REORGANIZATION AND ASSET ACQUISITION AGREEMENTReorganization and Asset Acquisition Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2013 • 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:
Letter of Agreement between Crystal Research Associates, LLC and LC Luxuries Ltd.Letter of Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
REORGANIZATION AND ASSET ACQUISITION AGREEMENTReorganization and Asset Acquisition Agreement • January 30th, 2013 • 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 MERGERAgreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services
DOMAIN NAMES PURCHASE AGREEMENTDomain Names Purchase Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Domain Names Purchase Agreement (the “Agreement”) is entered into effective August 24, 2012 (the “Closing Date”) by and between High Level Technologies, Inc. (the “Seller”) and SearchCore, 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.”
ASSIGNMENT OF DOMAIN NAMESAssignment of Domain Names • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Assignment of Domain Names is made effective as of the 31st day of December, 2012 by and among General Marketing Solutions, Inc., a California corporation (“GMS”), and SearchCore, Inc., a Nevada corporation, the sole shareholder of GMS (“SearchCore” and, together with GMS, the “Assignor”), on the one hand, and RJM BV, a Dutch corporation (“RJM” or the “Assignee”), on the other hand.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Asset Purchase Agreement (this “Agreement”) is dated as of December 11, 2012 by and among General Marketing Solutions, Inc., a California corporation (“GMS”), and SearchCore, Inc., a Nevada corporation, the sole shareholder of GMS (“SearchCore” and, together with GMS, the “Selling Parties”), on the one hand, and RJM BV, a Dutch corporation (“RJM”), on the other hand. Each of the Selling Parties and RJM shall be referred to herein as a “Party” and collectively as the “Parties.”
ASSIGNMENT OF TRADEMARKSAssignment of Trademarks • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Assignment of Trademarks is made effective as of the 31st day of December, 2012 by and between SearchCore, Inc., a Nevada corporation (“Assignor”) and WeedMaps Media, Inc., a Nevada corporation (“WeedMaps” or the “Assignee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Pledge and Security Agreement (this “Agreement”) is made and entered into effective as of December 31, 2012 (the “Effective Date”) by and between SearchCore, Inc., a Nevada corporation (“Holder”) and WeedMaps Media, Inc., a Nevada corporation. (“Pledgor”). The Holder and the Pledgor shall each be referred to as a “Party” and collectively as the “Parties.”
DOMAIN NAME PURCHASE AGREEMENTDomain Name Purchase Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Domain Name Purchase Agreement (the “Agreement”) is entered into effective August 7, 2012 (the “Closing Date”) by and between Domain Holdings, Inc., an Alberta corporation (the “Seller”) and SearchCore, 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.”
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Assignment, Assumption and Release Agreement (the “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”) by and between SearchCore Inc., a Nevada corporation (the “Company”), Douglas Francis, an individual (“Francis”), and RJM BV, a Dutch corporation (“RJM”). Each of the Company, Francis, and RJM may be referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF REORGANIZATION by and among WeedMaps Media, Inc., a Nevada corporation, and its shareholder SearchCore, Inc., a Nevada corporation, on the one hand and RJM BV, a Dutch corporation, on the other handAgreement and Plan of Reorganization • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is dated as of December 11, 2012, by and among WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”), and SearchCore, Inc., a Nevada corporation, the sole shareholder of WeedMaps (“SearchCore” and, together with WeedMaps, the “Selling Parties”), on the one hand, and RJM BV, a Dutch corporation (“RJM”), on the other hand. Each of the Selling Parties and RJM shall be referred to herein as a “Party” and collectively as the “Parties.”
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Assignment, Assumption and Release Agreement (this “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”) by and among SearchCore, Inc., a Nevada corporation (the “Company”), Keith Hoerling, an individual (“Hoerling”), and RJM BV, a Dutch corporation (“RJM”). Each of the Company, Hoerling and RJM may be referred to herein as a “Party” and collectively as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Management Agreement (this “Agreement”) is entered into this 21st day of January, 2013, by and between SearchCore, Inc., a Nevada corporation (“SearchCore”) and Tattoo Interactive, LLC, a California limited liability company (“TI”). Each of SearchCore and TI may be referred to as a Party and collectively as the Parties.
NON-COMPETITION AGREEMENTNon-Competition Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Non-Competition Agreement (this “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”), by and among RJM BV, a Dutch corporation (“RJM” or the “Buyer”), Douglas Francis, an individual (“Francis”), Justin Hartfield, an individual (“Hartfield”), Keith Hoerling, an individual (“Hoerling” and, together with RJM, Francis, Hartfield, and Hoerling, the “Bound Parties”), on the one hand, and SearchCore, Inc., a Nevada corporation (the “Seller”) and and WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”), on the other hand, pursuant to the Agreement and Plan of Reorganization dated December 11, 2012, by and among the Buyer, Seller, and WeedMaps (the “Purchase Agreement”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them in the Purchase Agreement.
