SPIN-OFF AGREEMENTSpin-Off Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Arkansas
THIS SPIN-OFF AGREEMENT (this “Agreement”) is entered into as of this __ day of September 2010, by and among Sumotext Incorporated, a Nevada corporation (the “Company” or the “Seller”) and Timothy Miller and Jim Stevenson, each an individual (collectively the “Buyer”), and Sebring Software LLC, a Florida limited liability company (“Sebring”), each a “Party” and collectively the “Parties”, upon the following premises:
LICENSE AGREEMENTLicense Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications
THIS LICENSE AGREEMENT, by and between Engineering Consulting and Solutions, GMBH, with its principal office in Neumarkt, Germany (“ECS” or “Licensor”) and Sebring Software, LLC, a Florida limited liability company with its principal office in Sarasota County, Florida (“Sebring” or “Licensee” or “reseller”) (each a “Party” and together the “Parties”). The “Effective Date” hereof shall be the later of: (i) the date when the Advanced Payment has been made, or (ii) November 30, 2010.
SECURITY AGREEMENTSecurity Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Utah
This Security Agreement (the “Security Agreement”) is entered into and effective as of the 1st day of October, 2010, by and between Lester Petracca (the “Secured Party”) and Sebring Software, LLC, a Florida limited liability company (the “Company”). This Security Agreement is entered into to secure amounts owed to Secured Party pursuant to the terms of that certain Secured Promissory Note by and between Company and the Secured Party dated as of an even date herewith (the “Note”).
REDEMPTION AND SECURITY AGREEMENTRedemption and Security Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications
This REDEMPTION AND SECURITY AGREEMENT (“Agreement”) dated as of October 22, 2010, is made and entered into by and among SEBRING SOFTWARE, LLC, a corporation Florida limited liability company (the “Company”), and DIE CON AG (“Seller”).
SETTLEMENT AGREEMENTSettlement Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • New York
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made as of October 1, 2010, by and among Lester Petracca (“Petracca”), and Sebring Software, LLC (“Sebring”).
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Florida
THIS MANAGEMENT EMPLOYMENT AGREEMENT (the "Agreement") is entered into effect as of June 3rd, 2008 (the "Effective Date"), between SEBRING SOFTWARE, LLC ("Sebring"), a corporation organized under the laws of Florida, with a principal office at 1400 Cattleman Road, Suite D, Sarasota, Florida 34232, and Leif W. Andersen, (the "Employee"), a resident of Sarasota, Florida (each a "Party" and collectively the "Parties").
ContractShare Exchange and Reorganization Agreement • October 29th, 2010 • SUMOTEXT, Inc. • Telegraph & other message communications • Nevada
SHARE EXCHANGE AND REORGANIZATION AGREEMENT, dated as of October 25, 2010 (the “Agreement”), among SEBRING SOFTWARE LLC, a Florida limited liability company with offices located at 1400 Cattlemen Road, Suite D, Sarasota, Florida 34232 (“Sebring”); SUMOTEXT INCORPORATED, a Nevada corporation with offices located at 2100 Riverdale, Suite 200, Little Rock, Arkansas, 72202 (“PublicCo”); and THE BENEFICIAL MEMBERS OF SEBRING IDENTIFIED IN SCHEDULE A HERETO (the “Sebring Equityholders”).
