Speedemissions Inc Sample Contracts

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EXHIBIT F
Securities Purchase Agreement • February 3rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 7th, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • New York

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of 30th day of June, 2005 by and among Speedemissions, Inc., a corporation organized and existing under the laws of the State of Florida (“Speedemissions” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.

FORM OF COMMERCIAL SECURITY AGREEMENT COMMERCIAL SECURITY AGREEMENT
Security Agreement • December 19th, 2011 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

THIS COMMERCIAL SECURITY AGREEMENT dated December 15, 2011, is made and executed between SPEEDEMISSIONS, INC. (FLORIDA) (“Grantor”) and REGIONS BANK (“Lender”).

COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • January 10th, 2011 • Speedemissions Inc • Services-automotive repair, services & parking

THIS COMMERCIAL SECURITY AGREEMENT dated December 20, 2010, is made and executed between SPEEDEMISSIONS, INC. (FLORIDA) (“Grantor”) and REGIONS BANK (“Lender”).

CREDIT AGREEMENT DATED EFFECTIVE AS OF JUNE 8, 2012 BY AND AMONG SPEEDEMISSIONS, INC. AND SPEEDY OPERATIONS, INC., COLLECTIVELY AS BORROWER, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDER
Credit Agreement • June 14th, 2012 • Speedemissions Inc • Services-automotive repair, services & parking • Florida

This CREDIT AGREEMENT (this “Agreement”), dated as of June 8, 2012 (the “Effective Date”), is executed by and among SPEEDEMISSIONS, INC., a Florida corporation (sometimes hereinafter referred to as the “Issuing Borrower”) and SPEEDY OPERATIONS, INC., a Georgia corporation (each of the foregoing hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).

LOCK-UP AGREEMENT December 10, 2001
Lock-Up Agreement • December 11th, 2001 • SKTF Enterprises Inc • Apparel & other finishd prods of fabrics & similar matl • California

The undersigned understands that SKTF Enterprises, Inc., a Florida corporation (the "Company") has undertaken the filing of a registration statement, on Form SB-2 (the "Registration Statement"), with the Securities and Exchange Commission (the "SEC").

REGISTRATION RIGHTS AGREEMENT October 14, 2005
Registration Rights Agreement • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

This will confirm that in consideration of your agreement on the date hereof to exchange the 12.5% Secured Promissory Note in the Principal amount of $1,285,000 dated August 7, 2004 (the “Note”) for 1,409 shares of Series A Convertible Preferred Stock, $.001 par value per share, (the “Preferred Stock”) of Speedemission, Inc., a Florida corporation (the “Company”), pursuant to the Exchange Agreement of even date herewith (the “Exchange Agreement”) between the Company and you and as an inducement to you to consummate the transactions contemplated by the Exchange Agreement, the Company covenants and agrees with each of you as follows:

SPEEDEMISSIONS, INC.
Incentive Stock Option Agreement • December 8th, 2005 • Speedemissions Inc • Services-automotive repair, services & parking

Speedemissions, Inc. (the “Company”), hereby grants an Option to purchase shares of its common stock (“Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2005 Omnibus Stock Grant and Option Plan (the “Plan”).

EXCHANGE AGREEMENT dated as of October 14, 2005 by and between SPEEDEMISSIONS, INC. as the Issuer, and GCA Strategic Investment Fund Limited
Exchange Agreement • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

AGREEMENT, dated as of October 14, 2005, among Speedemissions, Inc., a Florida corporation (the “Company”), and GCA Strategic Investment Fund Limited (the “Purchaser”).

AMENDMENT NUMBER 1 TO WARRANT
Warrant • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • New York

THIS IS AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by and between Barron Partners LP (“Barron”) and Speedemissions, Inc., a Florida corporation (the “Company”), and dated effective as of October 14, 2005 in order to amend that certain Common Stock Purchase Warrant “B” to purchase 19,659,346 shares of the Company’s Common Stock dated June 30, 2005 (the “Warrant”) and by which Barron and the Company, in consideration of the mutual promises contained in the Warrant and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as follows:

PREFERRED STOCK PURCHASE AGREEMENT BETWEEN SPEEDEMISSIONS, INC. AND BARRON PARTNERS LP DATED June 30, 2005
Stock Purchase Agreement • July 7th, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • New York

This PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 30th day of June, 2005 between Speedemissions, Inc., a corporation organized and existing under the laws of the State of Florida (the “Company”) and BARRON PARTNERS LP, a Delaware limited partnership (the “Investor”).

BENCHMARK CONSULTING INC.
Speedemissions Inc • May 17th, 2004 • Services-automotive repair, services & parking • New York

This is an agreement between Speedemissions, Inc., a Florida corporation (“Speedemissions”) and Benchmark Consulting Inc (“Benchmark”). Speedemissions’ stock is traded on the Over the Counter Bulletin Board Market under the symbol “SPEM”. It is hereby intended and agreed by and between the parties hereto that Benchmark will use its best efforts, acting as a consultant and utilizing its experience, knowledge, and contacts, to improve and enhance the financial structure of Speedemissions so as to increase its overall value.

Contract
Asset Purchase Agreement • March 27th, 2017 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the "Agreement") is, dated as of MU2.0 , 2017, by and between Auto Recycling of Montgomery, Inc, an Alabama corporation (the "Seller"), and SPEEDY OPERATIONS, INC, a Georgia corporation (the "Purchaser"). BACKGROUND INFORMATION Seller owns and previously operated a retail Auto Salvage Yard business listed on Exhibit A attached hereto and made a part hereof (the "Yard") conducted under the auspices of the City of Montgomery, the County of Montgomery and all applicable State of Alabama governing authorities (the "Business"). This Agreement sets forth the terms and conditions upon which Purchaser is acquiring from Seller, and Seller is selling and delivering to the Purchaser, those assets used by Seller in the operation of the Business, and Purchaser is assuming certain liabilities of Seller with respect to the operation of the Business. OPERATIVE PROVISIONS 1. SALE AND TRANSFER OF ASSETS; CLOSING. 1.1. Assets. Upon the terms and sub

Contract
Speedemissions Inc • March 30th, 2016 • Services-automotive repair, services & parking

Samson Partners Ph. (347) 442-7999 (718) 304-1163 Contract ID# 348612 Sales Partner: Steve Markowitz, Jr. Samson Partners REVENUE BASED FACTORING (RBF/ACH) AGREEMENT Agreement dated Janumy 1.2. 2015 between Samson Partners ("FUNDER") and the merchant listed below ("the Merchant"}. (Month) (Day) (Year) MERCHANT INFORMATION Merchant's Legal Name: SpeedEmissions Inc. I SpeedEmissions Car Care LLC I SpeedEmissions Acquisition Company. LLC D/B/A: Speedemissions (ACH) CLF) State oflncorporation I Organization: GA Type of entity: ( X) Corporation ( ) Limited Liability Company ( ) Limited Partnership ( ) Limited Liability Partnership ( ) Sole Proprietor Physical Address: 1015 Tvrone Road Suite 220 Mailing Address: Date business stmtcd (mm/yy): 01/01 City: Tyrone City: Federal ID# 33-0961488 PUHCHASE ANI> SALE OF FUTUU.E RECEIVABLES State: GA State: Zip: 30290 Zip: Merchant hereby sdls, assigns and transfers to Fumier, as the lead purchaser for itself and co-investors [making Fundcr on behalf o

REGISTRATION RIGHTS AGREEMENT January 21, 2004
Registration Rights Agreement • January 29th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

This will confirm that in consideration of your agreement on the date hereof to purchase up to 2,500 shares of Series A Convertible Preferred Stock, $.001 par value per share, (the APreferred Stock" ) of Speedemission, Inc., a Georgia corporation (the ACompany" ), pursuant to the Subsciption and Securities Purchase Agreement of even date herewith (the APurchase Agreement" ) between the Company and you and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of you as follows:

SALE AGREEMENT
Sale Agreement • December 11th, 2014 • Speedemissions Inc • Services-automotive repair, services & parking • Utah

This Sale Agreement (the "Agreement") is made and entered into this 5th day of December 2014 (the "Effective Date"), by and between SpeedEmissions, Inc., a Florida corporation with an address at 1015 Tyrone Rd., Tyrone, Georgia 30290 (hereinafter referred to as "Seller") and DEKRA Automotive North America, Inc., a Delaware corporation with an address at 3901 Roswell Road, Suite 120, Marietta, Georgia 30062 (hereinafter referred to as "Purchaser").

Contract
Security Agreement and Guaranty, Cap1'1'aljzed  terms Not Defined in Tills Security Agreement and Guaranty • March 30th, 2016 • Speedemissions Inc • Services-automotive repair, services & parking

Samson Partners Ph. (347) 442-7999 (718) 304-1163 Contract ID# 405812 Sales Partner: Steve Marlmwitz, Jr. Samson Partners REVENUE BASED FACTORING (RBF/ACH) AGREEMENT Agreement dated March 06 2015 be'hveen Samson Partners ("FUNDER") and the merchant listed below ("the Merchant"). (Month) (Day) (Year) MERCHANT INFORMATION Merchant's Legal Name: SpeedEmissions Inc. I SpeedEmissions Car Care. LLC I Soeec!Emissions Acquisition Company. LLC D/B/A: Speedemissions CACHl CLFl State of illcorporation I Organization; GA Type of entily: (X) Corporation ( ) Limited Liability Company ( ) Limited Partnership ( ) Limited Liabilily Partnership ( ) Sole Proprietor Physical Address: 1015 Tyrone Road Suite 220 Mailing Address: Date business started (mm/yy): 01/01 City: Tvrone Cily: Federal ID# 33-0961488 PlTRCHASE AND SALE OF FUTURE RECEJVABLES State: GA State: Zip: 30290 Zip: Merchant hereby sells, assigns and transfers to Funder, as the lead purchaser for itself and co-investors [making Funder on behalf

