XXX Acquisition Corp. Sample Contracts

LICENSE AGREEMENT BETWEEN RUSSELL TWIFORD AND TEXXON, INC.
License Agreement • August 29th, 2002 • Texxon Inc • Miscellaneous metal ores • Oklahoma
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AND
Settlement Agreement • May 9th, 2007 • Continan Communications, Inc. • Miscellaneous metal ores
ARTICLE I BASIC STRUCTURE
Joint Venture Agreement • July 16th, 2002 • Texxon Inc • Miscellaneous metal ores
LICENSE AGREEMENT BETWEEN RUSSELL TWIFORD AND TEXXON, INC.
License Agreement • February 28th, 2002 • Texxon Inc • Oklahoma
DEAN GUISE - TEXXON, INC. AGREEMENT
Agreement • February 28th, 2002 • Texxon Inc • Oklahoma
ADDENDUM NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2007 • Continan Communications, Inc. • Miscellaneous metal ores

THIS ADDENDUM to the Employment Agreement (the "Agreement") entered into on January 1, 2004, by and between TelePlus Inc. (the "Company") and Claude Buchert the "Employee" ("Consultant") shall modify the terms and conditions of the Agreement as follows:

AND
Funding Agreement • May 9th, 2007 • Continan Communications, Inc. • Miscellaneous metal ores • Texas
MICK BJELOPAVLIC - TEXXON, INC. AGREEMENT
Agreement • November 1st, 2002 • Texxon Inc • Miscellaneous metal ores • Oklahoma
AND
Asset Purchase Agreement • April 4th, 2008 • Continan Communications, Inc. • Miscellaneous metal ores • California
DEAN GUISE - TEXXON, INC. AGREEMENT
Agreement • August 29th, 2002 • Texxon Inc • Miscellaneous metal ores • Oklahoma
AND
Settlement Agreement • May 9th, 2007 • Continan Communications, Inc. • Miscellaneous metal ores
WITNESSETH
Employment Agreement • November 1st, 2002 • Texxon Inc • Miscellaneous metal ores • Oklahoma
Registration Rights Agreement
Registration Rights Agreement • September 18th, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Texas

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 12, 2012, by and among NightCulture, Inc., a Nevada corporation (the “Company”), and the investors listed on the signature page hereto (individually, an “Investor” and collectively, the “Investors”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 30th, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Nevada

This Assignment and Assumption Agreement (this “Assignment Agreement”) is executed as of February 27, 2012 (the “Closing Date”) by and among Night Culture, Inc., a Texas corporation (“Assignor”), NightCulture, Inc., a Nevada corporation (formerly known as XXX Acquisition Corp.) (“Assignee”), Calm Seas Capital, LLC, a Nevada limited liability company (the “Investor”) and the other independent, participating investors named on the signature pages hereto (collectively, the “Other Investors”).

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DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • May 29th, 2015 • NightCulture, Inc. • Services-amusement & recreation services • Texas

DEBT CONVERSION AGREEMENT, dated as of May 27, 2015 (the “Agreement”), between NIGHTCULTURE, INC., a corporation organized and existing under the laws of the State of Nevada (“Company”), MICHAEL LONG, an individual (“Long”), and SURAIN ADYANTHAYA, an individual (“Adyanthaya” and, together with Long, the “Creditors”);

Securities Purchase Agreement
Securities Purchase Agreement • September 18th, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Texas

This Securities Purchase Agreement (this “Agreement”) is made as of September 12, 2012 by and among NightCulture, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 18th, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Texas

THIS ASSET PURCHASE AGREEMENT is entered into as of the 13th day of September, 2012, by and between NIGHTCULTURE, INC., a Nevada corporation, or its assigns (“NightCulture” or “Buyer”), and JEREMY WORD, an individual (“Word”), and BROOKE HUMPHRIES, an individual (“Humphries” and, together with Word, the “Sellers”).

Employment Agreement
Employment Agreement • September 18th, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of September 13, 2012 (the “Effective Date”), by and between NIGHTCULTURE, INC., a Nevada corporation (“Company”), and JEREMY WORD (“Employee”) (each a “Party” and, collectively, the “Parties”). Unless otherwise indicated, capitalized terms are defined in Article VII.

AGREEMENT FOR CORPORATE RESTRUCTURING
Agreement • November 21st, 2007 • Continan Communications, Inc. • Miscellaneous metal ores

THIS AGREEMENT, made this 29th day of October, 2007 by and among CALM SEAS CAPITAL LLC, a Nevada limited liability company with its principal office located at 2425 West Loop South, Suite 200, Houston, Texas 77027 (hereinafter “Calm Seas”) and the undersigned shareholders of CONTINAN, INC., a Nevada corporation with its principal office located at 4640 Admiralty Way, Suite 500, Marina del Rey, California 90292 (hereinafter collectively “Shareholders” and individually by their names), VOCALENVISION, INC., a California corporation with its principal office located at 4640 Admiralty Way, Suite 500, Marina del Rey, California 90292 (hereinafter “Vocalenvision”) and CONTINAN, INC., a Nevada corporation with its principal office located at 4640 Admiralty Way, Suite 500, Marina del Rey, California 90292 (hereinafter “CONTINAN”),

Advisory Board Consulting Agreement
Advisory Board Consulting Agreement • September 18th, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Texas

THIS ADVISORY BOARD CONSULTING AGREEMENT (this “Agreement”) is made effective as of September 13, 2012 (the “Effective Date”), by and between BROOKE HUMPHRIES (“Consultant”), and NIGHTCULTURE, INC., a Nevada corporation (“Company”).

CONTRIBUTION AGREEMENT
Contribution Agreement • May 21st, 2012 • NightCulture, Inc. • Services-amusement & recreation services • Texas

CONTRIBUTION AGREEMENT, dated as of May 21, 2012, by and between Michael Long ("Long"), Surain Adyanthaya ("Adyanthaya"), Stereo Live, LLC, a Texas limited liability company ("Stereo Live"), and NightCulture, Inc., a Nevada corporation ("NightCulture").

AND
Trust Agreement • April 4th, 2008 • Continan Communications, Inc. • Miscellaneous metal ores
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 4th, 2011 • XXX Acquisition Corp. • Miscellaneous metal ores • Nevada

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2011, is by and among XXX Acquisition Corp., a Nevada corporation (the “Parent”), Night Culture, Inc., a Texas corporation (the “Company”), and the Stockholders of the Company that are signatories hereto (the “Stockholders”).

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