SECURITY AGREEMENTSecurity Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Nevada
This SECURITY AGREEMENT (the “Security Agreement”) dated as of September 30, 2014, but made effective as of October 3, 2014, is executed by THE PULSE NETWORK, INC., a Nevada corporation (the “Debtor”), with its chief executive offices located at 437 Turnpike Street, Canton, MA 02021, and TCA Global Credit Master Fund, LP (the “Secured Party”).
SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$5,000,000 BY AND AMONG THE PULSE NETWORK, INC., as Borrower,Senior Secured Revolving Credit Facility Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Nevada
This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of September 30, 2014 and made effective as of October 3, 2014 (the “Effective Date”), is executed by and among: (i) THE PULSE NETWORK, INC., a corporation incorporated under the laws of the State of Nevada (the “Borrower”); (ii) THE PULSE NETWORK, INC., a corporation incorporated under the laws of the State of Massachusetts, THE PULSE NETWORK MANAGEMENT, LLC, a limited liability company organized and existing under the laws of the State of Massachusetts, and any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.18 hereof, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”); and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a
SUBORDINATION OF LOANS AGREEMENTSubordination of Loans Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Nevada
THIS SUBORDINATION AGREEMENT (the “Agreement”) is made as of September 30, 2014, but made effective as of October 3, 2014, by and between JOHN SABER (the “Loan Holder”), TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”), THE PULSE NETWORK, INC., a Nevada corporation, THE PULSE NETWORK, INC., a Massachusetts corporation and THE PULSE NETWORK MANAGEMENT, LLC, a Massachusetts limited liability company (collectively, the “Credit Parties”).
GUARANTY AGREEMENTGuaranty Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Nevada
This GUARANTY AGREEMENT is dated as of September 30, 2014, but made effective as of October 3, 2014 (as amended, restated or modified from time to time, the “Guaranty”), and is made by YOU EVERYWHERE NOW, LLC, a limited liability company organized under the laws of the State of California, VOICEFOLLOWUP, LLC, a limited liability company organized under the laws of the State of California, and TRAFFIC GEYSER, LLC, a limited liability company organized under the laws of the State of California, (each of the foregoing parties hereinafter referred to separately as a “Guarantor” and collectively as the “Guarantors”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender”).
TO EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Massachusetts
This Amendment No. 2 (this “Amendment”) to the Employment Agreement (the “Agreement”) dated March 29, 2013, by and between The Pulse Network, Inc., a Nevada corporation (“Employer”), and The Pulse Network, Inc., a Massachusetts corporation and wholly owned subsidiary of Employer (“Subsidiary”) and John Saber (“Executive”) is entered into September 26, 2014. Employer, Subsidiary and Executive may be collectively referred to herein as the “Parties”.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Florida
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of September 30, 2014, but made effective as of October 3, 2014, by and between THE PULSE NETWORK, INC., a Nevada corporation (“PN-Nevada”), THE PULSE NETWORK, INC., a Massachusetts corporation (“PN-Mass”), YOU EVERYWHERE NOW, LLC, a California limited liability company (“YEN”)(PN-Nevada, PN-Mass, and YEN each sometimes hereinafter referred to as a “Pledgor” and all of such entities sometimes hereinafter collectively referred to as the “Pledgors”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).
SUBSIDIARY CONSENT AND AGREEMENTSubsidiary Consent and Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software
This SUBSIDIARY CONSENT AND AGREEMENT (the “Consent”) is dated effective as of the 3rd day of October, 2014, by YOU EVERYWHERE NOW, LLC, a limited liability company organized under the laws of the State of California, VOICEFOLLOWUP, LLC, a limited liability company organized under the laws of the State of California, and TRAFFIC GEYSER, LLC, a limited liability company organized under the laws of the State of California (collectively, the “Acquired Entities”), for the benefit of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Delaware
This Securities Purchase Agreement is entered into as of October 3, 2014 (this “Agreement”), by and between MikeKoenigs.com Inc., a Minnesota corporation (the “Seller”), The Pulse Network Inc., a Massachusetts corporation (the “Buyer”), and The Pulse Network, Inc., a Nevada corporation of which the Buyer is a wholly owned subsidiary (“Parent;” Buyer and Parent, together, the “Buyer Parties”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”
TO EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Massachusetts
This Amendment No. 2 (this “Amendment”) to the Employment Agreement (the “Agreement”) dated March 29, 2013, by and between The Pulse Network, Inc., a Nevada corporation (“Employer”), and The Pulse Network, Inc., a Massachusetts corporation and wholly owned subsidiary of Employer (“Subsidiary”) and Stephen Saber (“Executive”) is entered into September 26, 2014. Employer, Subsidiary and Executive may be collectively referred to herein as the “Parties”.
SUBORDINATION AGREEMENTSubordination Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • Nevada
THIS SUBORDINATION AGREEMENT (the “Agreement”) is made and executed as of the third day of October, 2014, by, between and among THE PULSE NETWORK, INC., a Nevada corporation (the “Borrower”), THE PULSE NETWORK, INC., a Massachusetts corporation, THE PULSE NETWORK MANAGEMENT, LLC, a Massachusetts limited liability company, YOU EVERYWHERE NOW, LLC, a California limited liability company, VOICEFOLLOWUP, LLC, a California limited liability company, and TRAFFIC GEYSER, LLC, a California limited liability company (the “Guarantors,” and together with Borrower, the “Credit Parties”), TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”) and MIKEKOENIGS.COM, INC., a Minnesota corporation (“Subordinating Creditor”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • Pulse Network, Inc. • Services-prepackaged software • California
This is an Employment Agreement (this “Agreement”) entered into between The Pulse Network, Inc., a Nevada corporation (“The Pulse Network”), and The Pulse Network, Inc., a Massachusetts corporation and wholly owned subsidiary of The Pulse Network (“Employer”), and Michael Koenigs (“Employee”), the terms and conditions of which are as follows:
