Ex1a-7-acq-agmt Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 22nd, 2021 • Elektros, Inc. • Motor vehicles & passenger car bodies • Nevada

This AGREEMENT AND PLAN OF MERGER (the "Agreement"), entered into as of May 25, 2021, by and among China Xuefeng Environmental Engineering, Inc., a Nevada corporation ("Predecessor"), Elektros, Inc., a Nevada corporation ("Successor") and a direct, wholly owned subsidiary of Predecessor, and Elektros Merger Sub, Inc., a Nevada corporation ("Merger Sub") and a direct, wholly owned subsidiary of Successor.

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FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of CIRCLE OF WEALTH FUND III LLC An Idaho limited liability company
Limited Liability Company Operating Agreement • August 22nd, 2024 • Circle of Wealth Fund III LLC • Real estate

This First Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the “Company” or “Fund”), is made as of November 1, 2020 (the “Effective Date”) by and among the Initial Members, and each additional Person who becomes a Member in accordance with the provisions of this Agreement. Any capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Offering Circular dated November 1, 2020, as amended from time to time (the “Offering Circular”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 25th, 2023 • Futuris Co • Services-management consulting services • Texas

This Agreement is made and entered into effective as of August 4, 2023, by and among Insigma, Inc., a Virginia corporation (“Buyer”), and Recruiter.com Consulting, LLC, a Texas limited liability company (“Seller”). Buyer and Seller may be referred to collectively as the “Parties,” or if referring to either of them individually, as a “Party.”

MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC HIGHTIMES HOLDING CORP., as the Company HTHC MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of July 24, 2017
Merger Agreement • December 22nd, 2017 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • New York

This Merger Agreement (this “Agreement”) is made and entered into as of July 24, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”

SELLING AGENT AGREEMENT
Selling Agent Agreement • June 12th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California

This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing selling agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.

STREAMNET, INC. MANAGING BROKER-DEALER AGREEMENT
Managing Broker-Dealer Agreement • March 18th, 2019 • StreamNet, Inc. • Retail-record & prerecorded tape stores • New York

StreamNet, Inc., a Nevada Corporation (the “Company”), is qualifying for public sale up to Eighteen Million Dollars ($18,000,000) (the “Maximum Offering Amount”) of its common stock (the “Shares”) for a purchase price of Five Dollars ($5.00) per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint SW Financial, LLC, a New York Limited Liability Company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit A” (a “Participating Dealer Agreement”) with other members of the

ACQUISITION AGREEMENT
Acquisition Agreement • November 29th, 2022 • Futuris Co • Oil & gas field exploration services

This Acquisition Agreement (“Agreement”) made on this 15th day of October, 2020, by Futuris Technology Services, Inc. (Buyer”), with its principal place of business at 4506 Daly Drive, Suite-100, Chantilly, VA 20151, TalentBeacon HR Solutions Private Limited, (“Company”), a Private Limited corporation organized under the laws of India with its principal place of business Plot No:62,Sri Towers,1st Floor, KPHB 7th Phase, JNTU - Hitech City Road, Kukatpally, Hyderabad, Telangana 500085, India (“Seller”).

ARRANGEMENT AGREEMENT
Arrangement Agreement • October 10th, 2017 • VirtualArmour International Inc. • Services-computer processing & data preparation • British Columbia

VIRTUALARMOR, LLC, a limited liability company formed under the Colorado Limited Liability Company Act C.R.S. § 7-80-101 in the State of Colorado on May 4, 2001, under formation number 2011091662 with a head office at 10901 West Toller Drive, Suite 301, Littleton, CO 80127, USA, Attention: Todd Kannegieter, Email: todd.kannegieter@virtualarmor.com (“Target”)

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 29th, 2021 • Legacyhub Multifamily Reit I, LLC • Delaware

This Investment Management Agreement ("Agreement"), dated as of October 10th, 2020, is entered into by and between LegacyHub MultiFamily REIT I, LLC, a Delaware limited liability company (the "Company," "the Fund") and LegacyHub Partners, LLC, a Texas limited liability company (the "Investment Manager").

amended and restated membership interests Exchange agreement
Membership Interests Exchange Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • California

This Membership Interests Exchange Agreement (this "Agreement"), effective as of the 6th day of January 2017, is made and entered into by and among EE1 Holdings, LLC, a California limited liability company, and the sole member (the "Member") of Encore Endeavor 1 LLC, a California limited liability company (“Encore”) and Level Brands, Inc., a North Carolina corporation (“the “Company”). Terms not otherwise defined herein shall have the meanings set forth in the Amended and Restated Operating Agreement of Encore (the “Operating Agreement”).

