0001144204-10-006405 Sample Contracts

Contract

Warrant Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks • Georgia

• Contract Type
  Warrant Agreement
• Filed
  February 10th, 2010
• Company
  Liberator, Inc.
• Industry
  Blank checks
• Jurisdiction
  Georgia

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO REMARK ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

STOCK PURCHASE AND RECAPITALIZATION AGREEMENT

Stock Purchase and Recapitalization Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks • New York

• Contract Type
  Stock Purchase and Recapitalization Agreement
• Filed
  February 10th, 2010
• Company
  Liberator, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

This Agreement this 31st day of March, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).

Contract

Finder's Fee Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks

• Contract Type
  Finder's Fee Agreement
• Filed
  February 10th, 2010
• Company
  Liberator, Inc.
• Industry
  Blank checks

Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Downshire Capital on March 11, 2009.

Contract

Subordinated Loan Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks

• Contract Type
  Subordinated Loan Agreement
• Filed
  February 10th, 2010
• Company
  Liberator, Inc.
• Industry
  Blank checks

Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Don Cohen on July 25, 2008.

AMENDMENT NO. 1

Stock Purchase and Recapitalization Agreement • February 10th, 2010 • Liberator, Inc. • Blank checks

• Contract Type
  Stock Purchase and Recapitalization Agreement
• Filed
  February 10th, 2010
• Company
  Liberator, Inc.
• Industry
  Blank checks

This Amendment No. 1 to the Stock Purchase and Recapitalization Agreement (the “Amendment”) is made this 22nd day of June, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).