0001019687-14-003760 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into with an effective date as of March 13,2014, by and among Epazz, Inc., an Illinois corporation, through its assignee (a to-be-formed Illinois corporation) ("Buyer"), Cynergy Corporation, an Oklahoma corporation ("Seller"), Steve Davidson and Janet Davidson ("Spouse").

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Shareholder, Craig Passley, has elected to exchange 60,000,000 shares of Common A (Book Entry March 20, 2013) for 60,000,000 of shares Preferred C. This is an one for one exchange based on the Stock Exchange agreement dated March 22, 2014 between...
Stock Exchange Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois

This Stock Exchange Agreement (this "Agreement") dated as of and effective as of March 22, 2014, is by and between, Epazz, Inc., an Illinois corporation (the "Company"), and the Class A Common Stock shareholder of the Company whose name is set forth on the signature page hereof under the heading "Exchanging Party" (the "Exchanging Party"), each sometimes referred to herein as a "Party" and collectively the "Parties."

ASSET PURCHASE AGREEMENT
Security Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of May 9, 2014, by and among Jadian, Inc., an Illinois corporation ("Buyer") and Jadian Enterprises, Inc., a Michigan corporation ("Seller").

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan

This Consulting Services Agreement is made as of May 9, 2014, by and between Epazz, Inc., an Illinois corporation (the "Company"), and Kim Griggs (the "Consultant").

NON-DISCLOSURE/NON-COMPETE AGREEMENT
Non-Compete Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois

THIS NON-DISCLOSURE/NON-COMPETE AGREEMENT (this “Agreement”) is made this 28th day of February, 2014 by and between TROY HOLDINGS INTERNATIONAL, INC., an Ontario Canada corporation (the “Seller”), EPAZZ, INC., an Illinois corporation (the “Purchaser”), TELECORP PRODUCTS, INC., a Michigan corporation (the “Company”), Troy Inc. (“Shareholder”), ANA MISRA, an individual (“Misra”) and SCOTT MacCANNELL, an individual (“MacCannell”) (Misra and MacCannell are also hereinafter referred to as “Key Personnel”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois

THIS STOCK PURCHASE AGREEMENT (this "Agreement'') is made as of the ____day of February, 2014 (effective date) by and among TROY HOLDINGS INTERNATIONAL, INC., an Ontario Canada corporation (the “Seller"), and TELECORP PRODUCTS. INC., a Michigan corporation. (herein referred to as the "Company"), and Troy Inc. (“Shareholder") (as to Sections 8.01 and 8.02 only), and EPAZZ. INC., an Illinois corporation or its nominee (herein referred to as “Purchaser "). each sometimes referred to herein as a ”Party“ and collectively the “Parties."

SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement and Stipulation • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Florida

THIS SETTLEMENT AGREEMENT and STIPULATION dated as of February __, 2014 by and between Epazz, Inc. (“Epazz” or the “Company”), a corporation formed under the laws of the State of Illinois, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company.

BILL OF SALE
Epazz Inc • October 2nd, 2014 • Services-prepackaged software

Seller, Cynergy Corporation, an Oklahoma corporation, of 5770 NW Expwy, Oklahoma City, Oklahoma 73132, in consideration of TEN & 001100 DOLLARS, and other good and valuable consideration, receipt whereof is hereby acknowledged, does hereby sell, assign, transfer and set over to the Buyer, Epazz, Inc., of 205 West Wacker Drive, Suite 1320, Chicago, Illinois 60606, all property and other assets of Cynergy Corporation pursuant to that certain Asset Purchase Agreement dated March 13, 2014 between Buyer and Seller, and without limiting the foregoing, all items listed on the attached Schedules 1.1.1, 1.1.2, 1.1.3, 1.1.4, 1.1.6, 1.1.8, and 1.1.9.

SECURITY AGREEMENT
Security Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan

This Security Agreement ("Agreement") is made and entered into as of this 9th day of May, 2014, by and between JADIAN, INC., an Illinois corporation, whose address is 205 W. Wacker Drive, Suite 1320, Chicago, Illinois 60606 ("Debtor"), and JADIAN ENTERPRISES, INC., a Michigan corporation, whose address is 320 W. Ottawa Street, Lansing, Michigan 48933 ("Secured Party").

EMPLOYMENT AGREEMENT
Employment Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois

THIS AGREEMENT made and entered into this 9th day of May, 2014 at Chicago, Illinois, by and between EPAZZ, INC. (hereinafter referred to as the "Company") and GUY METZ, an individual, residing at 2929 Marfitt Road, East Lansing, MI 48823 (hereinafter referred to as the "Employee").

SHARE PLEDGE AGREEMENT THIS AGREEMENT made as of the 28th day of February, 2014. BETWEEN:
Share Pledge Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties contained herein, the sum of $1.00 paid by each party hereto to each of the other parties hereto and other good and valuable consideration

GUARANTY AGREEMENT
Guaranty Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan

THIS GUARANTY AGREEMENT (the "Guaranty") made this 9th day of May, 2014, by and between Epazz, Inc., an Illinois corporation (the "Guarantor") and Jadian Enterprises, Inc., a Michigan corporation ("Seller").

ASSIGNMENT AND BILL OF SALE
Assignment and Bill of Sale • October 2nd, 2014 • Epazz Inc • Services-prepackaged software

This Assignment and Bill of Sale will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws principles.

BILL OF SALE
Epazz Inc • October 2nd, 2014 • Services-prepackaged software

Seller, Strand, Inc., an Illinois corporation, of 2101 West Broadway, Suite 168, Columbia, Missouri 65203, in consideration of One Hundred Eighty-Five Thousand & 00/100 DOLLARS, and other good and valuable consideration, receipt whereof is hereby acknowledged, does hereby sell, assign, transfer and set over to the Buyer, Telecorp Products, Inc., of 205 West Wacker Drive, Suite 1320, Chicago, Illinois 60606, all property and other assets of Strand, Inc. pursuant to that certain Asset Purchase Agreement dated July 11, 2014 between Buyer and Seller.

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