THIRD AMENDMENT TO MERGER AGREEMENT
Merger Agreement • June 12th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing

This Third Amendment to Merger Agreement (this “Third Amendment”) is made and entered into as of May 22, 2018 (the “Effective Date”), by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”

President AGREEMENT
President Agreement • February 24th, 2017 • Medivie USA Inc. • Fabricated rubber products, nec • New York

THIS AGREEMENT is dated as of July 1, 2016 (the “Effective Date”), by and between Medivie USA Inc., a Nevada corporation, (the "Company"), and Joshua Rurka (the "President") (the President and Company each a “Party” and collectively the “Parties”).

ABA TEAM RESERVATION AGREEMENT
Team Reservation Agreement • July 6th, 2022 • Valiant Eagle, Inc. • Services-employment agencies • Indiana

THIS TEAM RESERVATION AGREEMENT (“Agreement”) is entered into as of this 21st day of January, 2021 by and between American Basketball Association, LLC, an Indiana limited liability company located at 9421 Holliday Drive, Indianapolis, IN 46260 (“ABA”) and Valiant Eagle Inc., a Delaware corporation (“Company”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 29th, 2024 • Raadr, Inc. • Services-computer programming services • Nevada

This Share Exchange Agreement (this “Agreement”) is entered into as of this 9th day of September, 2024, by and among Raadr, Inc., a Nevada corporation (“RDAR”), Mexedia DAC, a Republic of Ireland corporation (“Acquired Company”), and Mexedia S.p.A. S.B., the owner of Acquired Company (the “Owner”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 13th, 2019 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware

This Share Exchange Agreement, dated effective as of _______, 2019 (this “Agreement”) by and among Moving Image Technologies, LLC, a Delaware limited liability company (“MiT”), the members of MiT set forth on Schedule 1 hereto (the “Members”), and NLM Holding Co., Inc., a Delaware corporation (“NLM”).

TRANS-HIGH CORPORATION 10990 Wilshire Boulevard Penthouse Los Angeles, CA 90024
Sponsorship and Advertising Agreement • June 12th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing

Reference is made to the Sponsorship and Advertising Agreement dated as of September 29, 2017, among Cannabis Sativa, Inc., a Nevada corporation (“CBDS”), Prestocorp., a Delaware corporation (“Presto”) and Trans-High Corporation, a New York corporation (the “Company”) and its consolidated subsidiaries (the “Agreement”). Pursuant to Section 3(c) of the Agreement, in consideration of the Company granting to Presto the Right of First Refusal set forth in Section 2 of the Agreement, CBDS issued to the Company an aggregate of 332,447 shares of CBDS Common Stock (the “CBDS Shares”), valued at $1,000,000 in accordance with the provisions of Section 3(c) of the Agreement.

RECAPITALIZATION AND EXCHANGE AGREEMENT
Recapitalization and Exchange Agreement • September 10th, 2015 • iConsumer Corp. • Delaware

THIS RECAPITALIZATION AND EXCHANGE AGREEMENT (this “Exchange Agreement”) is entered into, effective as of July 6, 2015, by and between iConsumer Corp., a Delaware corporation (the “Corporation”) and Robert Grosshandler (“Stockholder”).

RECEIVABLES & SHARE PURCHASE AGREEMENT
Receivables & Share Purchase Agreement • December 23rd, 2019 • Lifequest World Corp. • Food and kindred products • New Jersey

THIS RECEIVABLES & SHARE PURCHASE AGREEMENT (this “Agreement”), effective as of April 2, 2019 (the “Effective Date”), is entered into by and between, Biopipe Global AG., a Swiss company (“Seller”) and BioPipe Global Corp, a New Jersey corporation, wholly owned subsidiary of LifeQuest World Corp. (“Buyer”).

