REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • Nevada
We are registering the shares of common stock issuable upon conversion of the notes and the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
FORM OF WARRANTWarrant Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • New York
This certifies that, for value received, _________________, a ________________________, or its registered assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Trig Acquisition 1, Inc. (the “Company”), a Nevada corporation, __________________ (_______) (shares of the Common Stock of the Company (the “Shares”), upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below.
ADVISORY AGREEMENTAdvisory Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • New York
THIS ADVISORY (“Agreement”) is made and entered into as of this 18th day of October 2012 (“Effective Date”) by and between TRIG ACQUISITION 1, INC., a publicly held Nevada corporation (“Company”) and PBNJ Advisors, Inc. (“Advisor”).
aMENDMENT TO ADVISORY SERVICES agreementAdvisory Services Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks
This shall serve as an amendment to the ADVISORY SERVICES AGREEMENT (“Agreement”) is made, entered into as of the 16th day of July, 2012 (the “Effective Date”), by and between TRIG Acquisition 1, Inc. (the “Company”), and TRIG Capital Group, LLC. (“TCG”).
SUBSCRIPTION AGREEMENT FORSubscription Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • New York
AGREEMENT TO REGISTER SHARESAgreement to Register Shares • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • New York
This Agreement to Register Shares (“this Agreement”), dated October 18, 2012, is by and between TRIG Acquisition 1, Inc. (the “Company”) and Michele Grant (“Grant”), together with the Company, collectively, the “Parties”.
SHARE EXCHANGE AGREEMENT by and among TRIG ACQUISITION 1, INC., a Nevada Corporation, GCT, INC., A Nevada Corporation, GRILLED CHEESE, INC., a California S Corporation, and THE SHAREHOLDERS OF GRILLED CHEESE, INC. Dated as of October 18, 2012Share Exchange Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • Nevada
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 18th day of October, 2012 (the “Execution Date”), by and among TRIG ACQUISITION 1, INC., a Nevada Corporation (“TRIG”), GCT, INC., a Nevada Corporation (“TRIG SUB”, together with TRIG, collectively the “TRIG Entities”), GRILLED CHEESE, INC., a California S Corporation (“Grilled Cheese”), David Danhi, the majority shareholder of Grilled Cheese (“Danhi”) and Michele Grant, the minority shareholder of Grilled Cheese (“Grant”, together with Danhi, collectively, the “Grilled Cheese Shareholders”).
LETTER OF AGREEMENTLetter of Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2012 • Trig Acquisition 1, Inc • Blank checks • New York
This Employment Agreement (this “Agreement”) is made and entered into as of October 18, 2012 by and between TRIG Acquisition 1, Inc., a Nevada corporation (“TRIG” or the “Company”), and David Danhi (“DANHI”).
