This Warrant is being issued by the Company together with an 11% Senior Secured Convertible Promissory Note in the amount of $1,250,000 (the "NOTE") ---- pursuant to the terms and conditions set forth in the Securities Purchase Agreement dated the...Xa, Inc. • November 1st, 2006 • Services-management services • New York
Company FiledNovember 1st, 2006 Industry Jurisdiction
Exhibit 10.20 THE EXPERIENTIAL AGENCY, INC. CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of August 1, 2006 (this "Agreement"), by and between XA, INC., a corporation organized and existing under the laws of the State of Nevada (the "Company"),...Consulting Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledAugust 15th, 2006 Company Industry Jurisdiction
XA, INC.Securities Purchase Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
XA, INC.Warrant Agreement • December 12th, 2006 • Xa, Inc. • Services-management services • Texas
Contract Type FiledDecember 12th, 2006 Company Industry Jurisdiction
Exhibit 10.11 SECURITY AGREEMENT ------------------Security Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
XA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledAugust 15th, 2006 Company Industry Jurisdiction
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
Exhibit 10.18 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledAugust 15th, 2006 Company Industry Jurisdiction
Exhibit 10.13 CONSULTING AGREEMENT This CONSULTING AGREEMENT ("AGREEMENT") made this 18th day of October 2006 by and between MASTODON VENTURES, INC., a Texas corporation with offices at 600 Congress Avenue, Suite 1220, Austin, Texas 78701 ("MASTODON")...Consulting Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
XA, INC.Securities Purchase Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
WAIVER AGREEMENT ----------------Waiver Agreement • March 11th, 2005 • Xa, Inc. • Services-management services • New York
Contract Type FiledMarch 11th, 2005 Company Industry Jurisdiction
XA, INC.Incentive Stock Option Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledAugust 15th, 2006 Company Industry Jurisdiction
THIS ASSET ACQUISITION AGREEMENT (this "Agreement") is made effective as of --------- the 1st day of January, 2005 (the "Effective Date"), by and among Musters & -------------- Company, Inc., a New York corporation (being herein referred to as...Asset Acquisition Agreement • March 11th, 2005 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledMarch 11th, 2005 Company Industry Jurisdiction
Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the "Agreement") dated November 2, 2006, is by and between, XA, Inc., a Nevada corporation (the "Company") and David M. Loev, Attorney at Law, an individual (the "Creditor"). W I T...Debt Conversion Agreement • December 12th, 2006 • Xa, Inc. • Services-management services • Texas
Contract Type FiledDecember 12th, 2006 Company Industry Jurisdiction
XA, INC.Incentive Stock Option Agreement • August 15th, 2006 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledAugust 15th, 2006 Company Industry Jurisdiction
AGREEMENT This Agreement dated January , 2005 to be effective as of January 1, 2005 -- ("Agreement") is by and between David M. Loev, Attorney at Law, ("Attorney") an individual and XA, Inc., a Nevada corporation ("XA").Agreement • February 24th, 2005 • Xa, Inc. • Services-management services • Texas
Contract Type FiledFebruary 24th, 2005 Company Industry Jurisdiction
This certifies that for value, VISION OPPORTUNITY MASTER FUND, LTD., or registered assigns (the "HOLDER"), is entitled, subject to the terms set forth ------ below, at any time from and after October 23, 2006 (the "ORIGINAL ISSUANCE -----------------...Warrant Signature • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
ContractXa, Inc. • January 25th, 2008 • Services-management services • New York
Company FiledJanuary 25th, 2008 Industry JurisdictionTHIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Exhibit 10.1 This Agreement dated December 27, 2005 ("Agreement") is by and between David M. Loev, Attorney at Law, ("Attorney") an individual and XA, Inc., a Nevada corporation ("XA"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, XA desires for...Agreement • February 6th, 2006 • Xa, Inc. • Services-management services • Texas
Contract Type FiledFebruary 6th, 2006 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York
Contract Type FiledJanuary 25th, 2008 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2007, by and among XA, Inc., a Nevada corporation (the “Company”), the Holder of the Notes and Warrants issued by the Company pursuant to a Securities Purchase Agreement, dated as of the date hereof, by and among the Investor and the Company (the “SPA”), and Mastodon Ventures, Inc., and its permitted assigns (“Mastodon”).
SECURITY AGREEMENTSecurity Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York
Contract Type FiledJanuary 25th, 2008 Company Industry JurisdictionTHIS SECURITY AGREEMENT (the “Security Agreement”) is dated as of the 21st day of December 2007 by and among XA, Inc., a Nevada Corporation (“XA”), The Experiential Agency, Inc., XA Scenes, Inc., XA Interactive, Inc., and Fiori XA, Inc. (collectively the with XA, the “Debtor”) and Sands Brothers Venture Capital III LLC (the “Secured Party”).
XA, INC. SECURITIES PURCHASE AGREEMENT As of December 21, 2007Securities Purchase Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York
Contract Type FiledJanuary 25th, 2008 Company Industry JurisdictionTHIS SECURITIES PURCHASE AGREEMENT, dated as of this 21st day of December 2007 (this “Agreement”), between XA, INC., a Nevada corporation (the “Company”), and Sands Brothers Venture Capital III LLC (the “Purchaser”).