RideShare Rental Fleet Owners Agreement
Rideshare Rental Fleet Owners Agreement • August 7th, 2019 • Dna Brands Inc • Services-advertising agencies • California

This agreement is between RideShare Car Rentals, LLC (“RideShare Rental”) and Fleet Owner or an Individual Vehicle Owner, as applicable (DNA Brands, Inc Howard Ullman). These Terms of Service and all of RideShare Rental documents (e.g. the vehicle rental agreement “Vehicle Rental Agreement” provided by RideShare Rental for use between Fleet Owner(DNA Brands, Inc Howard Ullman) and RideShare Rental, Vehicle Condition Report, fleet dashboard and message board), collectively create the terms and conditions (the “Agreement”) upon which RideShare Car Rentals, LLC defines use of its services, which include the RideShare Rental site, app and marketplace (collectively, the “Services”). Fleet owners who use the Services, and RideShare Rental vehicle-booking marketplace agree to be bound by this agreement.

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • June 2nd, 2023 • Bell Rose Capital, Inc.

This Plan and Agreement of Reorganization (the “Plan of Reorganization”) is entered into as of the 1st day of February, 2023, by and among Bell Rose Capital, Inc., a Wyoming corporation, sometimes referred to in this Plan of Reorganization as “Purchaser”, and the person executing this Plan of Reorganization below, the sole shareholder of IAI tech, a California corporation, sometimes referred to in this Plan of Reorganization as the “Acquired Corporation”. This person is sometimes referred to in this Plan of Reorganization as the “Shareholder.” The Shareholder owns 100% of all of the outstanding shares of common stock of IAI tech, a California corporation.

INTELLECTUAL PROPERTY & RECEIVABLE PURCHASE AGREEMENT
Intellectual Property Purchase Agreement • December 23rd, 2019 • Lifequest World Corp. • Food and kindred products • New Jersey

THIS INTELLECTUAL PROPERTY PURCHASE & ACQUISITION AGREEMENT (this “Agreement”), effective as of April 2, 2019 (the “Effective Date”), is entered into by and between, Biopipe Global AG., a Swiss company (“Seller”) and BioPipe Global Corp, a New Jersey corporation, wholly owned subsidiary of LifeQuest World Corp. (“Buyer”).

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STOCK PURCHASE AGREEMENT FOR
Stock Purchase Agreement • August 16th, 2023 • Tocca Life Holdings, Inc.

This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the day of March ____, 2023 by and among Climb Orlando Inc., a Corporation domiciled in Florida, (the "Seller"), and Be Climbing Inc., a Corporation domiciled in Nevada (the "Purchaser"). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the "Parties".

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER CONVERSION
Agreement and Plan of Merger Conversion • March 24th, 2023 • Oconee Financial Corp • State commercial banks • Georgia

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER CONVERSION (this “Agreement”) is entered into as of this 15th day of December 2022, by and among Oconee Financial Corporation (“Oconee”), a Georgia corporation, Oconee State Bank (the “Bank”), a Georgia state chartered commercial bank and the wholly owned subsidiary of Oconee, and Elberton Federal Savings and Loan Association (“Elberton”), a federal mutual savings association. This Agreement amends and restates in its entirety that certain Agreement and Plan of Merger Conversion, dated as of June 1, 2021, by and between the parties (the “Original Agreement”).

MULTI-PARY STOCK PURCHASE AGREEMENT FOR
Stock Purchase Agreement • August 16th, 2023 • Tocca Life Holdings, Inc.

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the day of February 28, 2023 by and among WONG HANG NGA (“Seller” or “Investor”), an individual and resident of Hong Kong and TOCCA Life Holdings Inc, a Nevada Corporation, (the “Purchaser” or “Company”). The Sellers, and the Purchaser are sometimes referred to as the Party and collectively as the “Parties”.

ACQUISITION AGREEMENT
Acquisition Agreement • December 28th, 2018 • Aviation Mining Solutions, Inc. • Delaware

This ACQUISITION AGREEMENT ("Agreement") among AVIATION MINING SOLUTIONS, INC., a Delaware corporation ("AMS DE"), AVIATION MINING SOLUTIONS, LLC, a private limited liability company organized under the laws of the Arizona (“AMS AZ”) and the persons listed in Exhibit A hereof (collectively the "Members"), being the owners of record of all of the issued and outstanding membership units of AMS AZ.

