0001185185-13-002298 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2013 • Embarr Downs, Inc. • Services-racing, including track operation • California

THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer").

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Share Exchange Agreement
Share Exchange Agreement • November 4th, 2013 • Embarr Downs, Inc. • Services-racing, including track operation

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 21st day of August 2013, by and between SC Capital, Inc., a corporation organized under the laws of the State of California and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada.

Share Exchange Agreement
Share Exchange Agreement • November 4th, 2013 • Embarr Downs, Inc. • Services-racing, including track operation

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 15th day of August 2013, by and between Joseph Wade and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada.

TERM SHEET BETWEEN EMABRR DOWNS AND SC CAPITAL October 27, 2013
Term Sheet • November 4th, 2013 • Embarr Downs, Inc. • Services-racing, including track operation

This Term Sheet summarizes the principal terms of the Line of Credit Financing Between Embarr Downs (the “Company”) and SC Capital (the “Investor”). No legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of California.

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