SPEEDEMISSIONS, INC. Notice of Exercise and Common Stock Purchase Agreement
Stock Purchase Agreement • December 8th, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

WHEREAS, the Company and Purchaser are parties to that certain ___ Incentive ___ Nonstatutory Stock Option Agreement dated as of ___________, ____ (the “Option Agreement”) pursuant to which the Purchaser has the right to purchase up to ______ shares of the Company’s common stock (the “Option Shares”); and

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THE RESEARCH WORKS, INC. Telephone: (732) 682-4950 Web: www.stocksontheweb.com
Letter Agreement • November 12th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • New Jersey

This letter agreement (the "Agreement") will confirm our understanding regarding the engagement of THE RESEARCH WORKS, INC. ("RW"), a New Jersey corporation, to provide equity research services to SPEEDEMISSIONS, INC. ("Client") a Florida corporation.

AMENDMENT NUMBER 1 TO WARRANT
Warrant • November 23rd, 2005 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

THIS IS AMENDMENT NUMBER 1 (“this Amendment”) that is being executed and delivered by and between GCA Strategic Investment Fund Limited, a Bermuda corporation (“GCA”) and Speedemissions, Inc., a Florida corporation (the “Company”), and dated effective as of October 14, 2005 in order to amend that certain Warrant to purchase 2,500,000 shares of the Company’s Common Stock dated January 21, 2004 (the “Warrant”) and by which GCA and the Company, in consideration of the mutual promises contained in the Warrant and in this Amendment and other good and valuable consideration (the sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby agree as follows:

Contract
Security Agreement • March 31st, 2017 • Speedemissions Inc • Services-automotive repair, services & parking • New York

Samson Partners Ph. (347) 442-7999 (718) 304-1163 Contract ID# 1122792 Sales Partner: Steve Markowitz, Jr. Samson Partners REVENUE BASED FACTORING (RBF/ACH) AGREEMENT Agreement dated May 26 2016 between Samson Partners. ("FUNDER") and the merchant listed below ("the Merchant"). (Month)(Day)(Year) MERCHANT INFORMATION Merchant's Legal Name: yoeedEmissions, Inc. / SpeedEmissions Car Care, LLC / SpeedEmissions Acquisition Company, LLC D/B/A: Speedemissions (ACH) (LF) 2 State of Incorporation / Organization: FL/GA Type of entity: ( ) Corporation ( ) Limited Liability Company ( ) Limited Partnership ( ) Limited Liability Partnership ( ) Sole Proprietor Physical Address: 1015 Tyrone Road Suite 220 City: Tyrone State: QA Zip: 30290 Mailing Address: City: State: Zip: Date business started (mm/yy): 01/01 Federal ID# 33-0961488 PURCHASE AND SALE OF FUTURE RECEIVABLES Merchant hereby sells, assigns and transfers to Funder, as the lead purchaser for itself and co-investors [making Funder on behalf

Contract
Merchant Agreement • March 31st, 2017 • Speedemissions Inc • Services-automotive repair, services & parking • New York

Samson Funding Ph. (347) 442-7999 (718) 304-1163 Contract ID# 1492462 Sales Partner: Steve Markowitz, Jr. Samson Funding REVENUE BASED FACTORING (RBF/ACH) AGREEMENT Agreement dated December 19 2016 between Samson Funding. ("FUNDER") and the merchant listed below ("the Merchant"). (Month)(Day)(Year) MERCHANT INFORMATION Merchant's Legal Name: SpeedEmissions _Inc.J SpeedEmissions Car Care. LLC I SpeedErnissions Acquisition Company. LLC D/B/A: Speedemissions State of Incorporation / Organization: CLA Type of entity: ( X ) Corporation ( ) Limited Liability Company ( ) Limited Partnership ( ) Limited Liability Partnership ( ) Sole Proprietor Physical Address: 1015 Tyrone Road Suite 710 City:yTrone State: GA Zip: 30290 Mailing Address: City: State: Zip: Date business started (rrun/yy): 01/01. Federal ID# 33-0961490 PURCHASE AND SALE OF FUTURE RECEIVABLES Merchant hereby sells, assigns and transfers to Funder, as the lead purchaser for itself and co-investors [making Funder on behalf of itsel

SPEEDEMISSIONS, INC. CALABRIA ADVISORS, LLC CONVERSION NOTICE AND AGREEMENT
Conversion Notice and Agreement • August 16th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking

This Conversion Notice and Agreement (the "Agreement") is entered into effective this 16th day of June, 2004 by and between Speedemissions, Inc., a Florida corporation ("Speedemissions" or the "Company") and Calabria Advisers, LLC, a Georgia limited liability company ("Calabria" or the "Holder").

