Re: Selling Agreement (the "Agreement")Pc Universe Inc • September 11th, 2007 • Florida
PC Universe Corporation, a Nevada corporation (the "Seller"), proposes to offer and sell (the "Offering"), to selected investors, upon the terms set forth herein and in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the "Offering Document"), Sierra Equity Group, LLC will use their best efforts to raise a minimum of $1,000,000 and a maximum of $2,500,000. In addition, warrants will accompany the offering and shall have a term of five years, and be in the form attached to the Offering Document (The common stock and warrants offered in this private placement are sometimes referred to hereafter as the "Offered Securities").
ContractPc Universe Inc • September 11th, 2007 • Nevada
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2007 • Pc Universe Inc • Florida
Employment Agreement, dated as of May 14, 2007 (this “Agreement”), by and between Mr. Tom Livia, a resident of the State of FL (the “Executive”), and PC Universe, Inc., a Nevada corporation (the “Company”).
MERCHANTS@AMAZON.COM PROGRAM AGREEMENTProgram Agreement • September 11th, 2007 • Pc Universe Inc • Delaware
BOCA INDUSTRIAL PARK INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • September 11th, 2007 • Pc Universe Inc • Florida
THIS INDUSTRIAL LEASE AGREEMENT, dated as of the 11 day of May, 2001, by and between TEACHERS INSURANCE AND ANUITY ASSOCIATION OF AMERICA, a New York corporation, hereinafter referred to as “Landlord’, and PC UNIVERSE, INC., a Florida corporation, hereinafter referred to as “Tenant”:
FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • September 11th, 2007 • Pc Universe Inc
This FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (this “First Amendment”) is made by and between Boca Industrial Park Ltd. (“Landlord”) and PC Universe, Inc. (“Tenant”)
Re: Amendment to the Selling Agreement (the "Amendment")Pc Universe Inc • September 11th, 2007
This letter shall constitute a formal amendment to the Selling Agent Agreement executed between us on March 27, 2007. This will confirm our agreement as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 11th, 2007 • Pc Universe Inc • Florida
AGREEMENT AND PLAN OF MERGER, dated as of June 1, 2006 (“Agreement”), by and among The Poker TV Network Inc., a Nevada corporation (the “Company”), those persons signing this Agreement below as the “Company Representatives,” P. C. Universe, Inc., a Florida corporation (“PCU”), and Gary Stern and Tom Livia (the “PCU Shareholders”).
SUBSCRIPTION AGREEMENT INCLUDING INVESTMENT REPRESENTATIONSSubscription Agreement • September 11th, 2007 • Pc Universe Inc • Florida
The undersigned, ____________________________________, hereby invests a total amount of $_______________ as a subscription for the purchase of ______________ shares of common stock, $0.001 par value per share (the “Shares”), of PC Universe, Inc., a Nevada corporation (the “Company”), at a price of $____ per share. Unless otherwise agreed to by the Company, the undersigned herewith submits the undersigned’s check payable to “PC Universe, Inc.” in full payment for such Shares along with this Agreement.
SUBSTITUTED AND MODIFIED PROMISSORY NOTEPc Universe Inc • September 11th, 2007 • Illinois
WHEREAS, this Substituted and Modified Promissory Note (“Note”) hereby substitutes and modifies the terms of the that certain Promissory Note dated August 2, 2004 in the original principal amount of Five Hundred Thousand Dollars ($500,000.00) executed by P.C. Universe, Inc., a Florida corporation (“Borrower”), in favor of Gary S. Sylvan, Nominee (“Lender”) (“Original Note”); and
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • September 11th, 2007 • Pc Universe Inc • Illinois
THIS COMMERCIAL SECURITY AGREEMENT is entered into between P.C. UNIVERSE, INC., a Florida corporation (referred to below as “Grantor”) to and for the benefit of GARY S. SYLVAN, NOMINEE (referred to below as “Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
BUSINESS LOAN AGREEMENTLoan Agreement • September 11th, 2007 • Pc Universe Inc • Illinois
THIS BUSINESS LOAN AGREEMENT dated August 2, 2004, is made and executed between P.C. Universe, Inc., a Florida corporation (“Borrower”) and Gary S. Sylvan, Nominee (“Lender”) on the following terms and conditions. Borrower has applied to Lender for a commercial loan (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending the Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) the Loan shall be and remain subject to the terms and conditions of this Agreement.
