ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of February 23, 2016 (the “Effective Date”), is entered into by and among CAGETIX LLC, a Nebraska limited liability company (“Seller”), Jay Schneider, an individual and resident of the State of Nebraska (the “Selling Member”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”).
ALLIANCE MMA, INC. New York, New York 10022Selling Agent Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
Alliance MMA, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), a minimum of 1,111,11 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company up to a maximum (the “Maximum Amount”) of 3,333,333 shares of Common Stock (the “Securities”) pursuant to a Registration Statement on Form S-1 declared effective by the United States Securities and Exchange Commission (the “Commission”). The Company hereby confirms its agreement with Network 1 Financial Securities, Inc. (“Network 1”) concerning the purchase and sale of the Securities as follows:
Multi Fight Promotional AgreementMulti Fight Promotional Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Indiana
Effective this date, 10-5-2015, this agreement is hereby made by and between Hoosier Fight Club Promotions, its employees, agents (hereinafter referred as “Promoter”) and Kevin Nowaczyk (hereinafter referred to as “Fighter”) who covenant and agree to be bound by the terms of, and do execute this Agreement personally and through Fighters duly authorized representative, whose full name is: Kevin Nowaczyk
CONTRACT IS ONLY GOOD FOR 48 HOURS.Contract • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New Jersey
· This contract is time sensitive! This contract is only valid for 48 hours from the “Date of Contract” and “Time Sent”. You must submit this contract within the 48 hour or this contract will be null and void.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Oregon
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 20th day of July 2016, by and among ALLIANCE MMA, INC., a Delaware corporation (the “Company”), having an address at 590 Madison Avenue, 21st Floor, New York, New York 10022, NETWORK 1 FINANCIAL SECURITIES, INC. (the “Underwriter”), having an address at 2 Bridge Avenue, Red Bank, New Jersey 07701 and SIGNATURE BANK (the “Escrow Agent”), a New York chartered bank, having an office at 950 Third Avenue, New York, New York 10022. All capitalized terms not herein defined shall have the meanings ascribed to them in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on or about June 30, 2016, including all attachments, schedules and exhibits thereto (the “Registration Statement”).
FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENTFight Library Copyright Purchase Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2015 (the “Effective Date”), is entered into by and among LOUIS NEGLIA’S MARTIAL ARTS KARATE, INC., a New York corporation (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”).
Form of Selling Agent’s Warrant AgreementSelling Agent’s Warrant Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN SELLING AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH SELLING AGENT OR SELECTED DEALER.
AMENDMENT NO. 1 TO FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENTFight Library Copyright Purchase Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Fight Library Copyright Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and between HOSS PROMOTIONS, LLC, a New Jersey limited liability company (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER is dated as of July 16, 2016 (this “Amendment”) and amends the Agreement and Plan of Merger, dated as of March 1, 2016 (the “Agreement”) by and among GO FIGHT NET, INC., a New York corporation (“GFL”), David Klarman, an individual and resident of the State of New York (the “Principal Stockholder”), ALLIANCE MMA, INC., a Delaware corporation (“Parent”), and GFL ACQUISITION CO., INC., a New York corporation and wholly-owned subsidiary of Parent (“Acquisition Co.”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
PROGRAMMING AGREEMENTProgramming Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
This programming agreement (the “Agreement”), effective as of January 14, 2016 (the “Effective Date”), is between CSTV Networks, Inc., d/b/a CBS Sports Network (“CBSSN”), with offices at 51 West 52nd Street, 24th Floor, New York, New York 10019, and CFFC Promotions, LLC (“CFFC”), a New Jersey limited liability company with offices at 416 Kings Highway East, Haddonfield, New Jersey 08033.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Asset Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and among CAGETIX LLC, a Nebraska limited liability company (“Seller”), Jay Schneider, an individual and resident of the State of Nebraska (the “Selling Member”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 1, 2016 (the “Effective Date”), is entered into by and among GO FIGHT NET, INC., a New York corporation (“GFL”), David Klarman, an individual and resident of the State of New York (the “Principal Stockholder”), ALLIANCE MMA, INC., a Delaware corporation (“Parent”), and GFL ACQUISITION CO., INC., a New York corporation and wholly-owned subsidiary of Parent (“Acquisition Co.”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), entered into effective July 18, 2016, by and between ALLIANCE MMA, INC., a Delaware corporation (the “Company”) and Robert J. Haydak, an individual and resident of the State of New Jersey (the “Executive”) and is delivered pursuant to, and subject to the terms of, that certain Asset Purchase Agreement, dated as of February 23, 2016 (the “Asset Purchase Agreement”), by and among CFFC PROMOTIONS, LLC, a New Jersey limited liability company (“Seller”), the Company, the Executive, Michael V. Constantino, an individual and resident of the State of New Jersey (“Constantino”, and together with Haydak, the “Members”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Asset Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and among CFFC PROMOTIONS, LLC, a New Jersey limited liability company (“Seller”), Robert J. Haydak, an individual and resident of the State of New Jersey (“Haydak”), and Michael V. Constantino, an individual and resident of the State of New Jersey (“Constantino”, and together with Haydak, the “Members”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
Form of Lock-Up Agreement]Lock-Up Agreement • July 22nd, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
