SUBSCRIPTION AGREEMENTSubscription Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 11, 2009, by and between YesDTC, Inc., a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 11, 2009, is by and among YesDTC Holdings, Inc., a Nevada corporation (the “Parent”), YesDTC, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2009, is made by and between YesDTC Holdings, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
SECURITY AGREEMENTSecurity Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 11, 2009, by YesDTC Holdings, Inc., a Nevada corporation (“Assignor”), and PR Complete Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in PR Complete Holdings, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”) at a purchase price of $1,000.00 per Unit, with each Unit consisting of (i) 10,000 shares of common stock, par value $0.0001 per share (the “Shares”) and (ii) a five (5) year warrant to purchase 10,000 shares of common stock (the “Warrant Shares”) at a per share exercise price of $0.10 (the “Exercise Price”), substantially in the form attached hereto as Exhibit A (the “Warrants”). For purposes of this Agreement, the term “Securities” shall refer to the Units, the Shares, the Warrants, and the Warrant Shares.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 15th, 2009 • Yesdtc Holdings, Inc. • Services-business services, nec • New York
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 11, 2009, by and between ALLAY ONLINE MARKETING, LLC a Nevada limited liability company and JOSEPH A. NOEL ( collectively, “Assignor”), and YesDTC, Inc., a Delaware corporation (“Assignee”).
