SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 24, 2010, is by and among Enter Corp., Inc., a Delaware corporation (the “Parent”), Brainy Acquisitions, Inc., a Georgia corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This SECURITY AGREEMENT, dated as of November 24, 2010 (this “Agreement”), is among Enter Corp., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on Schedule I herein (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Notes due November __, 2012 and issued on November __, 2010, in the original aggregate principal amount of up to $3,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • Georgia
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 24rd day of November, 2010, by and among Enter Corp., a Delaware corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia (“Enter”), Brainy Acquisitions, Inc. a Georgia corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia and a wholly owned subsidiary of Enter (“Brainy Acquisitions”, and collectively with Enter, the “Corporation”), and John Benfield, an individual residing at _____________ (the “Executive”), under the following circumstances:
SECURITY AGREEMENTSecurity Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 22, 2010 by and between Brainy Acquisitions, Inc., a Georgia corporation, having a principal place of business at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Debtor”) and FLM Holdings LLC, a Nevada limited liability company, having a principal place of business at 8 Hop Brook Lane, Holmdel, New Jersey 07733, or its registered assigns (the “Secured Party”).
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETSPurchase and Sale Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • Georgia
THIS AGREEMENT (the "Agreement") made and entered into this 23rd day of September, 2010, by and among ASSET RECOVERY ASSOCIATES, LLC as Assignee for the benefit of creditors of THE BRAINY BABY COMPANY, LLC. (the "Seller") and BRAINY ACQUISITIONS, INC. a Georgia corporation (hereinafter referred to as ''Buyer").
THIRD SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Third Securities Purchase Agreement (the “Agreement”) dated as of October 29, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”)).
SEPARATION AGREEMENTSeparation Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of November 24, 2010 (the “Effective Date”), by and between Enter Corp., a Delaware corporation (including its successors, the “Corporation”), Brainy Acquisitions, Inc., a Georgia corporation (“Brainy Acquisitions”) and Nahman Morgenstern (“NM”).
ESCROW AGREEMENTEscrow Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Agreement is dated as of the 24th day of November, 2010 among Enter Corp., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
Letter of AgreementLetter of Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • Georgia
This LETTER OF AGREEMENT is entered into as of November 15, 2010 by and between Wall & Madison LLC, a New York Limited Liability Corporation with offices at 63 Murray Avenue, Port Washington, New York, 11050 (“Agency”) and Brainy Acquisitions, Inc., with corporate offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia, 30024 (Client”).
SEPARATION AGREEMENTSeparation Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of November 18, 2010 (the “Effective Date”), by and between Enter Corp., a Delaware corporation (including its successors, the “Corporation”), Brainy Acquisitions, Inc., a Georgia corporation (“Brainy Acquisitions”) and Itzhak Ayalon (“IA”).
SECOND SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Second Securities Purchase Agreement (the “Agreement”) dated as of September 29, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”)).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Securities Purchase Agreement (the “Agreement”) dated as of September 22, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”)).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of November 24, 2010, by and between Enter Corp., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