This Waiver of Rights Agreement (the "AGREEMENT") is made and entered into --------- as of October ___, 2006 (the "EFFECTIVE DATE"), by and between XA, INC., a -------------- Nevada corporation ("XA") and ALPHA CAPITAL AKTIENGESELLSCHAFT, STONESTREET...Waiver of Rights Agreement • November 1st, 2006 • Xa, Inc. • Services-management services • New York
Contract Type FiledNovember 1st, 2006 Company Industry Jurisdiction
ContractWarrant Signature Page • July 12th, 2007 • Xa, Inc. • Services-management services • New York
Contract Type FiledJuly 12th, 2007 Company Industry JurisdictionTHIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT 15(ii) -------------- LIMITED PARTNERSHIP UNIT DISTRIBUTION POLICY Units ("Units") offered for each Synreal Services limited partnership are to be sold only in the provinces of British Columbia and Alberta. Units will be sold on a best effort...Synreal Services Corp • August 21st, 2001 • Services-management services
Company FiledAugust 21st, 2001 Industry
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2008 • Xa, Inc. • Services-management services • New York
Contract Type FiledMay 20th, 2008 Company Industry JurisdictionThis First Amendment to The Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2008, to be effective as of December 21, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital IV LLC, and Katie & Adam Bridge Partners, L.P. (each a “Purchaser” and collectively the “Purchasers”), each individually a “Party” and collectively the “Parties.”
FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTESXa, Inc. • July 12th, 2007 • Services-management services • New York
Company FiledJuly 12th, 2007 Industry JurisdictionThis First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of June 29, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Vision Opportunity Master Fund, Ltd. (the “Purchaser”), each individually a “Party” and collectively the “Parties.”
Exhibit 15(i) ------------- LIMITED PARTNERSHIP AGREEMENT XYZ [insert name] Limited Partnership THIS LIMITED PARTNERSHIP AGREEMENT is dated the xxth day of xxxx, 2001. BETWEEN: SYNREAL VENTURE XYZ MANAGEMENT CORPORATION, a company incorporated under...Synreal Services Corp • August 21st, 2001 • Services-management services • British Columbia
Company FiledAugust 21st, 2001 Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • Xa, Inc. • Services-management services • New York
Contract Type FiledJanuary 25th, 2008 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21 2007, by and among XA, Inc., a Nevada corporation (the “Company”), the Holder of the Notes and Warrants issued by the Company pursuant to a Securities Purchase Agreement, dated as of the date hereof, by and among the Investor and the Company (the “SPA”).
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • March 4th, 2008 • Xa, Inc. • Services-management services • New York
Contract Type FiledMarch 4th, 2008 Company Industry JurisdictionThis Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered into in this 29th day of February 2008, by and between Sands Brothers Venture Capital III, LLC ("LENDER"), and XA, Inc., a Nevada Corporation, with a business address of 875 North Michigan Avenue, Suite 2626, Chicago, Illinois, 60611 (the "BORROWER") and The Experiential Agency, Inc., an Illinois corporation, with a business address of 875 North Michigan Avenue, Suite 2626, Chicago, Illinois, 60611 (the “SUBSIDIARY”) each a “PARTY” and collectively the “PARTIES.”
AGREEMENT REGARDING THE CANCELLATION OF THE SERIES A PREFERRED STOCK OF XA, INC.Agreement Regarding • March 26th, 2007 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledMarch 26th, 2007 Company Industry JurisdictionThis Agreement Regarding the Cancellation of the Series A Preferred Stock of XA, Inc. (the “Agreement”) is made and entered into this 24th day of January 2007, by and between XA, Inc., a Nevada corporation (“XA”) and Joseph Wagner, an individual and the President and Chief Executive Officer of XA and Jean Wilson, an individual and the Chief Operating Officer of XA (collectively the “Preferred Stock Holders”), each individually a “Party” and collectively the “Parties.”
FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTESSecured Promissory Notes • July 12th, 2007 • Xa, Inc. • Services-management services • New York
Contract Type FiledJuly 12th, 2007 Company Industry JurisdictionThis First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of June ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, and Katie & Adam Bridge Partners, L.P. (each a “Purchaser” and collectively the “Purchasers”), each individually a “Party” and collectively the “Parties.”
Exhibit 10.2 AMENDED CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated May 12, 2005, with an effective date of April 1, 2005 (the "Effective Date"), is made by and between Loev Corporate Filings, Inc., a Nevada...Amended Consulting Services Agreement • September 12th, 2005 • Xa, Inc. • Services-management services • Texas
Contract Type FiledSeptember 12th, 2005 Company Industry Jurisdiction
FOLLOW ON FUNDING WAIVER OF RIGHTS AGREEMENTWaiver of Rights Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Nevada
Contract Type FiledJuly 12th, 2007 Company Industry JurisdictionThis Waiver of Rights Agreement (the “Agreement”) is made and entered into as of ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, Katie & Adam Bridge Partners, L.P., G. Chris Andersen, Paul M. Higbee and Vision Opportunity Master Fund, Ltd. (each a “Purchaser” and collectively the “Purchasers”), and Mastodon Ventures, Inc., Gusrae Kaplan Bruno & Nusbaum, PLLC and David M. Loev (the “Interested Parties” and collectively with the Purchasers, the “Warrant Holders”) each individually a “Party” and collectively the “Parties.”
XA, INC. FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Illinois
Contract Type FiledJuly 12th, 2007 Company Industry JurisdictionThis FIRST AMENDMENT TO CONSULTING AGREEMENT, dated as of March 8, 2007, with an effective date of August 1, 2006 (this “Agreement”), is by and between XA, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and JOSEPH WAGNER (the “Consultant”) (collectively sometimes referred to as the “Parties” and individually sometimes referred to as “Each Party”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the “Effective Date” set forth in Section 14 below.