0001477932-12-001245 Sample Contracts

REORGANIZATION AND ASSET ACQUISITION AGREEMENT
Reorganization and Asset Acquisition Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California
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EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 1st day of August, 2011, by and between General Cannabis, Inc., a Nevada corporation (the “Employer”), and James Pakulis, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered into this 4th day of January, 2012, by and between General Cannabis, Inc., a Nevada corporation (“Employer”), and Justin Weidmann, (“Employee”). In consideration of the mutual promises made herein, the parties agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 19th day of November, 2010, by and between LC Luxuries Ltd., a Nevada corporation (the “Employer”), and Justin Hartfield, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 10th day of January, 2011, by and between General Management Solutions, Inc., a California corporation (the “Employer”), and David Johnson, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

Letter of Agreement between Crystal Research Associates, LLC and LC Luxuries Ltd.
Letter of Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services
REORGANIZATION AND ASSET ACQUISITION AGREEMENT
Reorganization and Asset Acquisition Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

Company: General Cannabis, Inc., a Nevada corporation (the “Company”). Offering: 200,000 shares of common stock Capitalization: Before the offering: · The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. · There are 83,140,256 shares of common stock, and no shares of preferred stock, outstanding. · There are contractual obligations to issue another 16,000,000 shares of common stock through January 2014 if certain financial milestones are met by one of our recently acquired subsidiaries. After the offering: · There will be 83,340,256 shares of common stock issued and outstanding. Subsidiaries: The Company has eight wholly-owned subsidiaries, namely General Processing Corporation, a California corporation, WeedMaps Media, Inc., a Nevada corporation, General Health Solutions, Inc., a California corporation, General Merchant Services, Inc., a California corporation, General Marketing Solutions, Inc., a California corporation, Gener

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • April 19th, 2012 • SearchCore, Inc. • Services-management services
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Agreement and Plan of Reorganization and Merger • April 19th, 2012 • SearchCore, Inc. • Services-management services • California
FIRST AMENDMENT TO
Secured Promissory Note • April 19th, 2012 • SearchCore, Inc. • Services-management services

This First Amendment to Secured Promissory Note (this “Amendment”) is made and entered into as of this 22nd day of February, 2011 by and between General Cannabis, Inc. (f/k/a LC Luxuries Limited), a Nevada corporation (the “Company”) and Justin Hartfield, an individual (the “Holder”).

CONSULTING AGREEMENT
Consulting Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Consulting Agreement (this “Agreement”) is made and entered into as of this 19th day of November, 2010 by and between LC Luxuries Limited, a Nevada corporation (the “Company”) and Douglas Francis, an individual (the “Consultant”).

SECURITY AGREEMENT
Security Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This SECURITY AGREEMENT is dated as of November 19, 2010 by and between LC Luxuries Limited, a Nevada corporation (“LCLX”) and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of LCLX (“LC Merger Sub” and, together with LCLX, “LCLL”) on the one hand, and on the other hand, Justin Hartfield, Keith Hoerling and Douglas Francis (each a “Secured Party”, and collectively, the “Secured Parties”), and Justin Hartfield as the “Collateral Agent” (as defined in Section 1 herein below).

LOCK-UP AGREEMENT October 17, 2011
Lock-Up Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California
SECURED PROMISSORY NOTE
Secured Promissory Note • April 19th, 2012 • SearchCore, Inc. • Services-management services
CONSULTING AGREEMENT
Consulting Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services
ASSIGNMENT OF MANAGEMENT SERVICES AGREEMENT
Assignment of Management Services Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services
DOMAIN NAME PURCHASE AGREEMENT
Domain Name Purchase Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • New Jersey

This Domain Name Purchase Agreement (the “Agreement”) is entered into effective November 18, 2011 (the “Closing Date”) by and between Global Life Enhancements, Inc., a New Jersey corporation (the “Seller”) and WeedMaps Media, Inc., a Nevada corporation (the “Buyer”). Each of the Seller and the Buyer may be referred to herein as a “Party” and collectively as the “Parties.”

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Management Services Agreement (“Agreement”) is made as of March 1, 2008 (“Effective Date”), by and between Kien P. Tran, M.D., Inc. (hereinafter “Practice”), and Synergistic Resources, LLC (hereinafter “Manager”), individually referred to at times as the “Party” or collectively as the “Parties.”.

EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

This Employment Agreement is entered this 19th day of November, 2010, by and between LC Luxuries Ltd., a Nevada corporation (the “Employer”), and Keith Hoerling, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

LOCK-UP AGREEMENT
Lock-Up Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services • California

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of November, 2010 (the “Effective Date”) by and among LC Luxuries Limited, a Nevada corporation (“LCLX” or the “Company”), on the one hand, and Justin Hartfield, an individual (“Hartfield”) and Keith Hoerling, an individual (“Hoerling” and, together with Hartfield, each a “Shareholder” and collectively the “Shareholders”), on the one hand. The Company and the Shareholders shall be referred to as a “Party” and collectively as the “Parties.”

TERMINATION OF CONSULTING AGREEMENT
Termination of Consulting Agreement • April 19th, 2012 • SearchCore, Inc. • Services-management services

Effective as of April 1, 2011, upon execution of the Employment Agreement dated August 1, 2011 by and between General Cannabis, Inc., a Nevada corporation and Douglas Francis, that certain Consulting Agreement dated as of November 19, 2010, as amended on February 22, 2011, is terminated. Neither party will have any further obligations thereunder.

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