EXHIBIT A PROMISSORY NOTEInnovative Software Technologies Inc • June 23rd, 2009 • Services-business services, nec • Florida
FOR VALUE RECEIVED, The WEB Channel Network, Inc., a Florida corporation (“Borrower”), hereby agrees to pay to The WEB Channel Network, LLC. (“Holder”), at 19901 Arbor Path, Lutz, Florida 33559 or at such other place as the Holder may designate in writing from time to time, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000), together with interest on the principal balance of this obligation from time to time remaining unpaid, at the rate and at the times provided in this Promissory Note (“this Note”). All payments required by this Note must be by legal tender of the United States of America.
EXHIBIT C WARRANT AGREEMENT INNOVATIVE SOFTWARE TECHNOLOGIES, INC.Warrant Agreement • June 23rd, 2009 • Innovative Software Technologies Inc • Services-business services, nec • Florida
THIS WARRANT AGREEMENT (“this Agreement”) is dated this 17th day of June 2009, by and between Innovative Software Technologies, Inc., a Florida corporation (the “Company”), and The WEB Channel Network LLC., (the “Warrant Holder”).
ASSET PURCHASE AGREEMENT AMONG INNOVATIVE SOFTWARE TECHNOLOGIES, INC. AND THE WEB CHANNEL NETWORK, INC. AND THE WEB CHANNEL NETWORK, LLC. AND ROBERT W. SINGERMAN JUNE 17, 2009Asset Purchase Agreement • June 23rd, 2009 • Innovative Software Technologies Inc • Services-business services, nec • Florida
This Asset Purchase Agreement (“this Agreement”) is made as of June 17, 2009, by and among Innovative Software Technologies, Inc., a Delaware corporation (the “Company”), the Company’s wholly owned subsidiary The WEB Channel Network, Inc., a Florida corporation (“Buyer”), The WEB Channel Network, LLC., a Florida limited liability company (“Seller”),and Robert W. Singerman, a Florida resident and the principal manager of Seller (“Manager”). (The Company, Buyer, Seller, and Manager also are referred to herein separately as a “Party” and collectively as the “Parties.”)
NON-DISCLOSURE, NON-COMPETITION, NON-SOLICITATION AND INVENTION AGREEMENTSolicitation And • June 23rd, 2009 • Innovative Software Technologies Inc • Services-business services, nec • Florida
This Non-Disclosure, Non-Competition, Non-Solicitation and Invention Agreement ("this Agreement") between Innovative Software Technologies, Inc., a Delaware corporation (“Innovative”), The Web Channel Network, Inc., a Florida corporation wholly-owned by Innovative (“Web Channel”), and Robert W. Singerman ("Employee") is hereby entered into as of June 17, 2009. (Innovative and Web Channel are collectively and separately referred to herein as the “Company.”)
EXHIBIT D EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2009 • Innovative Software Technologies Inc • Services-business services, nec • Florida
On behalf of Innovative Software Technologies, Inc. (“Innovative”) and its wholly-owned subsidiary, The WEB Channel Network, Inc., (“WEB Channel” or the “Company”), it is my pleasure as President of Innovative and as the current President of the Company to extend this offer of employment to you to serve as the new President of the Company. With your acceptance of this offer, by your signature below and your delivery of this letter agreement to the Company with your signature, this letter agreement will constitute your employment agreement with the Company (“this Agreement”). At that time, I will resign as President of the Company and assume the role of Chief Financial Officer of the Company.
EXHIBIT B SECURITY AGREEMENTSecurity Agreement • June 23rd, 2009 • Innovative Software Technologies Inc • Services-business services, nec • Florida
THIS SECURITY AGREEMENT (“this “Agreement”) is made and entered into as of the 17th day of June, 2009, by and between The WEB Channel Network, Inc., a Florida corporation ("WEB Channel"), and The WEB Channel Network, LLC, a Florida entity ("Secured Party").
