ContractWarrant Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Investor (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) between QPAGOS Corporation, a Delaware corporation (the “Company”), and Gaston Pereira (the “Executive”) is effective as of May 1, 2015 (the “Effective Date”).
QPAGOS CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May __, 2015, by and between QPAGOS Corporation, a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
ADDITIONAL AGREEMENT №1 TO THE SUBLICENSE AGREEMENT No. SJV-01052015Additional Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses
Janor Enterprises Limited, company, duly incorporated in British Virgin Islands, registration number 1606379, having its registered office at the address: Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands, represented by the Director Maria Zanti acting by virtue of the Articles of Association, acting on the basis of the Charter, hereinafter referred to as the “Licensor”, on the one part, and
AGREEMENT AND PLAN OF MERGER by and among Asiya Pearls, Inc., QPAGOS MERGE, INC. and QPAGOS CORPORATION Dated as of May 12, 2016Agreement and Plan of Merger • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2016 (this “Agreement”), by and among Asiya Pearls, Inc., a Nevada corporation (“Asiya”), QPAGOS Merge, Inc., a Delaware corporation and a direct wholly owned subsidiary of Asiya (“Merger Sub”), and QPAGOS Corporation, a Delaware corporation (“QPAGOS”).
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
This Consulting Agreement (the “Agreement”), effective as of this 11th day of February, 2016 (the “Effective Date”) is entered into by and between QPAGOS Corporation (herein referred to as the “Consultant”) and Yogipay Corporation (herein referred to as the “Company”).
PLACEMENT AGENT AGREEMENT April 10, 2015Placement Agent Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses
This Placement Agent Agreement is made by and between QPagos, S.A.P.I. DE C.V., a company duly incorporated in Mexico City, Mexico, registration number QPA 131 106 6H7 (“QPagos” or the “Company”), and Paulson Investment Company, LLC, an Oregon limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its exclusive Placement Agent in obtaining $_______ in financing through a private placement of its units of its common stock (“Common Stock”) and warrants to purchase shares of Common on terms to be agreed upon between the Company and the Placement Agent (the “Financing”), as described in and pursuant to the terms and conditions described in definitive transaction documents to be prepared by the Company with the assistance of the Placement Agent. The Placement Agent shall have the right to engage one or more sub-agents as provided herein. For purposes of this Agreement, the “Company” shall
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
This Consulting Agreement (the “Agreement”), effective as of this 11th day of February, 2016 (the “Effective Date”) is entered into by and between Eurosa Inc. (herein referred to as the “Consultant”) and QPAGOS Corporation (herein referred to as the “Company”).
SUBLICENSE AGREEMENT No. SJV-01082014-01Sublicense Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses
Janor Enterprises Limited, company, duly incorporated in British Virgin Islands, registration number 1606379, having its registered office at the address: Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands, represented by the Director Maria Zanti acting by virtue of the Articles of Association, acting on the basis of the Charter, hereinafter referred to as the “Licensor”, on the one part, and
