Healthsport, Inc. Sample Contracts

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STANDARD OFFICE SPACE LEASE
Logisoft Corp • May 22nd, 2000 • Services-management services
May 1, 2001 SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Team Sports Entertainment Inc • April 15th, 2003 • Services-management services • Texas

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to acquire units (the “Units”) at a price of $100.00 per unit, with each Unit consisting of four hundred (400) shares of the common stock of Logisoft Corp., a Delaware corporation (the “Company”), par value $.001 per share (the “Common Stock”), and one (1) common stock purchase warrant designated as the “A” warrant (the “Warrants”) (collectively the “Registrable Securities”). The “A” warrant included in each Unit, which is assessable, entitles the holder to purchase two hundred (200) shares of Common Stock at a purchase price of $1.00 per share. The “A” warrant expires on the earlier of (i) 5:00 p.m. Eastern Standard Time on the three (3) year anniversary of the date that the Securities and Exchange Commission declares effective a registration statement that registers the resale of the Common Stock issuable upon exercise of the “A” warrant under the Securities Act of 1933, as amended or (ii) seventy-two (72

SALES REPRESENTATIVE AGREEMENT
Sales Representative Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • North Carolina

THIS AGREEMENT (the “Agreement”) is made as the 14th day of April, 2003 (“Effective Date”), between TEAM RACING AUTO CIRCUIT, LLC, a Delaware limited liability company and a wholly owned subsidiary of TEAM SPORTS ENTERTAINMENT, INC, a Delaware corporation, having an office at 13801 Reese Blvd. West, Suite 150, Huntersville, North Carolina 28078 (“TRAC”), and Raycom Sports, a corporation (“Raycom”).

MANUFACTURING LICENSE AGREEMENT
Manufacturing License Agreement • April 14th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • California

This Manufacturing License Agreement (the “Agreement”) is made and entered into as of this 13th day of August, 2009 by and between InnoZen, Inc., a Delaware corporation with offices at 6429 Independence Avenue, Woodland Hills, California (“InnoZen”) and Supplemental Manufacturing & Ingredients, LLC., dba SMI Manufacturing, an Arizona limited liability company with offices at 2401 West 1st Street, Tempe, Arizona (“SMI”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Employment Agreement, effective as of November 4, 2009 (the “Agreement”) is made by and between HealthSport, Inc., a Delaware corporation (the “Company”), and Robert S. Davidson (“Executive”). For purposes of this Agreement, the term “Company” refers jointly and severally to HealthSport, Inc., InnoZen, Inc., its subsidiary as well as its affiliates, predecessors, successors, subsidiaries, or other related companies.

SEPARATION AGREEMENT
Separation Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Separation Agreement (“Agreement”) is made and entered into as of November 4, 2009 by and between Matthew Burns, an individual (“Burns”), and HealthSport, Inc., a Delaware corporation (“HealthSport”), with respect to the following facts:

HEALTHSPORT, INC. 2009 EQUITY INCENTIVE PLAN STOCK AWARD AGREEMENT
Incentive Plan Stock Award Agreement • December 4th, 2009 • Healthsport, Inc. • Pharmaceutical preparations

Healthsport, Inc., a Delaware corporation, (the “Company”), hereby awards a Stock Award of restricted stock (the “Restricted Stock”) to the Participant named below. The terms and conditions of the Stock Award are set forth in this cover sheet and the attached Stock Award Agreement (collectively, the “Agreement”) and in the 2009 Equity Incentive Plan (the “Plan”). The text of the Plan is incorporated in the Agreement by this reference.

SECOND AMENDMENT TO PROMISSORY NOTE
Promissory Note • July 15th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • California

THIS SECOND AMENDMENT TO PROMISSORY NOTE (the “Second Amendment”) is made and entered into as of July 14, 2010 by and between Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (“Obligor”) and HealthSport, Inc. a Delaware corporation (“Holder”), holder of that certain Promissory Note executed by Obligor dated as of December 1, 2009 in the original principal amount of Eight Million Dollars (US$8,000,000), as amended by that certain Amendment to Promissory Note dated March 19, 2010 (as amended, the “Note”).

PROMISSORY NOTE PURCHASE AGREEMENT
Promissory Note Purchase Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • North Carolina

This PROMISSORY NOTE PURCHASE AGREEMENT is dated as of September 1, 2002 (this “AGREEMENT”) by and between TEAM SPORTS ENTERTAINMENT, INC., a Delaware corporation (the “COMPANY”), and the entities listed on EXHIBIT “A” hereto (each a “PURCHASER” and collectively, the “PURCHASERS”).

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 25th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 19, 2010 by and between Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (“Investor”) and HealthSport, Inc. a Delaware corporation (the “Company”).

