Grand Prix Sports Inc Sample Contracts

Superclick Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SUPERCLICK, INC. (January 18th, 2012)

This corporation is organized for the purposes of transacting any and all lawful business for which a corporation may be incorporated under Title 23B of the Revised Code of Washington, as amended (the “Washington Business Corporation Act”).

Superclick Inc – BYLAWS OF SUPERCLICK, INC. (January 18th, 2012)
Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Sandro Natale (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Paul Gulyas (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), George Vesnaver (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Sandro Natale (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Paul Gulyas (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Jean Perrotti (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Ronald Fon (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), George Vesnaver (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG AT&T CORP., SC ACQUISITION CO. AND SUPERCLICK, INC. (September 26th, 2011)
Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Jean Perrotti (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – VOTING AGREEMENT (September 26th, 2011)

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Ronald Fon (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

Superclick Inc – Superclick Announces Definitive Agreement to be Acquired by AT&T Subsidiary (September 26th, 2011)

September 26, 2011 (MONTREAL) — Superclick, Inc. (OTCBB:SPCK), a technology leader in IP infrastructure management and converged network design solutions, today announced that it has entered into a definitive agreement under which a subsidiary of AT&T will acquire Superclick, Inc. in a cash transaction currently valued at approximately $ 15 million. The agreement has been approved to proceed to shareholder vote by the Board of Directors of Superclick.

Superclick Inc – SOFTWARE LICENSE AND SERVICES AGREEMENT (May 1st, 2009)

This Master Software License and Services Agreement (the "AGREEMENT") is executed as of the 19th day of January, 2006 (the "EFFECTIVE DATE") by and between Superclick, Inc., a Washington Corporation with its principal place of business at 10222 St-Michel, Suite 300, Montreal, Quebec H1H 5H1 ("Superclick") and Hospitality Services Plus SA (formerly Swisscom Eurospot SA), a Swiss corporation, with its principal offices located at Chemin de l’Etang 65, CH-1214 Vernier, Switzerland ("Swisscom"). Superclick and Swisscom are sometimes referred to herein as the “Parties”.

Superclick Inc – SOFTWARE LICENSE AND SERVICES AGREEMENT (February 16th, 2007)

Superclick, Inc., a Washington Corporation with its principal place of business at 10222 St-Michel, Suite 300, Montreal, Quebec H1H 5H1 ("Superclick") and Hospitality Services Plus SA (formerly Swisscom Eurospot SA), a Swiss corporation, with its principal offices located at Chemin de l’Etang 65, CH-1214 Vernier, Switzerland ("Swisscom"). Superclick and Swisscom are sometimes referred to herein as the “Parties”.

Superclick Inc – Superclick grants Master License Agreement to Hospitality Services Plus Ltd. (February 16th, 2007)

SAN DIEGO, February 15, 2007 (PRIMEZONE) -- Superclick, Inc. (OTC BB:SPCK.OB - News), a technology leader in IP infrastructure solutions to the hospitality industry, announced today that it has finalized a Master License Agreement (the “Agreement”) with Hospitality Services Plus Ltd, member of the Swisscom group (“Swisscom”).

Superclick Inc – Chicago Venture Capital (September 21st, 2006)

In August 2005, the Company completed a private placement of convertible debentures generating net proceeds of $2.035M (Gross-$2.25M) and issued 965,997 warrants.

Superclick Inc – Resignation Letter (November 14th, 2005)

Exhibit 99.1 Resignation Letter November 11, 2005 To the Board of Directors of Superclick, Inc, Effective immediately, I hereby resign from the interim position of Chief Financial Officer and Principal Accounting Officer of Superclick, Inc. My resignation from this position is not due to any disagreement with the Company's operations, policies or practices. Rather, it is due to the Board's acceptance and appointment of Mr. Jean Perrotti to fill this position on a full-time basis. Respectfully, /s/ Todd M. Pitcher ------------------------ Todd M. Pitcher Chairman

Superclick Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT (September 7th, 2005)

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AUGUST 31, 2005 BY AND AMONG SUPERCLICK, INC. AND CHIRAG PATEL, ANIL PATEL, VIMAL PATEL, BELLA INVESTMENTS, LLC AND NITIN SHAH ARTICLE I.........................................................................................................1 DEFINITIONS.......................................................................................................1 ARTICLE II........................................................................................................8 SALE AND TRANSFER OF MEMBERSHIP INTERESTS; CLOSING................................................................8 2.1 INTERESTS...................................................

Superclick Inc – SECURITIES PURCHASE AGREEMENT (August 8th, 2005)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of August 1, 2005 (this "Agreement"), is entered into by and between SUPERCLICK, INC., a Washington corporation with headquarters located at 4275 Executive Square, Suite 215, La Jolla, CA 92037 (the "Company"), and each individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as a "Buyer") (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer (each, an "Other Buyer") under such agreement and the Transaction Agreements, as defined below, referred to therein). W I T N E S S E T H: WHEREAS, the Company and the B

Superclick Inc – UNSECURED CONVERTIBLE DEBENTURE (August 8th, 2005)

EXHIBIT 10.2 FORM OF DEBENTURE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. 06-01-001 US $1,312,500 --------- SUPERCLICK, INC. UNSECURED CONVERTIBLE DEBENTURE SERIES 06-01 DUE AUGUST 1, 2006 THIS DEBENTURE is one of a duly authorized issue of up to $1,687,500 in Debentures of SUPERCLICK, INC., a corporation organized and existing under the laws of the State of Washington (the "Company") designa

Superclick Inc – SENIOR SECURED CONVERTIBLE DEBENTURE (August 8th, 2005)

EXHIBIT 10.3 FORM OF DEBENTURE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. 05-01-001 US $437,500 -------- SUPERCLICK, INC. SENIOR SECURED CONVERTIBLE DEBENTURE SERIES 05-01 DUE AUGUST 1, 2006 THIS DEBENTURE is one of a duly authorized issue of up to $562,500 in Debentures of SUPERCLICK, INC., a corporation organized and existing under the laws of the State of Washington (the "Company") designate

Superclick Inc – COMMON STOCK PURCHASE WARRANT (August 8th, 2005)

EXHIBIT 10.4 FORM OF WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SUPERCLICK, INC. COMMON STOCK PURCHASE WARRANT 1. Issuance. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by SUPERCLICK, INC., a Washington corporation (the "Company"), CHICAGO VENTURE PARTNERS, L.P., an Illinois limited partnership, or registered assigns (the "Holder") is hereby granted the right to purchase at any time, on

Superclick Inc – COMMON STOCK PURCHASE WARRANT (August 8th, 2005)

EXHIBIT 10.5 FORM OF WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. SUPERCLICK, INC. COMMON STOCK PURCHASE WARRANT ("CATCH-UP WARRANT") 1. Issuance. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by SUPERCLICK, INC., a Washington corporation (the "Company"), CHICAGO VENTURE PARTNERS, L.P., an Illinois limited partnership, or registered assigns (the "Holder") is hereby granted t

Superclick Inc – REGISTRATION RIGHTS AGREEMENT (August 8th, 2005)

EXHIBIT 10.6 ANNEX IV TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 1, 2005 (this "Agreement"), is made by and between SUPERCLICK, INC., a Washington corporation with headquarters located at 4275 Executive Square, Suite 215, La Jolla, CA 92037 (the "Company"), and each entity named on a signature page hereto (each, an "Initial Investor") (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor ack

Superclick Inc – LETTER OF INTENT (July 20th, 2005)

Exhibit 2.1 LETTER OF INTENT July 15, 2005 Ladies and Gentlemen: This binding Letter of Intent ("LOI") sets forth the basic terms and conditions under which Superclick, Inc., a Washington state corporation ("BUYER") will enter into a definitive agreement (the "Definitive Agreement") with HotelNet, a Georgia Limited Liability Company ("SELLER") for the acquisition of the SELLER by the BUYER (the "Transaction"). It is anticipated that the consummation of the Transaction will occur on or about August 19, 2005, or on such other date to which the parties may agree ("Closing"). This binding LOI is subject to the terms and conditions outlined herein, including, but not limited to the satisfactory completion of due diligence by both parties and the preparation, execution and performance of the Definitive Agreement containing such terms, conditi

Superclick Inc – CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (May 7th, 2004)

EXHIBIT 99.2 CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM This Memorandum contains confidential and proprietary information. This Memorandum is provided for the exclusive and confidential use by the person or entity set forth above. This Memorandum may not be reproduced or recirculated for any purpose whatsoever. ================================================================================ SUPERCLICK, Incorporated a Washington corporation UP TO TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) UNITS OF COMMON STOCK WITH SERIES "A" WARRANTS OFFERING PRICE $0.45 PER UNIT SUPERCLICK, INC. (the "Company") is offering 2,500,000 Units at $0.45. Each Unit consists of one common share at $0.45 plus one Series "A" Warrant exercisable at $.60 for a

Superclick Inc – 2004 INCENTIVE STOCK OPTION PLAN (May 7th, 2004)

EXHIBIT 4.1 SUPERCLICK, INC. 2004 INCENTIVE STOCK OPTION PLAN ADOPTED APRIL 8, 2004 1.1 PURPOSE. This Plan is a plan for key Employees (including officers and employee directors) and Consultants of the Company and its Affiliates and is intended to advance the best interests of the Company, its Affiliates, and its stockholders by providing those persons who have substantial responsibility for the management and growth of the Company and its Affiliates with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in the employ of the Company or any of its Affiliates. 1.2 RULE 16B-3 PLAN. The Plan is intended to comply with all applicable conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated under the Securities Exchange Act o

Superclick Inc – 2004 INCENTIVE STOCK OPTION PLAN (April 29th, 2004)

EXHIBIT 4.1 SUPERCLICK, INC. 2004 INCENTIVE STOCK OPTION PLAN ADOPTED APRIL 8, 2004 1.1 PURPOSE. This Plan is a plan for key Employees (including officers and employee directors) and Consultants of the Company and its Affiliates and is intended to advance the best interests of the Company, its Affiliates, and its stockholders by providing those persons who have substantial responsibility for the management and growth of the Company and its Affiliates with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in the employ of the Company or any of its Affiliates. 1.2 RULE 16B-3 PLAN. The Plan is intended to comply with all applicable conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act")

Superclick Inc – Company News and Press Releases From Other Sources: (March 22nd, 2004)

Exhibit 99.1 Company News and Press Releases From Other Sources: Superclick Appoints New Chief Executive Officer and President LAGUNA HILLS, Calif., Mar 4, 2004 /PRNewswire-FirstCall via COMTEX/ -- Superclick, Inc. (OTC Bulletin Board: SPCK) today announced the appointment of John Glazik as its new Chief Executive Officer and President. Concurrently, interim CEO Ronald Fon and President, Co-Founder Robert Macfarlane will be stepping down from their positions but will continue to serve on the Company's board of directors. Superclick Chairman, Todd Pitcher commented that, "We are extremely pleased to add an individual of Mr. Glazik's caliber to the management team. This is just another step in the Company's focused strategy to expand its footprint in the marketplace and toward executing its business plan." Mr. Glazik brings substantial experience and expertise in the telecommunications and technology secto

Grand Prix Sports Inc – PROMISSORY NOTE (April 16th, 2002)

EXHIBIT 10.10 PROMISSORY NOTE $31,336.61 December 31, 2001 For value received, Grand Prix Sports, Inc. promises to pay to Harrysen Mittler, or order, the sum of $31,336.61 U.S. Dollars with interest from December 31, 2001 until paid, at the rate of ten percent (10%), per annum, payable upon demand. The principal sum of $$31,336.61 is comprised of $30,780.00 advanced by, or on behalf of, Harrysen Mittler for the benefit of Grand Prix Sports, Inc., and $556.61 in interest accrued and unpaid through December 31, 2001. Should interest not be so paid, it shall thereafter bear like interest as the principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted by law. Should default be made in the payment of any installment of interest when due, the whole sum of principal and interest shall become immediately

Grand Prix Sports Inc – AGREEMENT AND PLAN OF SHARE EXCHANGE (April 5th, 2001)

1 EXHIBIT 10.8 AGREEMENT AND PLAN OF SHARE EXCHANGE AGREEMENT (the "Agreement"), dated as of March 9, 2001, by and between each of the entities listed on the signature page hereof (each, a "Company Stockholder" and collectively, the "Company Stockholders"), and DDR Systems, Inc., a Washington corporation with an office at 3650 West 30th Avenue, Vancouver, B.C., V6S 1W8 Canada (the "Purchaser"). W I T N E S S E T H: WHEREAS, each Company Stockholder owns of record and beneficially the number of shares (the "Company Shares") of the common stock (the "Company Common Stock") of Nordic Racing Limited, a British corporation (the "Company"), set forth opposite each such Company Stockholder's name on the annexed Schedule 1; WHEREAS, the Purchaser, is a publicly-held company with a class of securities publicly quotable on the OTC Electronic

Grand Prix Sports Inc – TO THE ARTICLES OF INCORPORATION OF (April 5th, 2001)

1 EXHIBIT 3.3 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF DDR SYSTEMS, INC. The undersigned corporation adopts the following Certificate of Amendment to the Articles of Incorporation of said corporation: 1. The name of the corporation is DDR Systems, Inc. 2. The Articles of Incorporation of the corporation are hereby amended as follows: 2.1 Article I is amended to provide as follows: ARTICLE I. The name of the corporation is Grand Prix Sports, Inc. 3. The foregoing amendment was adopted by consent resolution of the directors of the corporation, and by consent resolution of the majority shareholder on March 9, 2001 pursuant to RCW 23B.10.070. Dated and effective March 9, 2001.

Grand Prix Sports Inc – AGREEMENT (April 5th, 2001)

1 EXHIBIT 10.7 AGREEMENT THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF MARCH 9, 2001 (the "Effective Date"). BETWEEN: REACH TECHNOLOGIES, INC Suite 103 - 1581H Hillside Ave Victoria, B.C. V8T 2C1 ("REACH") AND: DDR SYSTEMS, INC. 3650 West 30th Ave Vancouver, B.C. V6S 1W8 ("DDR") WHEREAS: A. REACH (a British Columbia Corporation) is in the business producing Digital Data Recorders; B. DDR (a Washington Corporation) is a corporation specifically created to market REACH'S Digital Data Recorders through a Licensing Agreement with REACH dated June 3, 1999; C. REACH and DDR wish to amend the Licensing Agreement dated June 3, 1999 and amended January 14, 2001 as it pertains to exclusivity (the "Transaction"); D. REACH and DDR agree that this Agreement will constitute a bindi