0001213900-12-006460 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 23rd, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 20, 2012, is entered into by and among Genesis Group Holdings, Inc., a Delaware corporation (“Purchaser”), Integration Partners-NY Corporation, a New Jersey corporation (the “Company”), and Barton F. Graf, Jr. (“Graf”), David C. Nahabedian (“Nahabedian”) and Frank Jadevaia (“Jadevaia”) (each of Graf, Nahabedian and Jadevaia, a “Seller” and collectively the “Sellers”) as the sole shareholders of the Company.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 23rd, 2012 • Genesis Group Holdings Inc • Services-business services, nec

WHEREAS, each of the undersigned desires to subscribe for shares representing, in the aggregate, ___________(___ ) shares of Series H Preferred Stock (the “Shares”) in Genesis Group Holdings Inc. (the “Company”) in consideration for a total investment of ____________ Dollars ( $_______ ) and

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 23rd, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New Jersey

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 19, 2012, is entered into by and between GENESIS GROUP HOLDINGS, INC., a Delaware corporation (“Parent”) and TEKMARK GLOBAL SOLUTIONS, LLC a New Jersey Limited Liability Company (“Seller”). Seller, Parent and Purchaser (as defined below) may be referred to from time to time in this Agreement, individually as a “Party” and collectively as the “Parties.”

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