Bad Toys Inc Sample Contracts

Sars Corp. – AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (October 2nd, 2009)

This Amendment No. 3 (the “Amendment”), entered into September 28, 2009, to the Agreement and Plan of Merger (the “Agreement” or “Merger Agreement”), executed on or around May 22, 2009, and amended on or around July 8, 2009 and on July 15, 2009, by and between SARS Corporation (“SARS”), a corporation formed under the laws of the State of Nevada, and/or its assignees, Environmental Insulation, LLC (“EI”), a limited liability company formed under the laws of the State of Nevada, EI Acquisition Corp. (the “EI Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, ESDD, LLC (“ESDD”), a limited liability company formed under the laws of the State of Tennessee, ESDD Acquisition Corp., a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS (the “ESDD Merger Sub”), Alternatech, Inc. (“Alternatech”), a corporation formed under the laws of the State of Illinois, Alternatech Acquisition

Sars Corp. – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (July 9th, 2009)

This Amendment No. 1 (the “Amendment”), entered into July 7, 2009, to the Agreement and Plan of Merger (the “Agreement” or “Merger Agreement”) executed on or around May 22, 2009, by and between SARS Corporation (“SARS”), a corporation formed under the laws of the State of Nevada, and/or its assignees, Environmental Insulation, LLC (“EI”), a limited liability company formed under the laws of the State of Nevada, EI Acquisition Corp. (the “EI Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, ESDD, LLC (“ESDD”), a limited liability company formed under the laws of the State of Tennessee, ESDD Acquisition Corp., a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS (the “ESDD Merger Sub”), Alternatech, Inc. (“Alternatech”), a corporation formed under the laws of the State of Illinois, Alternatech Acquisition Corp. (the “Alternatech Merger Sub”), a corporation to be formed un

Sars Corp. – ASSET ASSIGNMENT AGREEMENT (June 5th, 2009)

This ASSET ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of this 1st day of June, 2009, by and between SARS Corporation, a Nevada corporation (“Seller”) and The Clarence Group, LLC, a Missouri limited liability company (“Creditor”).

Sars Corp. – AGREEMENT AND PLAN OF MERGER by and among SARS Corporation, Environmental Insulation, Inc. EI Acquisition Corp., ESDD, LLC, ESDD Acquisition Corp., Alternatech, Inc., Alternatech Acquisition Corp., Swank Enterprises, Inc. d/b/a Art and Print, Inc., A&P Acquisition Corp., Associated Mechanical, Inc., AMI Acquisition Corp., and RJP Acquisition Corp. Dated as of May 22, 2009 AGREEMENT AND PLAN OF MERGER (June 3rd, 2009)

This Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 21, 2009, by and among SARS Corporation (“SARS”), a corporation formed under the laws of the State of Nevada, and/or its assignees, Environmental Insulation, LLC (“EI”), a limited liability company formed under the laws of Nevada, EI Acquisition Corp. (the “EI Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, ESDD, LLC (“ESDD”), a limited liability company formed under the laws of the State of Tennessee, ESDD Acquisition Corp., a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS (the “ESDD Merger Sub”), Alternatech, Inc. (“Alternatech”), a corporation formed under the laws of the State of Illinois, Alternatech Acquisition Corp. (the “Alternatech Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, Associated Mechanical, Inc. (“AMI”

Sars Corp. – Contract (December 12th, 2008)

This Employment Agreement (“Agreement”), dated December 8, 2008, is made by and between Christopher Wain (“Employee”) and SARS Corporation, a Nevada corporation (“Company”). Collectively referred to herein as the “Parties.”

Sars Corp. – ASSET PURCHASE AGREEMENT BY AND BETWEEN JINKHOLD, LTD. A United Kingdom Corporation (October 7th, 2008)
Sars Corp. – SARS CORPORATION 10% CONVERTIBLE DEBENTURE (October 7th, 2008)

SARS CORPORATION (“Maker” or the “Company”) hereby promises to pay to the order of Andronics, Ltd. or his, her, its assigns (“Holder”), the sum of Seven Hundred Twenty-Two United States Dollars (USD$722,000), with interest at the rate of ten percent (10%) per annum until paid. All outstanding principal and accrued and unpaid interest shall become due twelve months from the date upon which this 10% Convertible Debenture (“Debenture”) is executed (the “Maturity Date”). All payments due and owning under this Debenture shall be subject to the terms and conditions set forth herein.