ASSIGNMENT OF DOMAIN NAMESAssignment of Domain Names • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Assignment of Domain Names is made effective as of the 31st day of December, 2012 by and between SearchCore, Inc., a Nevada corporation (“Assignor”) and WeedMaps Media, Inc., a Nevada corporation (“WeedMaps” or the “Assignee”).
SEARCHCORE, INC. Newport Beach, CA 92660 December 31, 2012Side Letter • January 30th, 2013 • SearchCore, Inc. • Services-management services
Pursuant to that certain Agreement and Plan of Reorganization (the “Agreement”) dated as of December 11, 2012, by and among WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”), and SearchCore, Inc., a Nevada corporation, the sole shareholder of WeedMaps (“SearchCore” and, together with WeedMaps, the “Selling Parties”), on the one hand, and RJM BV, a Dutch corporation (“RJM”), on the other hand, the parties hereby further agree as follows (capitalized terms used herein and not defined shall have the meaning set forth in the Agreement):
NON-COMPETITION AGREEMENTNon-Competition Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This Non-Competition Agreement (this “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”), by and among RJM BV, a Dutch corporation (“RJM” or the “Buyer”), SearchCore, Inc., a Nevada corporation (the “Seller”), James Pakulis, an individual (“Pakulis”) and Brad Nelms, an individual (“Nelms”, and together with Pakulis and Seller, the “Bound Parties”) pursuant to the Agreement and Plan of Reorganization dated December 11, 2012, by and among the Buyer, Seller, and WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”) (the “Purchase Agreement”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them in the Purchase Agreement.
AGREEMENT ASSUMPTION AGREEMENTLease Assumption Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Lease Assumption Agreement (this “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”) by and between WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”) and SearchCore, Inc., a Nevada corporation and the sole shareholder of WeedMaps (“SearchCore” and, together with WeedMaps, the “Company”) and RJM BV, a Dutch corporation (“RJM”). Each of the Company and RJM may be referred to herein as a “Party” and collectively as the “Parties.”
LEASE ASSUMPTION AGREEMENTLease Assumption Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Lease Assumption Agreement (this “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”) by and between SearchCore, Inc., a Nevada corporation (the “Company”) and RJM BV, a Dutch corporation (“RJM”). Each of the Company and RJM may be referred to herein as a “Party” and collectively as the “Parties.”
SEARCHCORE, INC. FIRST AMENDMENT TO NON-RECOURSE SECURED PROMISSORY NOTENon-Recourse Secured Promissory Note • January 30th, 2013 • SearchCore, Inc. • Services-management services
This First Amendment to Non-Recourse Secured Promissory Note (this “Amendment”) is entered into this 25th day of October, 2012, by and between SearchCore, Inc., a Nevada corporation (the “Company”) and Domain Holdings, Inc., an Alberta corporation (the “Holder”). Each of the Company and the Holder may be referred to as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF REORGANIZATION AND MERGERAgreement and Plan of Reorganization and Merger • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENTAssignment, Assumption and Release Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
This Assignment, Assumption and Release Agreement (the “Agreement”) is entered into effective December 31, 2012 (the “Effective Date”) by and between SearchCore Inc., a Nevada corporation (the “Company”), Justin Hartfield, an individual (“Hartfield”), and RJM BV, a Dutch corporation (“RJM”). Each of the Company, Hartfield, and RJM may be referred to herein as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENT by and between Sports Asylum, Inc., a Nevada corporation, and its Shareholders Sabas Carrillo an individual and James Pakulis an individual on the one hand and SearchCore, Inc., a Nevada corporation on the other handSecurities Purchase Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services • California
This SECURITIES PURCHASE AGREEMENT (“Agreement”) is dated as of December 31, 2012, by and among Sports Asylum, Inc., a Nevada corporation (“SA”), and its shareholders, Sabas Carrillo, an individual (“Carrillo”) and James Pakulis, an individual (“Pakulis” and, together with Carrillo, the “Shareholders”), on the one hand, and SearchCore, Inc., a Nevada corporation (“SearchCore”), on the other hand. Each of SA, the Shareholders, and SeachCore shall be referred to herein as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO DOMAIN NAME PURCHASE AGREEMENTDomain Name Purchase Agreement • January 30th, 2013 • SearchCore, Inc. • Services-management services
This First Amendment to Domain Name Purchase Agreement (this “Agreement”) is entered into effective October 25, 2012 (the “Closing Date”) by and between Domain Holdings, Inc., an Alberta corporation (the “Seller”) and SearchCore, 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.”
