ALLIANCE AGREEMENT as made and entered into as of April 1st 2012 by and between CCRE Capital LLC a wholly owned subsidiary of Omega Commercial Finance Corporation, herein after referenced as (“OMEGA”), and Towers Real Estate Limited a British Company, and its managing members, assignees, affiliates and agents herein after referenced as ("TOWERS") as collectively the (“Strategic Alliance” and or "Partners”) hereby state as follows as of the date herein the operating of TOWERS (the "Subsidiary Strategic Alliance”) to undertake the acquisition, development, and renovation of existing buildings (the “Project”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions • Texas
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), is made effective as of the 4th day of March, 2016, by and between JON S. CUMMINGS IV (“Pledgor”) and MARK FEANNY (“Secured Party”). Omega Commercial Finance Corporation, a Wyoming corporation (the “Company”), joins this Security Agreement for the sole purpose of agreeing to and acknowledging the provisions of Section 8 herein.
PERSONAL GUARANTYPersonal Guaranty • March 18th, 2016 • Omega Commercial Finance Corp • Short-term business credit institutions
The undersigned, Jon S. Cummings IV, Todd C. Buxton and Eran Danino (each, a “Guarantor” and collectively, “Guarantors”), being officers and shareholders of Omega Commercial Finance Corporation, a Wyoming corporation (“Borrower”), for direct and indirect consideration, the receipt and adequacy of which are hereby expressly acknowledged, jointly and severally, do hereby personally guarantee the full and punctual payment and performance by Borrower under that certain Promissory Note of even date herewith (the “Note”) made in the original principal amount of Five Hundred Thousand Dollars ($500,000.00) made by Borrower in favor of Mark Feanny (“Lender”), a copy of which Note is attached hereto as Exhibit A.
AMENDMENT OF THE Omega Commercial Finance Corp. & Gardens VE Limited Strategic Alliance AgreementStrategic Alliance Agreement • April 16th, 2013 • Omega Commercial Finance Corp • Short-term business credit institutions
WHEREAS, both the original STRATEGIC ALLIANCE AGREEMENT as made and entered into as of February 10, 2012 and the March 27, 2013 AMENDMENT by and between CCRE Capital LLC a wholly owned subsidiary of Omega Commercial Finance Corporation, herein after referenced as (“OMEGA”), and Gardens VE Limited (Company No. 07071936) a British Company, and its managing members, assignees, affiliates and agents herein after referenced as ("GARDENS") as collectively the (“Strategic Alliance” and or "Partners”) hereby state as follows as of the date herein the operating of GARDENS (the "Subsidiary Strategic Alliance”) to undertake the acquisition and refurbishment of the La Posta Golf Course and Luxury Hotel (the “Project”).
