EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN SCOTT VICARI AND HOSTING SITE NETWORK, INC. This Executive Employment Agreement ("Agreement") is made and effective this 30th day of April 2001 by and between Hosting Site Network, Inc., a Delaware...Executive Employment Agreement • January 11th, 2002 • Hosting Site Network Inc • Services-business services, nec • New York
1.1 THE LOAN. Subject to the terms of this Agreement, the Borrower shall borrow from the Lender and the Lender shall lend to the Borrower Two Hundred Thousand Dollars ($200,000) (the "Loan") pursuant to a promissory note in the form attached hereto as...Loan Agreement • January 14th, 2003 • Hosting Site Network Inc • Services-business services, nec • New York
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 7th, 2006 • Hosting Site Network Inc • Services-business services, nec
SITO MOBILE, LTD. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2016 • Sito Mobile, Ltd. • Services-business services, nec • New York
2,600,000 Shares SITO MOBILE, LTD. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2018 • Sito Mobile, Ltd. • Services-business services, nec • New York
SITO Mobile, Ltd., a Delaware corporation (the “Company”), propose, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 2,600,000 shares (the “Firm Shares”) of the Company's common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 390,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2017 • Sito Mobile, Ltd. • Services-business services, nec • Delaware
WHEREAS, it is essential that the Company be able to retain and attract as directors and officers the most capable persons available;
SECTION 382 TAX BENEFITS PRESERVATION PLAN by and between SITO MOBILE, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of April 3, 2017Benefits Preservation Plan • April 4th, 2017 • Sito Mobile, Ltd. • Services-business services, nec • Delaware
WHEREAS, the Company and certain of its Subsidiaries have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes, such Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 (as hereinafter defined), and the Treasury Regulations (as hereinafter defined) promulgated thereunder, and thereby preserve its ability to utilize such Tax Benefits, and, in furtherance of such objective, the Company desires to enter into this Agreement; and
ContractSingle Touch Systems Inc • January 2nd, 2013 • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE HEREUNDER MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2012 • Single Touch Systems Inc • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of _______ __, 201_ by and between Single Touch Systems Inc., a Delaware corporation (the “Company”), and ________ (the “Indemnitee”).
ESCROW AGREEMENTEscrow Agreement • July 31st, 2008 • Hosting Site Network Inc • Services-business services, nec • New York
This Escrow Agreement (this “Agreement”) is entered into as of July 24, 2008, by and among Single Touch Systems Inc., a Delaware corporation (the “Parent”), Randall Lanham (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2013 • Single Touch Systems Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of _______ __, 2012, by and between Single Touch Systems Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
Single Touch Systems, Inc. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 12th, 2010 • Single Touch Systems Inc • Services-business services, nec • California
This Common Stock Purchase Agreement (the “Agreement”) is made as of September 22, 2009, by and between Single Touch Systems, Inc., a Delaware corporation (the “Company”), and Mike Robert, an investor (the “Purchaser”).
Single Touch Systems Inc. The Newport Corporate Center Jersey City, NJ 07301Sito Mobile, Ltd. • December 2nd, 2014 • Services-business services, nec • Delaware
We are pleased to tell you that the Board of Directors (the “Board”) of Single Touch Systems Inc. (the “Company”) has elected you to serve as a member of the Board commencing from July 15, 2014.
Subscription AGREEMENTSubscription Agreement • October 9th, 2014 • Sito Mobile, Ltd. • Services-business services, nec • New York
This Subscription Agreement (this “Agreement”) is dated as of October 3, 2014, between SITO Mobile, Ltd., a Delaware corporation (the “Company”), and CF DB EZ LLC a Delaware limited liability company (“Purchaser”).
