ARTICLE IEmployment Agreement • April 15th, 1998 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
1. AGREEMENT TO SELL AND PURCHASE 1 2. FEES AND WARRANT 1 3. CLOSING, DELIVERY AND PAYMENT 2 3.1 Closing 2 3.2 Delivery 2 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 4.1 Organization, Good Standing and Qualification 3 4.2 Subsidiaries 3 4.3...Securities Purchase Agreement • September 13th, 2002 • Global Sports & Entertainment Inc/ • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.15 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT ("AGREEMENT") is made and entered into as of September 4, 2001, by and between GLOBAL SPORTS & ENTERTAINMENT, INC., a Delaware corporation (the "COMPANY") and KEATING...Common Stock Purchase Agreement • November 19th, 2001 • Global Sports & Entertainment Inc/ • Medicinal chemicals & botanical products • California
EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 3rd day of February, 1999, between AMRO International, S.A. ("Holders"), and IMSCO TECHNOLOGIES, INC., a corporation incorporated under the laws of the State...Registration Rights Agreement • June 2nd, 1999 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
GWIN, INC.Securities Purchase Agreement • December 2nd, 2004 • Gwin Inc • Services-miscellaneous amusement & recreation • New York
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION...Warrant Agreement • June 2nd, 1999 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products
ARTICLE IConvertible Note • September 13th, 2002 • Global Sports & Entertainment Inc/ • Services-miscellaneous amusement & recreation • New York
RECITALSEmployment Agreement • November 10th, 2003 • Gwin Inc • Services-miscellaneous amusement & recreation
July 31, 1998 Sands Brothers & Co., Ltd. 90 Park Avenue New York, New York 10016 Gentlemen: The undersigned, IMSCO Technologies, Inc., a Delaware corporation (together with any of its subsidiaries, affiliates, successors or assigns the "Company"),...Placement Agreement • June 2nd, 1999 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT...Warrant Agreement • January 13th, 1997 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
IMSCO TECHNOLOGIES, INC. 8450 East Crescent Parkway Suite 100 Greenwood Village, CO 80111 July 5, 2001Service Agreement • November 19th, 2001 • Global Sports & Entertainment Inc/ • Medicinal chemicals & botanical products • Delaware
EXHIBIT 10.24 AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT ------------------------------------------ This Amendment No. 1 to that certain Unit Purchase Agreement entered into by and between Imsco Technologies, Inc., the predecessor to GWIN, Inc., a...Unit Purchase Agreement • November 29th, 2002 • Gwin Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.9 DEBENTURE PURCHASE AGREEMENT THIS DEBENTURE PURCHASE AGREEMENT ("AGREEMENT") is made and entered into as of September 19, 2001, by and between GLOBAL SPORTS & ENTERTAINMENT, INC., a Delaware corporation (the "COMPANY") and WAYNE ALLYN...Debenture Purchase Agreement • November 19th, 2001 • Global Sports & Entertainment Inc/ • Medicinal chemicals & botanical products • California
EXHIBIT 10.1 DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • February 19th, 1999 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
SECURITY AGREEMENTSecurity Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas
THIS SECURITY AGREEMENT (this “Agreement”), is entered into and made effective as of September 11, 2006, by and between GWIN, INC., a Delaware corporation with its principal place of business located at 5052 South Jones Boulevard, Las Vegas, Nevada 89118 (the “Company”), and CSI BUSINESS FINANCE, INC., a Florida corporation (the “Secured Party”).
SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas
THIS SUBSIDIARY SECURITY AGREEMENT (this “Agreement”), is entered into and made effective as of September 11, 2006, by and between GLOBAL SPORTSEDGE, INC., a Delaware corporation with its principal place of business at 5052 South Jones Boulevard, Las Vegas, Nevada 89118 (the “Company”) and CSI Business Finance, Inc., a Florida corporation with its principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (the “Secured Party”).
