Amasys Corp Sample Contracts

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STEMGEN, INC. 5,000,000 Shares Common Stock REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2015 • StemGen, Inc. • Investors, nec • Texas

StemGen, Inc., a Delaware corporation (the "Company") has offered to sell, to the purchasers thereof (each an "Investor" and, collectively, the "Investors"), unregistered shares of the Issuer's common stock (the "Shares") upon the terms set forth in the Purchase Agreement dated March 6, 2015 (the "Purchase Agreement"). As an inducement to the Investors to enter into the Purchase Agreement, the Issuer enters into this registration rights agreement (the "Agreement") effective as of March 11, 2015.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 20th, 2015 • StemGen, Inc. • Investors, nec • Texas

Stock Purchase Agreement (this "Agreement"), dated as of March 6, 2015, among StemGen, Inc., a Delaware corporation (the "Company"), and each entity that is listed on the signature page hereto. Each such entity, together with its successors and permitted assigns, is referred to herein as a "Purchaser" and all such entities, together with their successors and permitted assigns, are collectively referred to herein as the "Purchasers."

NOTE
Amasys Corp • February 13th, 2002 • Services-engineering services
NOTE
Note • November 3rd, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Note • March 25th, 2009 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

ESPORTS AGREEMENT
Agreement • February 1st, 2019 • StemGen, Inc. • Investors, nec • Texas

This Esports Service Agreement (“Agreement”) is entered into on November 1, 2018 (the “Effective Date”), by and between Mainline.GG, with its principal place of business at 1336 Brittmoore Rd., Houston, TX 77043 (“Mainline.GG”) and D3esports, Inc., an incorporated company, with its principal place of business at 1 Performance Drive, Angleton, TX 77515 (“D3 Esports”).

RECITALS
Payment and Release Agreement • February 13th, 2002 • Amasys Corp • Services-engineering services
NOTE
Note • September 24th, 2009 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Fifteen Thousand Dollars ($15,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Note • April 26th, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

StemGen, Inc. Houston, Texas 77024
StemGen, Inc. • November 2nd, 2018 • Investors, nec
NOTE
Note • September 6th, 2011 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Chip Brian (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Amasys Corp • May 30th, 2007 • Investors, nec
NOTE
Amasys Corp • February 6th, 2008 • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Private Capital Group, LLC (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Amasys Corp • September 24th, 2008 • Investors, nec
NOTE
Amasys Corp • February 20th, 2002 • Services-engineering services
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 5th, 2014 • StemGen, Inc. • Investors, nec • Delaware

This Stock Purchase Agreement (“Agreement”) is made as of May 20, 2014, by and between StemGen, Inc., a Delaware corporation (the “Company”) and Landor Investment Corp., a Panama corporation (“Purchaser”).

NOTE
Note • April 29th, 2011 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Amasys Corp • May 30th, 2007 • Investors, nec
NOTE
Note • April 11th, 2013 • StemGen, Inc. • Investors, nec

FOR VALUE RECEIVED, the undersigned, StemGen, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of ImaginEquity Inc. (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

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NOTE
Note • January 28th, 2011 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Fifteen Thousand Dollars ($15,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Note • February 1st, 2012 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Note • November 5th, 2009 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

NOTE
Note • July 28th, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Ten Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

Contract
Joint Venture Agreement • May 21st, 2019 • StemGen, Inc. • Investors, nec • Texas

This Joint Venture Agreement (“Agreement”) is made and entered in as of the last date of the signatures hereinbelow, by and between

NOTE
Amasys Corp • November 28th, 2007 • Investors, nec
Contract
LLC Membership Interest Purchase Agreement • October 19th, 2015 • StemGen, Inc. • Investors, nec • Texas

This LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT, (Agreement) dated as of May 15, 2015, by and among IRONCLAD GROUP HOLDINGS CORP ("IRONCLAD") a Texas limited liability company whose address is 4620 North Braeswood, # 202, Houston Texas, 77096 and represented herein by Simon Jim, manager and authorized agent (hereafter referred to as SELLER); and STEMGEN, INC. ("STEMGEN" or the "Company"), a Delaware limited liability company whose address is 800 Town and Country Boulevard, Suite 300, Houston, Texas 77024 and represented herein by David Walls, its manager and authorized agent (hereafter referred to as BUYER).

NOTE
Note • January 29th, 2010 • Amasys Corp • Investors, nec

FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of C. W. GILLULY (the "Lender"), upon demand, the principal sum of U.S. Five Thousand Dollars ($5,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

StemGen Inc.
Amasys Corp • December 31st, 2012 • Investors, nec

This letter of intent (this "Letter") sets forth certain understandings and agreements between StemGen Inc., a Nevada Corporation ("StemGen"), and Amasys Corporation, a Delaware corporation ("Amasys"), concerning a proposed business combination involving StemGen and Amasys (the "Transaction").

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 19th, 2018 • StemGen, Inc. • Investors, nec • Texas

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of the date of the last signature hereinbelow, by and among StemGen, Inc., a Delaware corporation (hereinafter referred to as “StemGen”), D3esports Corp., a Wyoming corporation (hereinafter referred to as “D3esports”), and the undersigned holders of securities of D3esports Corp. (“Securityholders”).

NOTE U.S. $15,000.00 June 23, 2008
Amasys Corp • July 11th, 2008 • Investors, nec
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