LIST OF EXHIBITS AND SCHEDULES TO AGREEMENT AND PLAN OF MERGER EXHIBITSEscrow Agreement • August 28th, 2002 • Scores Holding Co Inc • Investors, nec • New York
EXHIBIT 1O.2 MANAGEMENT AGREEMENT -------------------- THIS MANAGEMENT AGREEMENT (Agreement) is entered into this 2nd day of July, 2002 by and between THE INTERNET ADVISORY CORPORATION, a Utah corporation of 150 East 58th Street, New York, New York...Management Agreement • July 25th, 2002 • Internet Advisory Corp • Investors, nec • Florida
EXHIBIT 10.2 OPTION AGREEMENT THIS AGREEMENT is made this 13th day of July, 2000, by and between The Internet Advisory Corporation, a Utah corporation (the "Company") and the undesigned individual resident of the State of Florida (the "Optionee"). FOR...Option Agreement • April 13th, 2001 • Internet Advisory Corp • Investors, nec
EXHIBIT 4.1 ADVISORY Agreement Agreement (the "Agreement") dated as of September 8, 2004 by and among Scores Holding Company Inc. (the "Company") and Monte Weiner (the "Advisor"). W I T N E S S E T H: WHEREAS, the Company and the Advisor entered into...Advisory Agreement • September 22nd, 2004 • Scores Holding Co Inc • Services-amusement & recreation services • New York
AMENDMENT TOAssignment Agreement • April 16th, 2003 • Scores Holding Co Inc • Investors, nec
AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • August 25th, 2004 • Scores Holding Co Inc • Services-amusement & recreation services • New York
Exhibit 2.2 AMENDMENT NO. 1 TO ACQUISITION AGREEMENT This Amendment No. 1 to Acquisition Agreement (this "Amendment") is made and entered into August 12, 2004, by and between Scores Holding Company, Inc., a Utah corporation with its principal place of...Acquisition Agreement • August 25th, 2004 • Scores Holding Co Inc • Services-amusement & recreation services
SUBLICENSE AGREEMENT THIS AGREEMENT made and entered into this 13th day of June, 2003, by and between ENTERTAINMENT MANAGEMENT SERVICES, INC., a New York corporation with its principal office at 533-535 West 27th Street, New York, NY 10001 or designee...Sublicense Agreement • April 15th, 2005 • Scores Holding Co Inc • Services-amusement & recreation services
REORGANIZATION AGREEMENT THIS REORGANIZATION AGREEMENT (the "Agreement") is made and entered into by and between The Internet Advisory Corporation, a Utah Corporation (the "Corporation") and the individuals listed on Exhibit A attached hereto and made...Reorganization Agreement • January 18th, 2000 • Internet Advisory Corp • Investors, nec • Florida
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT dated as of the 1st day of July 2002, among The Internet Advisory Corp., a Utah corporation with its principal place of business at 150 E. 58th Street, New York, New York 10022 ("IACP"); Go West...Employment Agreement • November 20th, 2002 • Scores Holding Co Inc • Investors, nec • New York
BETWEENConvertible Debenture Purchase Agreement • August 25th, 2004 • Scores Holding Co Inc • Services-amusement & recreation services • New York
EXHIBIT 10.2 MASTER LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 31st day of March, 2003, by and between SCORES HOLDING COMPANY, INC., a Utah corporation with its principal place of business at 533-535 West 27th Street, New York, NY...Master License Agreement • April 16th, 2003 • Scores Holding Co Inc • Investors, nec • New York
NOTENote • August 25th, 2004 • Scores Holding Co Inc • Services-amusement & recreation services
EXHIBIT 10.2 CONVERTIBLE DEBENTURE PURCHASE AGREEMENTEscrow Agreement • August 28th, 2002 • Scores Holding Co Inc • Investors, nec • New York
LOAN AGREEMENTLoan Agreement • August 28th, 2002 • Scores Holding Co Inc • Investors, nec • New York
WITNESSETHEmployment Agreement • September 13th, 2006 • Scores Holding Co Inc • Services-amusement & recreation services • New York
WITNESSETHEmployment Agreement • April 16th, 2003 • Scores Holding Co Inc • Investors, nec • New York
ARTICLE I DEFINITIONSIntellectual Property Assignment Agreement • November 20th, 2002 • Scores Holding Co Inc • Investors, nec • New York
G&P LETTERHEAD] November 14, 2005 Mr. Richard Goldring Scores Holding Company, Inc. 533-535 West 27th Street New York, NY 10001 RE: MODIFIED RETAINER AGREEMENT Dear Mr. Goldring: Please accept this letter as confirmation that Scores Holding Company,...Scores Holding Co Inc • November 29th, 2005 • Services-amusement & recreation services
Please accept this letter as confirmation that Scores Holding Company, Inc. (the "Company"), has agreed to modify the retainer agreement dated June 7, 2000 (the "Retainer") between the Company and Gottbetter & Partners, LLP. ("G&P"), effective November 14, 2005. The modification, which we understand was approved by the Company's Board of Directors, is for the Company to pay part of its outstanding bill for legal services with shares of the Company's common stock, $.001 par value.