Sars Corp. – Amended and Restated Bylaws of SARS CORPORATION July 2008 (July 10th, 2008)

The principal office of SARS Corporation (the “Corporation”) shall be located at the principal place of business or such other place as the Board of Directors (the “Board” and each member a “Director”) may designate. The Corporation may have such other offices as the Board may designate or as the business of the Corporation may require.

Sars Corp. – CONSULTING SERVICES AGREEMENT (March 18th, 2008)

This Consulting Services Agreement (“Agreement”), dated March 14, 2008, is made by and between Christopher Wain of ASAI Consulting (“Consultant”) and SARS Corporation, a Nevada corporation (“Company”). Collectively referred to herein as the “Parties.”

Sars Corp. – CONSULTING SERVICES AGREEMENT (March 11th, 2008)

This Consulting Services Agreement (“Agreement”), dated February ___, 2008, is made by and between Bill Bates (“Consultant”), and SARS Corporation, a Nevada corporation (“Company”). Collectively referred to herein as the “Parties.”

Sars Corp. – March 1, 2004 (February 19th, 2008)

This Engagement Agreement confirms the principal terms under which Monty Abbott1 and the corporation to be formed in Washington State and named Veritas Solutions, Inc. (“Veritas” or the “Company”), agrees to engage The Otto Law Group, PLLC (“Otto Law”). Under this Engagement Agreement, Otto Law will assist Veritas with various matters including, without limitation, the following:

Sars Corp. – VERITAS SOLUTIONS, INC. SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION 8% SERIES A PREFERRED STOCK (January 15th, 2008)

Veritas Solutions, Inc., a corporation organized and existing under the laws of the state of Washington (the "Corporation"), hereby certifies that, pursuant to (i) the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, (ii) the provisions of Section RCW 23B.06.020 and RCW 23B.06.210 of the Revised Code of Washington, and (iii) the resolutions adopted by the Board of Directors of the Corporation by unanimous written consent dated May 16, 2006, the Board of Directors duly adopted resolutions providing for the adoption of the Certificate of Designation of 8% Cumulative Series A Convertible Preferred pursuant to the Agreement and Plan of Merger with Secure Asset Reporting Services, Inc., dated as of May 16, 2006, which resolutions are as follows:

Sars Corp. – FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (December 21st, 2007)

THIS FIRST AMENDMENT to the Asset Purchase Agreement by and between Jinkhold, Ltd., a corporation duly organized under the laws of the United Kingdom (“Jinkhold” or the “Purchaser”), Andronics, Ltd., a corporation duly organized under the laws of Northern Ireland (“Andronics” or the “Seller”) and Robert Andrews, an individual residing in Northern Ireland and a founder of Andronics (“Andrews”) entered into on October 26, 2007 (the “Agreement”) and amends the Agreement as set forth below (the “Amendment”). Jinkhold, Andronics and Andrews are hereinafter at times collectively referred to as the “Parties.”

Sars Corp. – ASSET PURCHASE AGREEMENT (December 21st, 2007)
Mycom Group Inc /Nv/ – ASSET PURCHASE AGREEMENT BY AND BETWEEN JINKHOLD, LTD. A United Kingdom Corporation (October 30th, 2007)
Mycom Group Inc /Nv/ – AGREEMENT CONCERNING THE AGREEMENT AND PLAN OF MERGER BY AND AMONG MYCOM GROUP, INC., MYCOM ACQUISITION CORPORATION, a wholly owned subsidiary of Mycom Group, Inc., AND VERITAS SOLUTIONS, INC., THE SECURITY HOLDERS OF VERITAS SOLUTIONS, INC. AND SECURE ASSET REPORTING SERVICES, INC. a wholly subsidiary of Veritas Solutions Inc. (August 31st, 2007)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made this 28th day of August, 2007 (the “Closing Date”), by and between Mycom Group, Inc. a Nevada corporation (“Mycom”), Mycom Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of Mycom (“MergerCo”), Veritas Solutions, Inc., a Washington corporation (“VSI”), the security holders of VSI (the “VSI Security Holders”) who are listed on Exhibit 1.2 attached hereto and Secure Asset Reporting Services Inc., an Alaska corporation and a wholly owned subsidiary of VSI (“SARS”).