ContractSingle Touch Systems Inc • November 12th, 2010 • Services-business services, nec • Nevada
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION STATEMENT IN THE EFFECT WITH RESPECT TO THE SECURITIES OF DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
ASSET PURCHASE AGREEMENT By and between HIPCRICKET, INC. and SITO Mobile, Ltd. Dated as of January 20, 2015Asset Purchase Agreement • January 26th, 2015 • Sito Mobile, Ltd. • Services-business services, nec • New York
THIS ASSET PURCHASE AGREEMENT (as amended or modified, the “Agreement”) is made and entered into as of January 20, 2015 (the “Execution Date”), by and between SITO Mobile, Ltd., a Delaware corporation (“Buyer”), and Hipcricket, Inc., a Delaware corporation (“Seller” and, together with Buyer, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2017 • Sito Mobile, Ltd. • Services-business services, nec • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 24, 2017 (the “Effective Date”) by and between SITO MOBILE, LTD., a Delaware corporation (the “Company”) and MARK DEL PRIORE (the “Executive”). The Company and Executive are sometimes hereinafter referred to individually as a “party” and collectively as the “parties.”
ContractHosting Site Network Inc • July 31st, 2008 • Services-business services, nec • New York
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW. IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • April 4th, 2008 • Hosting Site Network Inc • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of March, 2008, by and among Single Touch Interactive, Inc., a Nevada corporation (the “Borrower”) and Hosting Site Network, Inc., a Delaware corporation (the “Lender”).
Single Touch Systems Inc. The Newport Corporate Center Jersey City, NJ 07301Single Touch Systems Inc • April 10th, 2013 • Services-business services, nec • Delaware
We are pleased to tell you that the Board of Directors (the “Board”) of Single Touch Systems Inc. (the “Company”) has elected you to serve as a member of the Board commencing from March 29, 2013.
OPTION AGREEMENTOption Agreement • August 19th, 2013 • Single Touch Systems Inc • Services-business services, nec • New York
This Option Agreement (this “Agreement”) is entered into this 7th day of December, 2012 (the “Effective Date”), by and between Anthony Macaluso, whose business address is 2235 Encinitas Boulevard, Suite 210, Encinitas, California 92024 (“Grantor”), and Peltz Capital Management, LLC, a Delaware limited liability company with a business address of 280 Park Ave, 41st Floor New York, NY 10017 (“Grantee”).
Separation Agreement and Mutual ReleaseSeparation Agreement and Mutual Release • January 23rd, 2020 • Sito Mobile, Ltd. • Services-business services, nec • New York
Separation Agreement and Mutual Release (this “Agreement”) dated January 22, 2020 (the “Effective Date”), by and among (i) SITO Mobile, Ltd., a Delaware corporation (the “Company”), and (ii) Thomas Pallack (“Executive”). The Company and Executive are sometimes referred to herein individually as a “Party” and together as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG HOSTING SITE NETWORK, INC., SINGLE TOUCH ACQUISITION CORP. AND SINGLE TOUCH INTERACTIVE, INC. March 20, 2008Agreement and Plan of Merger and Reorganization • March 21st, 2008 • Hosting Site Network Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 20, 2008, by and among Hosting Site Network, Inc., a Delaware corporation (the “Parent”), Single Touch Acquisition Corp., a Nevada corporation (the “Acquisition Subsidiary”) and Single Touch Interactive, Inc., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SERVICES AGREEMENTServices Agreement • July 31st, 2008 • Hosting Site Network Inc • Services-business services, nec • New York
This Services Agreement (“Agreement”) is made as of December 18, 2005 (the “Effective Date”) by and between MOTRICITY INC., a Delaware corporation, with offices at 2800 Meridian Parkway, Suite 150, Durham, NC 27713 (“MOTRICITY”), and SINGLE TOUCH INTERACTIVE INC., a Nevada corporation, with offices at 2235 Encinitas Blvd., Suite 210, Encinitas, CA 92024 (“STI”).