AMENDED AND RESTATED MASTER LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 13th day of November, 2006, by and between SCORES HOLDING COMPANY, INC., a Utah corporation with its principal place of business at 533-535 West 27th Street, New...Master License Agreement • November 15th, 2006 • Scores Holding Co Inc • Services-amusement & recreation services • New York
EXHIBIT 10.2 MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE AGREEMENTS AND RELATED TRANSACTION DOCUMENTS THIS MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE AGREEMENTS AND RELATED TRANSACTION DOCUMENTS (this "Agreement"), is made and...Scores Holding Co Inc • November 20th, 2002 • Investors, nec
EXHIBIT 10.1 COLLATERAL LOAN AGREEMENT This Collateral Loan agreement (the "Agreement"), dated this 1st day of April, 2002, is entered into between Interauditing Srl, an Italian Corporation with a principal address at Piazza Duca D'Aosta 6, 20124...Collateral Loan Agreement • April 15th, 2002 • Internet Advisory Corp • Investors, nec • New York
Houston) SCORES TRADEMARK LICENSE AGREEMENTScores Trademark License Agreement • May 20th, 2014 • Scores Holding Co Inc • Services-amusement & recreation services • New York
THIS AGREEMENT (the “Agreement”) is made and entered into this [14] day of [February] 2014 (the “Effective Date”) by and between SCORES LICENSING CORP., a Delaware corporation, with its principal office at 617 11th Avenue, New York, NY 10036 (“SLC”) and [Houston KP LLC], a [Domestic Limited Liability Company], with its principal office at 6340 Westheimer Road Houston, Texas 77057] (“Licensee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2013 • Scores Holding Co Inc • Services-amusement & recreation services • New York
STOCK PURCHASE AGREEMENT, dated as of January 27, 2009, among ELLIOT OSHER (“Elliot”), HARVEY OSHER (“Harvey”), RICHARD GOLDRING (“Goldring”, and together with Elliot and Harvey, the “Sellers” and each, a “Seller”), and MITCHELL’S EAST LLC, a New York limited liability company (“Buyer”).
KGL LETTERHEAD] June 20, 2002 Mr. Richard Goldring The Internet Advisory Corporation 150 E. 58th Street New York, NY 10022 RE: MODIFIED RETAINER AGREEMENT Dear Mr. Goldring: Please accept this letter as confirmation that The Internet Advisory...Internet Advisory Corp • June 27th, 2002 • Investors, nec
AGREEMENT GRANT OF OPTIONSStock Option Agreement • April 23rd, 2003 • Scores Holding Co Inc • Investors, nec • New York
This Stock Option Agreement is made as of October 22, 2002 by and between Scores Holding Company, Inc. (the "Corporation"), and Richard Goldring (the "Optionee").
