WARRANT TO PURCHASE SHARES OF COMMON STOCK OF KACHING KACHING, INC.Warrant Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
The number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised _______________________ (“Y”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of shares:
EMPLOYMENT AGREEMENT KaChing KaChing, Inc.Employment Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • Nevada
This EMPLOYMENT AGREEMENT (this Agreement) is entered into as of April 22, 2010 (the Effective Date) by and between KaChing KaChing, Inc. a Delaware corporation (the Company), and Mark V. Noffke (the Executive) under the following terms and conditions:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 23, 2010, by and among KaChing KaChing, Inc., a Delaware corporation, with principal offices located at 9029 South Pecos Road, Suite 2800, Henderson, Nevada 89074 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
SECURITY AGREEMENTSecurity Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of April 23, 2010 among KACHING KACHING, INC., a Delaware corporation (the “Company” and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
FORM OF NOTEConvertible Promissory Note • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
KACHING KACHING, INC. & BEYOND COMMERCE, INC. MASTER LICENSE AGREEMENTMaster License Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks
This MASTER LICENSE AGREEMENT (“Agreement”) is made this 21st day of October _, 2009, by and between Beyond Commerce, Inc., a Nevada corporation (“Company”) and Kaching Kaching, Inc., a Nevada corporation (“Kaching Kaching”), with reference to the following recitals.
SUBLEASE AGREEMENTSublease Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • Nevada
This Sublease Agreement (“Sublease”) is made effective as of November 1, 2009, by and Between Beyond Commerce, Inc(“Tenant”), and KaChing KaChing, Inc (“Subtenant”). Tenant has previously entered into a lease agreement with Sansone Pecos I-215 II, LLC,a Nevada limited-liability company(“ Landlord”) dated December 28, 2007 (the “Prime Lease”), a copy of which is attached as an exhibit to this Sublease. Tenant now desires to sublet the leased property to Subtenant and Subtenant desires to sublet the leased property from Tenant. Therefore, the parties agree as follows:
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 27th, 2010 • Duke Mining Company, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) is entered into as of April 22, 2010, among DUKE MINING COMPANY, INC., a Delaware corporation (“BUYER”), and KACHING KACHING, INC., a Nevada corporation (“TARGET”).