EXHIBIT 10.4 September 10, 2001 Douglas R. Miller President & Chief Operating Officer Global Sports & Entertainment, Inc. 5092 South Jones Boulevard Las Vegas, NV 89118 Dear Mr. Miller: This letter agreement (the "Letter Agreement") confirms our...Financial Advisory Agreement • November 19th, 2001 • Global Sports & Entertainment Inc/ • Medicinal chemicals & botanical products • California
THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT...Warrant Agreement • January 13th, 1997 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
OpenLocker Holdings, Inc. Subscription Agreement – Lauren Klatsky Dated as of June 20, 2022Subscription Agreement • June 21st, 2023 • OpenLocker Holdings, Inc. • Finance services • Delaware
Lauren Klatsky (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to OpenLocker Holdings, Inc., a Delaware corporation (the “Company”).
CONSULTING AGREEMENT AGREEMENT made this 13th day of August 1996 by and between EDMUND ABRAMSON, having an address at 1800 Northeast 114th Street, Miami, Florida 33181 (hereinafter referred to as "Consultant"), and IMSCO TECHNOLOGIES, INC., a Delaware...Consulting Agreement • April 14th, 1997 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • December 2nd, 2004 • Gwin Inc • Services-miscellaneous amusement & recreation • New York
RECITALSEmployment Agreement • November 1st, 2004 • Gwin Inc • Services-miscellaneous amusement & recreation
SHARE EXCHANGE AGREEMENT Dated as of January 13, 2022Share Exchange Agreement • January 14th, 2022 • W Technologies, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Share Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Descrypto Holdings, Inc., a Delaware corporation (the “Company”) and (ii) Leone Group, LLC, a Delaware limited liability company (“Stockholder”). Each of the Company and the Stockholder may be referred to herein collectively as the “Parties” and separately as a “Party”.
EXHIBIT 10.5 EXECUTIVE SERVICES AGREEMENT ---------------------------- THIS EXECUTIVE SERVICES AGREEMENT ("Agreement") is made and entered into as of the 6th day of December, 1999 ("Effective Date") by and between GLOBAL SPORTS AND GAMING.COM, a...Executive Services Agreement • November 19th, 2001 • Global Sports & Entertainment Inc/ • Medicinal chemicals & botanical products
SALES AND SERVICE ADMINISTRATION AGREEMENT THIS AGREEMENT made as of the 1st day of September, 1996 by and between IMSCO TECHNOLOGIES, INC., a Delaware corporation, with an office at 40 Bayfield Drive, North Andover, Massachusetts 01845, and its...Sales and Service Administration Agreement • April 14th, 1997 • Imsco Inc /Ma/ • Medicinal chemicals & botanical products
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 11, 2006 (the “Effective Date”) by and among GWIN, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CSI BUSINESS FINANCE, INC., (the “Pledgee”), and KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP, as escrow agent (“Escrow Agent”).
CONFIDENTIAL LETTER AGREEMENTLetter Agreement • December 18th, 2020 • W Technologies, Inc. • Services-miscellaneous amusement & recreation • California
The original Letter of Intent dated November 4, 2019 (“Old LOI”), is herby replaced in full by this Letter Agreement and the Old Note is void and of no further force or effect. The Old LOI originally contemplated the acquisition (the “Acquisition”) by Mid Atlantic Capital Associates, Inc., (“MACA”), of two convertible promissory notes of the Company, dated September 11, 2006 and September 21, 2006 collectively (“Notes”) allegedly owned by Sarkis Sarkissian (“Sarkissian”) and of all of the outstanding shares of the Series E Preferred Stock (“Preferred”) owned of record by the C.H. Mornas Foundation (“Mornas”). Subsequent thereto, it was determined that as a result of due diligence by MACA, certain provisions/terms of the Old LOI need to be revised as hereinafter set forth. Daniel Belanger (“Daniel”) as representative of Certain Current and Prior Shareholders of the Company, concurs in such changes. The Old Note is restated in full as follows:
TERMINATION AGREEMENT AND RELEASETermination Agreement • May 22nd, 2007 • Winning Edge International, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS TERMINATION AGREEMENT AND RELEASE (this "Agreement") is made and entered into as of the 18th day of May, 2007, by and between WINNING EDGE INTERNATIONAL, INC., a Delaware corporation (“Winning Edge”), PROGAMES ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Winning Edge (the “Merger Sub”), and PROGAMES NETWORK, INC., a Delaware corporation (“ProGames”). Winning Edge, the Merger Sub and ProGames each, individually, a “Party” or, collectively, the “Parties.”