Mycom Group Inc /Nv/ – REVOLVING CREDIT AGREEMENT (April 5th, 2007)

Exhibit 99.1 REVOLVING CREDIT AGREEMENT BY AND BETWEEN MYCOM GROUP, INC. as Borrower AND MATHIS FAMILY PARTNERS, LTD., LAZZERI FAMILY TRUST, LA MIRAGE TRUST and BLEU RIDGE CONSULTANTS, INC. PROFIT SHARING PLAN as Lender Dated as of April 2, 2007 TABLE OF CONTENTS ARTICLE 1 - CERTAIN DEFINITIONS...............................................1 Section 1.1 Certain Definitions..................................1 Section 1.2 Construction.........................................2 ARTICLE 2 - LOANS, NOTES AND PREPAYMENTS......................................3 Section 2.1 Loans...........

Mycom Group Inc /Nv/ – REVOLVING CREDIT AGREEMENT (April 5th, 2007)

Exhibit 99.2 EXHIBIT B TO REVOLVING CREDIT AGREEMENT FORM OF REVOLVING LOAN NOTE REVOLVING LOAN NOTE LENDER: BORROWER: Mathis Family Partners, Ltd. Mycom Group, Inc. Lazzeri Family Trust 2560 W. Main Street, Suite 200 La Mirage Trust Littleton, Colorado 80120 Bleu Ridge Consultants, Inc. Profit Sharing Plan INTEREST RATE: 7% 2560 W. Main Street, Suite 200 Littleton, Colorado 80120 PRINCIPAL AMOUNT: $250,000 DATE OF NOTE: April 2, 2007 1. Promise to Pay. Mycom Group, Inc., a Nevada corporation ("Borrower"), promises to pay to Mathis Family Partners, Ltd., Lazzeri Family

Mycom Group Inc /Nv/ – MYCOM GROUP, INC. STOCK PLAN (February 20th, 2001)

1 EXHIBIT 10.3 MYCOM GROUP, INC. STOCK PLAN SECTION 1. INTRODUCTION 1.1 Establishment. Effective as provided in Section 17, Mycom Group, Inc., a Nevada corporation (the "Company"), hereby establishes this plan of stock-based compensation incentives for selected Eligible Participants of the Company and its affiliated corporations. This Plan shall be known as the Mycom Group, Inc. Stock Plan (the "Plan"). 1.2 Purpose. The purpose of this Plan is to promote the best interest of the Company, and its stockholders by providing a means of non-cash remuneration to selected Eligible Participants who contribute most to the operating progress and earning power of the Company. SECTION 2. DEFINITIONS The following definitions shall be applicable to the terms used in this Plan: 2.1 "Affiliated Corporation" means any corporation that is either a parent c

Bad Toys Inc – STOCK PURCHASE AGREEMENT (September 8th, 2000)

1 Exhibit 10 STOCK PURCHASE AGREEMENT NO. 000-BDTY-TSP02 This Stock Purchase Agreement (the "Agreement"), dated this 14th day of August, 2000, is entered into between BAD TOYS, INC., a Nevada corporation, and MYCOM GROUP, INC., an Ohio corporation, with a principal address of 602 Main Street, Suite 1200, Cincinnati, Ohio 45202 (the "Seller"), represented by Patricia Massey, Executive Vice President, and TRICORP FINANCIAL, INC., a Delaware corporation (the "Buyer") represented by Charles J. Kerns, Sr. and Alvin Hayes, with a principal address at 222 Lakeview Avenue, Suite 1330, West Palm Beach, Florida 33401. BAD TOYS, INC. and MYCOM GROUP, INC. represent to Buyer that they are in the process of closing a merger between them, that the surviving corporation will be BAD TOYS, INC. but that it will be renamed MYCOM GROUP, INC. This Agreement supplants in

