ProLink Holdings Corp. Sample Contracts

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CONTESSA CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 12th, 2000 • Contessa Corp /De • Retail-eating places • New Jersey
EXHIBIT 10.1
Preferred Stock Purchase Agreement • August 6th, 2002 • Fullcomm Technologies Inc • Retail-eating places • New York
WITNESSETH:
Management Agreement • October 4th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF CONTESSA
Acquisition Agreement • October 30th, 1998 • Contessa Corp /De
BACKGROUND
Subscription Agreement • March 21st, 2005 • Amalgamated Technologies Inc • Retail-eating places • New York
Exhibit 2.3
Stock Purchase Agreement • May 13th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 17th, 2006 • ProLink Holdings Corp. • Retail-eating places • New York

This Securities Purchase Agreement is entered into and dated as of October 10, 2006 (this “Agreement”), by and among ProLink Holdings Corp., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

EXHIBIT 10.1 LEASE
Lease • October 30th, 1998 • Contessa Corp /De • Florida
AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF MERGER
Merger Agreement and Plan • May 21st, 2001 • Fullcomm Technologies Inc • Retail-eating places • New Jersey
Exhibit 2.4
Stock Purchase Agreement • May 13th, 2004 • Amalgamated Technologies Inc • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 29th, 2007 • ProLink Holdings Corp. • Retail-eating places • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 23, 2007, by and among ProLink Holdings Corp., a Delaware corporation with headquarters located at 410 South Benson Ln., Chandler, Arizona 85224 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).

Contract
ProLink Holdings Corp. • April 15th, 2008 • Services-prepackaged software • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT
Exclusive Licensing and Distribution Agreement • June 6th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • Arizona

THIS AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into on May 8, 2006 (the “Effective Date”), by and between ProLink Solutions, LLC, a Delaware limited liability company (“Supplier”), and Elumina Iberica, S.A., a company formed and existing under the laws of Spain (“Distributor”).

SECOND AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT
Exclusive Licensing and Distribution Agreement • April 13th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • Arizona

THIS SECOND AMENDED AND RESTATED EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of April 9, 2007 (the “Effective Date”), by and between ProLink Solutions, LLC, a Delaware limited liability company (“Supplier”), and Elumina Iberica, S.A., a company formed and existing under the laws of Spain (“Distributor”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 27th, 2006 • ProLink Holdings Corp. • Retail-eating places • Arizona

THIS AGREEMENT is entered into on October 23, 2006, between Comerica Bank (“Bank”) as secured party, whose office is One North Central, Suite 1000, 10th Floor, Phoenix, Arizona, 85004 and the undersigned (individually and/or collectively as the context requires, “Borrower”), whose chief executive office is located at 410 S. Benson Lane, Chandler, Arizona 85224. The parties agree as follows:

AMENDED AND RESTATED SECURITY AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto PROLINK HOLDINGS CORP. and EACH ELIGIBLE SUBSIDIARY NAMED HEREIN Dated: March 31, 2008
Security Agreement • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York

This AMENDED AND RESTATED SECURITY AGREEMENT is made as of March 31, 2008 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”) by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”), PROLINK HOLDINGS CORP., a Delaware corporation (the “Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).

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Robeco WPG Event-Driven Multi-Strategy Overseas, L.P. c/o Robeco Investment Management, Inc. 909 Third Avenue New York, NY 10022 July 5, 2007
Letter Agreement • August 20th, 2007 • ProLink Holdings Corp. • Services-prepackaged software • New York

This letter agreement (the “Agreement”), when executed by PROLINK SOLUTIONS LLC, a Delaware limited liability company (“Borrower”), and ROBECO WPG EVENT-DRIVEN MULTI-STRATEGY OVERSEAS, L.P., a Cayman Islands limited partnership (“Lender”), will constitute a binding agreement enforceable by and against the parties hereto.

Contract
ProLink Holdings Corp. • April 15th, 2008 • Services-prepackaged software • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
ProLink Holdings Corp. • January 29th, 2007 • Retail-eating places

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Contract
Other Companies • May 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2007 • ProLink Holdings Corp. • Retail-eating places • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2007, by and among ProLink Holdings Corp., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT
Exclusive Licensing and Distribution Agreement • August 14th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • Arizona

THIS EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into on May 12, 2008 (the “Effective Date”), by and between ProLink Solutions, LLC, a Delaware limited liability company (“Supplier”), and SPORT BUSINESS GROUP, a company formed and existing under the laws of France (“Distributor”).

ASSIGNMENT OF LEASE
Assignment of Lease • December 12th, 2008 • ProLink Holdings Corp. • Services-prepackaged software

This Assignment of Lease (this “Assignment”) is made and entered into effective on May 16, 2008 (the “Effective Date”), by and between ProLink Solutions, LLC, d/b/a ProLink Capital (the “Assignor,” or “ProLink”) and FOC Financial Limited Partnership (the “Assignee”).

MEMBERSHIP INTEREST PLEDGE AGREEMENT
Membership Interest Pledge Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software • New York

THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of August 17, 2007 is made by PROLINK HOLDINGS CORP., a Delaware corporation (“Pledgor”), in favor of CALLIOPE CAPITAL CORPORATION, a Delaware corporation (“Calliope”).

Contract
ProLink Holdings Corp. • April 17th, 2006 • Retail-eating places • Delaware

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (i) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (ii) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS.

Contract
ProLink Holdings Corp. • April 15th, 2008 • Services-prepackaged software

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROLINK HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • April 15th, 2008 • ProLink Holdings Corp. • Services-prepackaged software

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of August 17, 2007, is made by PROLINK SOLUTIONS, LLC, a Delaware limited liability company (“ProLink Solutions”), and PROLINK HOLDINGS CORP., a Delaware corporation (“ProLink Holdings” together with ProLink Solutions, each a “Grantor” and collectively, the “Grantors”), in favor of CALLIOPE CAPITAL CORPORATION (“Calliope”).

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