EXHIBIT 10.17 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into this 31st day of January, 1996, by and between Richard Barrie Fragrances, Inc., a Nevada corporation (the "Seller") and Parlux Fragrances,...Asset Purchase Agreement • February 14th, 1996 • Barrie Richard Fragrances Inc • Perfumes, cosmetics & other toilet preparations • New York
Exhibit 10.14 SECURITY AGREEMENT THIS SECURITY AGREEMENT is made and executed as of the 4th day of September, 2001, by and between VITRIX, INC., a Nevada corporation (hereinafter called "Debtor") and Frances L. Simek (hereinafter called "Secured...Security Agreement • September 28th, 2001 • Vitrix Inc /Nv/ • Perfumes, cosmetics & other toilet preparations
Exhibit 10.13 THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT...Vitrix Inc /Nv/ • September 28th, 2001 • Perfumes, cosmetics & other toilet preparations • Arizona
FBR CAPITAL CORPORATION - VITRIX INCORPORATED EXCHANGE AGREEMENTExchange Agreement • April 30th, 1999 • FBR Capital Corp /Nv/ • Perfumes, cosmetics & other toilet preparations • Arizona
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "Agreement") is made as of September 21, 1999 (the "Agreement Date"), by and between FBR Capital Corporation, a Nevada corporation (the "Company") with its principal offices at 20...Securities Purchase Agreement • November 15th, 1999 • FBR Capital Corp /Nv/ • Perfumes, cosmetics & other toilet preparations • Arizona
AMONGMerger Agreement • April 13th, 2001 • Vitrix Inc /Nv/ • Perfumes, cosmetics & other toilet preparations • Nevada
Exhibit 10.17 REVOLVING CREDIT AGREEMENT This Revolving Credit Agreement (the "Agreement") is made and entered into by and between Vitrix, Inc. (the "Borrower") and Joseph L. Simek (the "Lender") as of the date set forth on the last page of this...Revolving Credit Agreement • September 27th, 2002 • Vitrix Inc /Nv/ • Perfumes, cosmetics & other toilet preparations • Wisconsin
EXHIBIT 99.2Modification Agreement • January 27th, 2009 • Tempco, Inc. • Services-prepackaged software • Arizona
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of February 16, 1999, is by and between VITRIX INCORPORATED, an Arizona corporation ("Vitrix"), and Philip R. Shumway, an individual ("Employee"). A. Vitrix wishes to employ...Employment Agreement • September 16th, 1999 • FBR Capital Corp /Nv/ • Perfumes, cosmetics & other toilet preparations • Arizona
RECITALSOffice Lease Agreement • May 11th, 2000 • Vitrix Inc /Nv/ • Perfumes, cosmetics & other toilet preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Grant Shares, the Secured Convertible Term Note and the Warrants referred to therein.
SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (the "Agreement") is entered into this 25th day of October, 1999, between Philip R. Shumway ("Mr. Shumway") and Vitrix Incorporated, an Arizona corporation ("Vitrix"...Severance Agreement and General Release • November 15th, 1999 • FBR Capital Corp /Nv/ • Perfumes, cosmetics & other toilet preparations • Texas
ContractTime America Inc • March 1st, 2006 • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York
This Security Agreement is made as of June 23, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), TIME AMERICA, INC., a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractTime America Inc • March 1st, 2006 • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
UPD Holding Corp. Pro Forma Condensed Combined Financial Statements (Unaudited)Upd Holding Corp. • May 4th, 2021 • Blank checks
In February 2021, through a Stock Exchange Agreement (“Exchange Agreement”) in which 100% of the outstanding shares of Vital Behavioral Health Inc were acquired via the issuance of 16,840,000 shares of restricted common stock, the Company acquired the assets and assumed the liabilities of Vital and its two wholly owned subsidiaries; VBH Frankfort LLC (“VBHF”) and VSL Frankfort LLC (“VSLF”). The Company did not incur material acquisition costs associated with the Exchange Agreement.
SECURITY AND PURCHASE AGREEMENTSecurity and Purchase Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This Security and Purchase Agreement is made as of January 3, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), TIME AMERICA, INC., a Nevada corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
Exhibit 10.15 THIS SECURITY AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR THE SHARES ISSUABLE HEREUNDER MAY BE SOLD...Vitrix Inc /Nv/ • September 28th, 2001 • Perfumes, cosmetics & other toilet preparations • Arizona
ContractTime America Inc • July 22nd, 2005 • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • February 14th, 2006 • Time America Inc • Services-prepackaged software • New York
This AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Amended and Restated Agreement”) is made as of the 30 day of January 3, 2006, by and among JOSEPH L. SIMEK (“Mr. Simek”), FRANCES L. SIMEK (“Mrs. Simek” and together with Mr. Simek, the “Subordinated Lenders”), TIME AMERICA, INC., a Nevada corporation (“Time America-Nevada”), TIME AMERICA, INC., an Arizona corporation (“Time America-Arizona”) NETEDGE DEVICES, LLC, an Arizona limited liability company (“NetEdge” and, together with Time America-Nevada and Time America-Arizona and each of their respective subsidiaries acqiured or formed after the date hereof, “Borrower”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Senior Lender”).