License Agreement, dated January 27, 2009, between the Registrant and I.M. Operating LLCLicense Agreement • April 15th, 2009 • Scores Holding Co Inc • Services-amusement & recreation services
EXHIBIT 4 [G&P LETTERHEAD] June 10, 2005 Mr. Richard Goldring Scores Holding Company, Inc. 533-535 West 27th Street New York, NY 10001 Re: Modified Retainer Agreement Dear Mr. Goldring: Please accept this letter as confirmation that Scores Holding...Scores Holding Co Inc • June 21st, 2005 • Services-amusement & recreation services
Please accept this letter as confirmation that Scores Holding Company, Inc. (the "Company"), has agreed to modify the retainer agreement dated June 7, 2000 (the "Retainer") between the Company and Gottbetter & Partners, LLP. ("G&P"), effective June 10, 2005. The modification, which we understand was approved by the Company's Board of Directors, is for the Company to pay part of its outstanding bill for legal services with shares of the Company's common stock, $.001 par value.
EXHIBIT 4.2 [G&P LETTERHEAD] August 30, 2004 Mr. Richard Goldring Scores Holding Company, Inc. 533-535 West 27th Street New York, NY 10001 Re: Modified Retainer Agreement Dear Mr. Goldring: Please accept this letter as confirmation that Scores Holding...Scores Holding Co Inc • September 22nd, 2004 • Services-amusement & recreation services
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 2nd, 2009 • Scores Holding Co Inc • Services-amusement & recreation services • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of January, 2009, by and among 333 East 60th Street Inc., a New York corporation having its principal office at 333 East 60th Street, New York, New York 10022 (“333”), Entertainment Management Services, Inc., having its principal office at 533-535 West 27th Street, New York, New York 10001 (“EMS”)(collectively EMS and 333, the “Seller”), and Scores Holding Company, Inc., having its principal office at 533-535 West 27th Street, New York, New York 10001 (“SCRH” or “Buyer”). Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to them in the Transfer Agreement by and among the aforementioned parties dated December 9, 2009 (as defined below).
SETTLEMENT AGREEMENTSettlement Agreement • April 10th, 2017 • Scores Holding Co Inc • Services-amusement & recreation services • New York
This Settlement Agreement (“Agreement”), effective as of February 28, 2017 (the “Effective Date”), is entered into by and among Scores Holding Company, Inc. (“Scores”), I.M. Operating LLC (“IMO” or the “Licensee”) and Robert M. Gans (“Gans”). Scores, IMO and Gans shall be referred to collectively herein as the “Parties” or each individually as a “Party”.
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 12th, 2015 • Scores Holding Co Inc • Services-amusement & recreation services
Amendment (the “Amendment”), dated May 5, 2015 and effective as of January 1, 2015, to Management Services Agreement (the “Management Agreement”), effective January 1, 2013, between Scores Holding Company, Inc., a Utah corporation (“Scores”), and Metropolitan Lumber, Hardware and Building Supplies, Inc., a New York corporation (“MLH”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to such terms in the Management Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 14th, 2013 • Scores Holding Co Inc • Services-amusement & recreation services • New York
This Management Services Agreement ("Agreement") is entered into effective January 1, 2013 (the “Effective Date”), between Scores Holding Company, Inc., a Utah corporation (“Scores”), and Metropolitan Lumber, Hardware and Building Supplies, Inc., a New York corporation (“MLH”). In consideration of the premises, it is agreed as follows:
SETTLEMENT AGREEMENTSettlement Agreement • April 10th, 2017 • Scores Holding Co Inc • Services-amusement & recreation services • New York
This Settlement Agreement (“Agreement”), effective as of February 28, 2017 (the “Effective Date”), is entered into by and among Scores Holding Company, Inc. (“Scores”), Star Light Events LLC (“Star Light”or the “Licensee”) and Robert M. Gans (“Gans”). Scores, Star Light and Gans shall be referred to collectively herein as the “Parties” or each individually as a “Party”.
SECOND MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE AGREEMENTS AND RELATED TRANSACTION DOCUMENTSScores Holding Co Inc • March 11th, 2003 • Investors, nec