CHIEF MARKETING OFFICER AGREEMENT
Chief Marketing Officer Agreement • February 24th, 2017 • Medivie USA Inc. • Fabricated rubber products, nec • New York

THIS AGREEMENT is dated as of July 1, 2016 (the “Effective Date”), by and between Medivie USA Inc., a Nevada corporation, (the "Company"), and Dwight Anderson (the "CMO") (the CMO and Company each a “Party” and collectively the “Parties”).

Agroselect LLC.
Letter of Intent • May 1st, 2020 • Cannabinoid Biosciences, Inc. • Pharmaceutical preparations • California

The purpose of this Letter of Intent ("LOI") is to set forth the terms and conditions pursuant to which Cannabinoid Biosciences, Inc. (CBDZ), a California Corporation will enter into a business combination (the "Acquisition") with Agroselect LLC, a Michigan limited liability company ("Company"). CBDZ and the Company may individually be referred to herein as a " Party" or collectively as the "Parties".

Master Service Agreement
Master Service Agreement • August 22nd, 2024 • Circle of Wealth Fund III LLC • Real estate • Utah

This Master Subscription Services Agreement is between Crowd Engine, Inc., a Delaware corporation with its principal place of business at 4770 South 900 East, Suite 200, Salt Lake City, UT 84117 (“CrowdEngine”), and the Customer named above (“Customer”). This Agreement is effective as of the last date beneath the parties’ signatures below (the “Effective Date”).

Contract
Share Purchase and Transfer Agreement • June 7th, 2024 • International Star Inc • Patent owners & lessors • Ontario

THIS SHARE PURCHASE AND TRANSFER AGREEMENT (the “Agreement”), made effective as of the 30th day of January 2023 (the “Effective Date”), is entered into by and among Daniel Rubin, an individual residing in the Province of Ontario (“DR”), Robert Klein, an individual residing in the Province of Ontario (“RK”), 909663 Ontario Limited, a corporation incorporated under the laws of the Province of Ontario (“909 Ontario”), Michael Lickver, an individual residing in the Province of Ontario (“ML”, and together with DR, RK and 909 Ontario, collectively the “Sellers” and each of them a “Seller”), International Star Inc., a corporation incorporated under the laws of the State of Nevada (the “Purchaser”), and Budding Equity Inc., a corporation incorporated under the federal laws of Canada (the “Corporation”). (The Sellers, Purchaser and Corporation are jointly referred to herein as the “Parties” and each as a “Party.”)

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • September 25th, 2023 • Futuris Co • Services-management consulting services • Wyoming

This Common Stock Purchase Agreement (“Agreement”) is entered into on June 12, 2023 by and among MADHAVI DOKI (“Seller”), and FUTURIS COMPANY, a Wyoming corporation (“Purchaser”). Seller and Purchaser may collectively be referred to as the “Parties”, or if referring to either of them individually, a “Party.”

AMENDING AGREEMENT #1 made as of the 31st day of January 2017. BETWEEN:
Amending Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • British Columbia

WHEREAS Winwell and Carlin entered into an arrangement agreement dated December 8, 2016 (the “Arrangement Agreement”) to complete the RTO Transaction;

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 11th, 2019 • Flora Growth Corp.

On the one hand, GUILLERMO ANDRES RAMIREZ MARTINEZ (“Guillermo”), GUILLERMO RAMIREZ CABRALES (“Cabrales”) and OSCAR MAURICIO FRANCO ULLOA, an individual residing at (“Oscar”)

SECOND AMENDED AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 6th, 2024 • Humble Energy, Inc./Fl • Florida

This Second Amended Agreement and Plan of Reorganization (this “Agreement”) is entered into effective August 2, 2024, by and among Humble Energy, Inc., a Florida corporation (“HUML”), PanMeridian KS Holdings, LLC, a Kansas limited liability company (“Acquired Company”), and the member of Acquired Company executing this Agreement (the “Member”).

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