TIME AMERICA, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2004 • Time America Inc • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2004, by and between TIME AMERICA, INC., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
ASSIGNMENT OF STOCKAssignment of Stock • January 6th, 2023 • Upd Holding Corp. • Blank checks
This Assignment of Stock (this “Assignment”) is entered into as of December 31, 2022 (the “Effective Date”), by and between Vital Behavioral Health Inc., a Nevada corporation (“Assignor”), and USR Holdings LLC, a Florida limited liability company (“Assignee”). Each of Assignor and Assignee may be referred to herein as a “Party” or collectively as the “Parties”.
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSGrant of Security Interest • March 1st, 2006 • Time America Inc • Services-prepackaged software
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of June 23, 2005, is executed by Time America, Inc., a Nevada corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTAmended and Restated Stock Pledge Agreement • March 1st, 2006 • Time America Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT (the “Agreement”) dated this 22nd day of March, 2004, and amended and restated this 23rd day of June, 2005, made by and among Time America, Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Noteholder (as defined below)) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Noteholder”).
AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATIONAgreement of Share Exchange and Plan of Reorganization • March 20th, 2015 • Esio Water & Beverage Development Corp. • Blank checks • Arizona
THIS AGREEMENT made and entered into as of the 31st day of December 2014, by and between Esio Water & Beverage Development Corp., a Nevada corporation (hereinafter called “ESIO”), and iMetabolic, Corp., a Nevada corporation (hereinafter called “IMET”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 1st, 2006 • Time America Inc • Services-prepackaged software • Colorado
This Asset Purchase Agreement (herein referred to as the “Agreement”), dated the 12th day of April, 2006, is entered into by and between Unitime Systems, Inc., a Delaware corporation (“Buyer”), and Time America, Inc., a Nevada corporation, (“Seller”).
CONSULTING AGREEMENTConsulting Agreement • February 22nd, 2021 • Upd Holding Corp. • Blank checks • Nevada
This consulting agreement (this “Agreement”) is entered into by and between the undersigned issuer (the “Issuer”) and consultant (the “Consultant”) as of February 16, 2021 (the “Effective Date”). Each of Issuer and Consultant may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.
ContractTime America Inc • July 22nd, 2005 • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
REGIONAL DEVELOPER AGREEMENTRegional Developer Agreement • August 20th, 2012 • Tempco, Inc. • Services-prepackaged software
THIS DEVELOPER AGREEMENT (the “Agreement”) is made and entered into this 14th day of August, by and between ESIO FRANCHISING, LLC, a Delaware limited liability company (“Franchisor” “ESIO, “us,” or “we”), and Tempco, Inc., a Nevada corporation (“Developer” or “you”):
TIME AMERICA, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 28th, 2004 • Time America Inc • Services-prepackaged software • Arizona
ContractTime America Inc • April 7th, 2004 • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractCommercial Lease • January 20th, 2021 • Upd Holding Corp. • Blank checks • Kentucky
COMMERCIAL LEASE This Commercial Lease (“Lease”) has an effective date of January 14, 2021 (which shall be the date the last party signs) (the “Effective Date") and is entered into by and between Athens Commons, LLC, a Kentucky limited liability company, whose address is 1890 Starshoot Pkwy, Ste 170-309, Lexington, KY 40509 (hereinafter called “Landlord"), and United Product Development Corp., a Nevada Corporation, whose address is 3495 Lakeside Drive. #205, Reno, NV 89509 (hereinafter called “Tenant"). The parties agree to the following for which there is adequate consideration. l. Premises. Landlord owns the building (“Building") and improvements known as the Clarion Hotel and Conference Center South, in the County of, and State of Kentucky (the “Premises"") which are shown on the attached site plan as Exhibit A. Landlord hereby leases to Tenant the total area of which is approximately 88,740 square feet including all contents (inclusive of all fixtures, equipment, and furnishings in,
AGREEMENT OF ACCORD AND SATISFACTION OF A LIQUIDATED AND UNDISPUTED DEBTAgreement • January 27th, 2009 • Tempco, Inc. • Services-prepackaged software • Arizona
This Agreement Of Accord And Satisfaction Of A Liquidated And Undisputed Debt (“Agreement”) is in reference to that certain Unsecured Promissory Note dated February 4, 2008 in the amount of Two Hundred Thousand dollars ($200,000.00 USD) and marked for identification as document “SD\1782985.1” which note was executed by TEMPCO, INC. and NETTIME SOLUTIONS LLC and is wholly incorporated herein (attached as “Exhibit A”). This Agreement is executed this 9th day of January, 2009, by NETtime Solutions LLC, an Arizona Limited Liability Company at 8840 East Chaparral Road Suite 145 Scottsdale, Arizona 85250 (“NETTIME”) and Tempco, Inc., a Nevada Corporation at 7625 East Via Del Reposo Scottsdale, Arizona 85258 (“TEMPCO”).
AMENDMENTTime America Inc • September 28th, 2005 • Services-prepackaged software
THIS AMENDMENT, made effective as of August 29, 2005 (the “Effective Date”), by and between FEDERAL EXPRESS CORPORATION (“Federal”) and TIME AMERICA, INC. (“Contractor”).
LOAN AGREEMENTLoan Agreement • August 31st, 2021 • Upd Holding Corp. • Blank checks • Nevada
This Loan Agreement (this “Agreement”) is entered into by and between UPD Holding Corp., a Nevada corporation (“Borrower”), and Corey Shader, a resident of the State of Florida (“Lender”), as of August 19, 2021 (the “Effective Date”). Each of Borrower and Lender may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.