Contract
Security Agreement • March 31st, 2017 • Speedemissions Inc • Services-automotive repair, services & parking

Samson Partners Ph. (347) 442-7999 (718) 304-1163 Contract 1D# 873572 Sales Partner: Steve Markowitz, Jr. Samson Partners REVENUE BASED FACTORING (RBF/ACH) AGREEMENT Agreement dated January 05 2016 between Samson Partners ("FUNDER") and the merchant listed below ("the Merchant"). (Month) (Day) (Year) MERCHANT INFORMATION Merchant's Legal Name: SpeedEmissions, Inc. / SpeedEmissions Car Care. LLC / SpeedEmissions Acquisition Company, LLC D/B/A: Speedemissions State of Incorporation / Organization: GA Type of entity: ( ) Corporation ( ) Limited Liability Company ( ) Limited Partnership ( ) Limited Liability Partnership ( ) Sole Proprietor Physical Address: 1015 Tyrone Road Suite 220 City: Tyrone State: GA Zip: 30290 Mailing Address: City: State: Zip: Date business started (mm/yy): (11/01 Federal 1Dli 33-0961489 PURCHASE AND SALE OF FUTURE RECEIVABLES Merchant hereby sells, assigns and transfers to Funder, as the lead purchaser for itself and co-investors [making Funder on behalf of itself

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 3rd, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

This ASSET PURCHASE AGREEMENT (the "Agreement@ ) is dated as of January ___, 2004, by and between Speedemissions, Inc. a Florida corporation doing business in Georgia and maintaining a place of business at 1139 Senioa Road, Suite B, Tyrone, Georgia 30290 (the "Purchaser"), and NRH ENTERPRISES, INC. d/b/a PROCAM EMISSIONS and d/b/a GEORGIA EMISSIONS and HOLBROOK TEXACO, INC., d/b/a GEORGIA EMISSIONS having offices at 1869 Cobb Parkway, Suite 950, Marietta, Georgia 30008, (collectively referred to as the "Seller" and/or "Seller Parties").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking

WHEREAS, Employer and Employee entered into an Employment Agreement dated as of September 15, 2003 between Speedemissions, Inc. ("Employer") and Richard A. Parlontieri ("Employee") (the "Employment Agreement") governing the terms and conditions of Employee's employment with Employer; and

CONSULTING AGREEMENT
Consulting Agreement • October 3rd, 2003 • Speedemissions Inc • Apparel & other finishd prods of fabrics & similar matl • Florida

This Consulting Agreement (this "Agreement"), is made and entered into as of this 13th day of June, 2003 by and between Speedemissions, Inc., a Georgia corporation ("SEM" or the "Company") and V2R, Inc., a Florida corporation ("V2R" or the "Consultant").

SPEEDEMISSIONS, INC.
Subscription Agreement • August 16th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

SUBSCRIPTION AGREEMENT made as of this ___ day of _____________, 2004 between Speedemissions, Inc., a corporation organized under the laws of the State of Florida with offices at 1139 Senoia Road, Suite B, Tyrone, Georgia 30290 (the "Company"), and the undersigned (the "Subscriber").

Speedemissions Inc. Restricted Stock Agreement
Restricted Stock Agreement • April 19th, 2011 • Speedemissions Inc • Services-automotive repair, services & parking • Georgia

WHEREAS, the Purchaser is a valuable employee or director of the Company and the Company’s Board of Directors desires to provide an incentive to the Purchaser to continue the Purchaser’s association with the Company and to provide an incentive to the Purchaser to promote the long-term growth of the Company; and

SPEEDEMISISONS, INC. EMPLOYMENT AGEEMENT
Employment Ageement • October 3rd, 2003 • Speedemissions Inc • Apparel & other finishd prods of fabrics & similar matl • Georgia

This EMPLOYMENT AGREEMENT (this "Agreement") is made by and between Speedemissions, Inc. a Florida corporation (the "Employer"), and Richard A. Parlontieri, an individual resident of Georgia (the "the Employee"), as of this 15 th day of September, 2003 ("Effective Date").

Contract
Securities Purchase Agreement • January 29th, 2004 • Speedemissions Inc • Services-automotive repair, services & parking • Delaware

THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.

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