AMENDMENT TO STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • March 25th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT TO STOCK PLEDGE AGREEMENT (this “Amendment”) is made and entered into as of March 19, 2010 by and between Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (“Debtor”) and HealthSport, Inc. a Delaware corporation (“Secured Party”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • Georgia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of December, 2001 by and between TEAM SPORTS ENTERTAINMENT, INC., a Delaware Corporation (“TSPT”), and WILLIAM G. MILLER, an individual resident of the State of Georgia (the “Executive”), and is effective as of January 1, 2002 (the “Effective Date”).

MODIFICATION AGREEMENT (Modification of Maturity Date & Principal Amount)
Modification Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • North Carolina

THIS MODIFICATION AGREEMENT is made effective April 15, 2003 by and between TEAM SPORTS ENTERTAINMENT, INC., a Delaware corporation, with its office and principal place of business at 13801 Reese Blvd., West Suite 150, Huntersville, North Carolina 28078 (“Borrower”); and , [complete the following as applicable] [a resident of the State of ] [an entity organized under the laws of the State of ] (“Lender”).

SEPARATION AGREEMENT
Separation Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Separation Agreement (“Agreement”) is made and entered into as of November 4, 2009 by and between M. E. Hank Durschlag, an individual (“Durschlag”), and HealthSport, Inc., a Delaware corporation (“HealthSport”), with respect to the following facts:

AMENDMENT TO PROMISSORY NOTE
Promissory Note • March 25th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is made and entered into as of March 19, 2010 by and between Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (“Obligor”) and HealthSport, Inc. a Delaware corporation (“Holder”), holder of that certain Promissory Note executed by Obligor dated as of December 1, 2009 in the original principal amount of Eight Million Dollars (US$8,000,000)(the “Note”).

ESPN, Inc. AGREEMENT
Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • New York

THIS AGREEMENT, dated as of, April 7, 2003, is between TEAM RACING AUTO CIRCUIT, LLC, a Delaware limited liability company located at 13801 Reese Boulevard West, Suite 150, Huntersville, North Carolina 28078 (“TRAC”), ESPN, INC., a Delaware corporation with offices at ESPN Plaza, Bristol, Connecticut 06010-7454 (“ESPN”) and ESPN Productions, Inc., a Delaware corporation with offices at ESPN Plaza, Bristol, Connecticut 06010-7454 (“Productions”).

MODIFICATION AGREEMENT (Modification of Maturity Date)
Modification Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • North Carolina

WHEREAS, Borrower has previously executed and delivered to Lender a certain Senior Secured Convertible Promissory Note dated September 1, 2002, in the original aggregate principal amount of $ (the “Note”) pursuant to a Promissory Note Purchase Agreement dated as of September 1, 2002 (the “Purchase Agreement”) by and among the Borrower, the Lender and the other lenders listed on the signature pages thereto (collectively with the Lender, the “Lenders”), and the indebtedness evidenced by the Note being secured by a Security Agreement dated September 1, 2002 (the “Security Agreement”) by and among the Borrower, as grantor, and the Lenders, as secured parties. The Note, the Purchase Agreement and the Security Agreement and all other documents, instruments and agreements executed in connection therewith are referred to collectively as the “Loan Documents.” The term “Notes” refers to all senior secured convertible promissory notes issued by Borrower to the Lenders pursuant to the Purchase Agr

SEPARATION AGREEMENT
Separation Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Separation Agreement (“Agreement”) is made and entered into as of November 6, 2009 by and between Jeffrey Wattenberg, an individual (“Wattenberg”), and HealthSport, Inc., a Delaware corporation (“HealthSport”), with respect to the following facts:

EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 31, 2007
Agreement and Plan of Merger • February 6th, 2007 • Healthsport, Inc. • Services-management services • Delaware
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AMENDMENT TO MERGER AGREEMENT
Amendment to Merger Agreement • July 15th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • Arizona

THIS AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into as of July 14, 2010 by and among HealthSport, Inc., a Delaware corporation (the “Buyer”), HealthSport Subsidiary, LLC., a Nevada limited liability company that is a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (the “Target”).

SECURITY AGREEMENT
Security Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • North Carolina

WHEREAS, on the date hereof, the Grantor has executed secured convertible promissory notes, in favor of each of the Secured Parties in an aggregate principal amount of $2,500,000.00 (the “Note”), issued pursuant to the Promissory Note Purchase Agreement, dated as of the date hereof among the Grantor and the Secured Parties (the “Purchase Agreement”). In order to provide security for the payment of all of the obligations of the Grantor to the Secured Parties under the Notes, the Grantor has agreed to grant to the Secured Parties a continuing lien and security interest in all of the Grantor’s Assets (as defined below) and to execute this and such other security agreements and instruments as are necessary to grant such lien and security interest and enable the Secured Parties to perfect such security interest.

SEPARATION AGREEMENT
Separation Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Separation Agreement (“Agreement”) is made and entered into as of November 4, 2009 by and between Anthony Seaber, an individual (“Seaber”), and HealthSport, Inc., a Delaware corporation (“HealthSport”), with respect to the following facts:

Maxx Motorsports, Inc. Greenville, SC 29615 AGREEMENT
This Agreement • April 15th, 2003 • Team Sports Entertainment Inc • Services-management services • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into effective as of May , 2001 by and between MAXX MOTORSPORTS, INC., a Delaware corporation with its principal place of business in Greenville, South Carolina (referred to herein as the “Company”) and ROBERT J. WUSSLER, a resident of Maryland (referred to herein as the “Wussler”).

SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • July 15th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • California

THIS SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT (this “Second Amendment”) is made and entered into as of July 14, 2010 by and between Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (“Debtor”) and HealthSport, Inc. a Delaware corporation (“Secured Party”).

Merger Agreement Among Healthsport, Inc., Healthsport Subsidiary, LLC, and Supplemental Manufacturing & Ingredients LLC May 21, 2010
Merger Agreement • May 24th, 2010 • Healthsport, Inc. • Pharmaceutical preparations • Arizona

This Merger Agreement (the “Agreement”) is entered into as of May 21, 2010, by and among HealthSport, Inc., a Delaware corporation (the “Buyer”), HealthSport Subsidiary, LLC, a Nevada limited liability company that is a wholly-owned Subsidiary of the Buyer (the “Transitory Subsidiary”), and Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (the “Target”). The Buyer, the Transitory Subsidiary, and the Target are referred to collectively herein as the “Parties.”

HEALTHSPORT, INC. 2009 EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • December 4th, 2009 • Healthsport, Inc. • Pharmaceutical preparations

Healthsport, Inc., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Healthsport, Inc. 2009 Equity Incentive Plan (the “Plan”).

SEPARATION AGREEMENT
Separation Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Separation Agreement (“Agreement”) is made and entered into as of November 4, 2009 by and between Daniel Kelly, an individual (“Kelly”), and HealthSport, Inc., a Delaware corporation (“HealthSport”), with respect to the following facts:

WARRANT TO PURCHASE COMMON STOCK OF HEALSPORT, INC. VOID AFTER JANUARY 6, 2016
Healthsport, Inc. • April 1st, 2011 • Pharmaceutical preparations • Delaware

This Warrant is issued to Donald N. Raskin and Sharon L. Raskin, as Trustees of the Raskin Family Trust u/t/a dated January 18, 2008 (the “Holder”) by HEALTHSPORT, INC., a Delaware corporation (the “Company”), on January 6, 2011. This Warrant is issued pursuant to the terms of that certain Note and Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) in connection with the Company’s issuance and sale of convertible notes dated as of the same date (the “Convertible Note”). This Warrant is for the purchase of 300,000 shares of common stock at the exercise price of $0.09 per share subject to any adjustment the conversion shares may be subject to.

STOCK PURCHASE AGREEMENT HEALTHSPORT, INC.
Stock Purchase Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Stock Purchase Agreement (“Agreement”) dated November 6, 2009 is made and entered into by and between HealthSport, Inc., a Delaware corporation (the “Company”) and Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (the “Investor”), with respect to the following facts:

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 10th, 2009 • Healthsport, Inc. • Pharmaceutical preparations • California

This Stock Pledge Agreement (“Agreement”) dated November _____, 2009 is made and entered into by and between HealthSport, Inc., a Delaware corporation (“Secured Party”) and Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (“Debtor”), with respect to the following facts:

LOAN AGREEMENT HEALTHSPORT, INC.
Loan Agreement • April 1st, 2011 • Healthsport, Inc. • Pharmaceutical preparations • Arizona

This Loan Agreement (the “Agreement”) dated March 8, 2011 is made and entered into by and between HealthSport, Inc., a Delaware corporation (the “Company”) and DONALD N. RASKIN and SHARON L. RASKIN, as Trustees of the RASKIN FAMILY TRUST, u/t/a dated January 18, 2008, if and as amended, DONALD N. RASKIN and SHARON L. RASKIN, as Settlors, and all successor trustees, individuals residing in the State of Arizona, or his registered assigns, (the “Lender”).

EXHIBIT 99.1 HEALTHSPORT AND INNOZEN EXTEND MERGER AGREEMENT ----------------------------------------------- COMPANIES COMMITTED TO CLOSING MERGER AND LAUNCHING NEW PRODUCTS UNDER THE ENLYTEN(TM) BRAND AMHERST, N.Y. and WOODLAND HILLS, CA (March 20,...
Healthsport and Innozen Extend Merger Agreement • March 22nd, 2007 • Healthsport, Inc. • Services-management services

AMHERST, N.Y. and WOODLAND HILLS, CA (March 20, 2007) -- HEALTHSPORT, INC. (OTCBB: HSPO), a developer and marketer of branded nutritional supplements in a one-of-a-kind edible film strip delivery system, announced today an agreement to extend the previously announced Agreement and Plan of Merger dated January 31, 2007 with INNOZEN(R), INC. (http://www.innozen.com). Following the completion of the merger, HealthSport will become a fully integrated developer, manufacturer and marketer of unique and proprietary branded and private label nutritional supplements and over-the-counter drug products.

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