Bad Toys Inc – CLOSING AGREEMENT (September 8th, 2000)

1 Exhibit 2 CLOSING AGREEMENT This Closing Agreement (the "Agreement") is made and entered into this 23rd day of August, 2000 by and among Bad Toys, Inc. ("Bad Toys"), a Nevada corporation, Mycom Group, Inc., formerly known as Myca Group, Inc. and Mycom.com, Inc. ("Mycom Group"), an Ohio corporation, and Larry N. Lunan and Susan Lunan (the "Lunans"). W I T N E S S E T H: WHEREAS, on March 31, 2000, Bad Toys and Mycom Group entered into a Plan and Agreement of Merger (the "Merger Agreement"); and WHEREAS, the transactions contemplated by the Merger Agreement are being consummated at a closing (the "Closing") being held on the date hereof (the "Closing Date"); and WHEREAS, in connection with the Closing certain matters have been determined or agreed upon, and the parties desire to set such matters forth in writi

Bad Toys Inc – ARTICLES OF INCORPORATION (September 8th, 2000)

1 Exhibit 3 ARTICLES OF INCORPORATION OF MYCOM GROUP, INC. FIRST: The name of the corporation is Mycom Group, Inc. SECOND: Its registered office in the State of Nevada is located at 510 South Eighth Street, Las Vegas, Nevada 89101. The name of its resident agent at that address is Dean Kajioka, Esq. THIRD: The total number of shares the corporation is authorized to issue is 100 million, of which 90 million shares shall be Common Stock, par value $0.01, and 10 million shares shall be Preferred Stock, par value $0.01. The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restriction thereof as shall be expressed in the resolution or resolutions providing for t

Bad Toys Inc – 1. Lessor does hereby lease and demise unto Lessee the following (February 24th, 1999)

THIS LEASE, made and entered into this the 5th day of August, 1997, by and between GARY C. ANDES and wife, ANDREA W. ANDES, hereafter referred to as Lessor, and BAD TOYS, INC., hereafter referred to as Lessee: WITNESSETH: THAT FOR AND IN CONSIDERATION of the mutual covenants contained herein, the Parties agree as follows: 1. Lessor does hereby lease and demise unto Lessee the following property in the Twelfth (12th) Civil District of Sullivan County, Tennessee, and being more particularly described as follows: BEING 2046 W. stone Drive, Kingsport, Sullivan County, Tennessee. 2. Lessor demises the above premises for a term of five (5) years, commencing August 1, 1997, and terminating on July 31, 2002, at 12 o'clock noon, or sooner as provided here, payable in equal monthly installments in advance on the first day of each month in the amount of $900.00 each, with the fi

Bad Toys Inc – PROMISSORY NOTE (February 24th, 1999)

PROMISSORY NOTE $1,015.00 January 5, 1999 Loan #5027 FOR VALUE RECEIVED, the undersigned, BAD TOYS, INC. ("Borrower"), a Nevada corporation having a notice address of 2344 Woodridge Avenue, Kingsport, TN 37664, promises to pay to the order of BARRICK PROPERTIES, INC., or assigns ("Lender"), without grace at the office of the Lender at 4336 East Beck Lane, Phoenix, Arizona 85032, or at such other place as the Lender may designate to Borrower in writing from time to time, the principal sum of ONE THOUSAND FIFTEEN DOLLARS AND NO CENTS $1,015.00 together with interest outstanding and unpaid, at the rate of nine and seventy-five hundredths (9.75%)per annum. Such indebtedness shall be payable in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private; such principal and interest to be paid in t

Bad Toys Inc – 1999 STOCK OPTION PLAN (February 24th, 1999)

BAD TOYS, INC. 1999 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1999 Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under this Plan may be incentive stock options (as defined under Section 422 of the Code) or nonqualified stock options, as determined by the Option Committee at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. 2. Definitions. As used herein, the following definitions shall apply: 2.1 "Option Committee" means the Board or any of its committees, as applicable, that is admini