Note Purchase Agreement Dated as of August [_______], 2023 Buyer: [________________]Note Purchase Agreement • August 4th, 2023 • OpenLocker Holdings, Inc. • Finance services • Florida
This Note Purchase Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among OpenLocker Holdings, Inc., a Delaware corporation (the “Company”) and the person or entity set forth above (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and each individually as a “Party”.
INSIDER PLEDGE AND ESCROW AGREEMENTInsider Pledge and Escrow Agreement • September 26th, 2006 • Gwin Inc • Services-miscellaneous amusement & recreation • Texas
THIS INSIDER PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2006 (the “Effective Date”) by and among WAYNE ALLYN ROOT (the “Pledgor”), CSI BUSINESS FINANCE, INC. (the “Pledgee”), GWIN, INC., a Delaware corporation (the “Company”), and KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP, as escrow agent (“Escrow Agent”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 7th, 2007 • Winning Edge International, Inc. • Services-miscellaneous amusement & recreation
This Amendment to the Asset Purchase Agreement (“Amendment”), by and between Global Sports Edge, Inc., Winning Edge International, Inc., Wayne Allyn Root and Betbrokers plc, and dated June 27, 2007, is entered into on this 31st day of August, 2007, by and between Global Sports Edge, Inc., Winning Edge International, Inc., Wayne Allyn Root and Betbrokers plc.
EXHIBIT 10.2 FORM OF DEBENTURE PURCHASE AGREEMENT THIS DEBENTURE PURCHASE AGREEMENT ("AGREEMENT") is made and entered into as of ______________________, by and between GLOBAL SPORTS & ENTERTAINMENT, INC., a Delaware corporation (the "COMPANY") and...Debenture Purchase Agreement • November 19th, 2001 • Global Sports & Entertainment Inc/ • Medicinal chemicals & botanical products • California
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 2nd, 2007 • Winning Edge International, Inc. • Services-miscellaneous amusement & recreation • London
This Amendment to the Asset Purchase Agreement (“Amendment”), by and between Global Sports Edge, Inc., Winning Edge International, Inc., Wayne Allyn Root and Betbrokers plc, and dated June 27, 2007, is entered into on this 27 day of September, 2007, by and between Global Sports Edge, Inc., Winning Edge International, Inc., Wayne Allyn Root and Betbrokers plc.
AMENDMENT AGREEMENTAmendment Agreement • April 22nd, 2008 • W Technologies, Inc. • Services-miscellaneous amusement & recreation • Texas
This Amendment Agreement (this “Agreement”), by and among W Technologies, Inc., a Delaware corporation (f/k/a Winning Edge International, Inc. and GWIN, Inc. and referred to herein as the “Company”), Global SportsEdge, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Subsidiary”), and Inutrition, Inc., a Texas corporation (f/k/a CSI Business Finance, Inc. and referred to herein as the “Lender”), is entered into as of the 1st day of April, 2008 (the “Effective Date”).
REDEMPTION AGREEMENT W Technologies, Inc. Dated as of November 18, 2021Redemption Agreement • November 23rd, 2021 • W Technologies, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between W Technologies, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company as set forth on the signature pages hereof (each a “Stockholder” and collectively the “Stockholders”). The Company and each Stockholder may be referred to herein individually as a “Party” and collectively as the “Parties”.