CONSULTING AGREEMENTConsulting Agreement • December 9th, 2013 • Single Touch Systems Inc • Services-business services, nec • New York
This Consulting Agreement (the "Agreement"), effective as of the 10th day of October 2013 (the “Effective Date”), is made between Single Touch Systems Inc. ("Company") having offices at 100 Town Square Place, Suite 204, Jersey City, NJ 07310, and Peter D. Holden, an individual residing at 85 Mallard Drive, Greenwich, CT 06830 (the "Consultant")(collectively, the “Parties”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • May 18th, 2012 • Single Touch Systems Inc • Services-business services, nec • California
This Settlement Agreement and Mutual General Release (“Settlement Agreement and Mutual General Release”) is made and given by and between, SINGLE TOUCH SYSTEMS INC., a Delaware corporation(“SITO”), SINGLE TOUCH INTERACTIVE, INC., a Nevada corporation, doing business in California (“STI”), and SOAPBOX MOBILE, INC., a Delaware Corporation with, by and including all Common Shareholders collectively and individually (“SOAPBOX”). Collectively known as (the “Parties”)
JOINT LICENSING AGREEMENTJoint Licensing Agreement • August 12th, 2014 • Single Touch Systems Inc • Services-business services, nec • California
This Joint Licensing Agreement (“Agreement”) is entered into as of April 21, 2014 (the “Effective Date”), between “VideoStar” (as defined below) and “Television Technology” (as defined below).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • November 12th, 2010 • Single Touch Systems Inc • Services-business services, nec • California
This Settlement Agreement and Mutual General Release (“Settlement Agreement and Mutual General Release”) is made and given by and between FORT ASHFORD FUNDS, LLC, a California limited liability company (“Fort Ashford”), SINGLE TOUCH SYSTEMS INC., a Delaware corporation (“SITO”), SINGLE TOUCH INTERACTIVE, INC., a Nevada corporation, doing business in California (“STI”), ANTHONY G. MACALUSO (“Macaluso”), an individual and FRANK KAVANAUGH (“Kavanaugh”), an individual. Collectively known as (the “Parties”)
ContractHosting Site Network Inc • July 31st, 2008 • Services-business services, nec • Nevada
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION STATEMENT IN THE EFFECT WITH RESPECT TO THE SECURITIES OF DELIVERY TO THE COMPANY OF AN OPINION OF COUSEL IN FORM AND SUBSTANCE SATISFACTORY THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
Amended and Restated Service Agreement Between SITO MOBILE SOLUTIONS, INC. (f/k/a Single Touch Interactive, Inc.) and AT&T Services, Inc. Proprietary and Confidential This Amendment and information contained therein is not for use or disclosure...Proprietary and Confidential • February 9th, 2016 • Sito Mobile, Ltd. • Services-business services, nec
SECOND ADDENDUM TO BRIDGE LOAN AGREEMENT DATED MARCH 31, 2008 BETWEEN SINGLE TOUCH SYSTEMS INC. (FKA HOSTING SITE NETWORK, INC.) AND SINGLE TOUCH INTERACTIVE, INC.Bridge Loan Agreement • July 14th, 2008 • Hosting Site Network Inc • Services-business services, nec
This Addendum is made and entered into as of the 27th day of June 2008. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them as in the Bridge Loan Agreement.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • April 4th, 2008 • Hosting Site Network Inc • Services-business services, nec • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this 31st day of March, 2008, by and among Single Touch Interactive, Inc., a Nevada corporation (“Borrower”), and Hosting Site Network, Inc., a Delaware corporation (“Lender”).
Fort Ashford Funds, LLC Schedule to Loan and Security Agreement Borrowers: Single Touch Systems, Inc. Single Touch Interactive, Inc. Address: 2235 Encinitas Blvd. Suite 210 Encinitas, California 92024 Date: December [5], 2008Single Touch Systems Inc • December 29th, 2008 • Services-business services, nec
This Schedule forms an integral part of the Loan and Security Agreement between Fort Ashford Funds, LLC and the above-borrower of even date.
ADDENDUM TO BRIDGE LOAN AGREEMENT DATED MARCH 31, 2008 BETWEEN SINGLE TOUCH SYSTEMS INC. (FKA HOSTING SITE NETWORK, INC.) AND SINGLE TOUCH INTERACTIVE, INC.Bridge Loan Agreement • June 3rd, 2008 • Hosting Site Network Inc • Services-business services, nec
This Addendum is made and entered into as of the 29th day of May 2008. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them as in the Bridge Loan Agreement.
September 26, 2011Restricted Stock Issuance Agreement • February 13th, 2012 • Single Touch Systems Inc • Services-business services, nec • New Jersey
On behalf of Single Touch Systems Inc. (the “Company”), I am pleased to confirm this agreement under which you are to be employed full time as the Chief Financial Officer of the Company. We look forward to your future success in this position.
