BACKGROUND:Agreement and Plan of Merger • April 5th, 2005 • Universal Capital Management, Inc. • Florida
COMMON STOCK PURCHASE WARRANTMajor League Football Inc • March 15th, 2017 • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SBI INVESTMENTS LLC, 2014-1 or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 9, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Major League Football, Inc., a Delaware corporation (the “Company”), up to 500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BACKGROUNDAgreement and Plan of Merger • January 25th, 2005 • Universal Capital Management, Inc. • Florida
COMMON STOCK PURCHASE WARRANT MAJOR LEAGUE FOOTBALL, INC.Major League Football Inc • September 7th, 2022 • Services-amusement & recreation services • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the common stock purchase agreement dated August 31, 2022, in the amount of $2,500,000 by the Company (as defined below) to the Investor (as defined below)) (the “Agreement”), JANBELLA GROUP LLC (the “Investor” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from MAJOR LEAGUE FOOTBALL, INC., a Delaware corporation (the “Company”), up to $2,500,000 dollars of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.
EMPLOYEE AGREEMENTEmployee Agreement • July 18th, 2014 • Universal Capital Management, Inc. • Services-management consulting services • Delaware
THIS EMPLOYEE AGREEMENT made as of July 14, 2014, by and between Universal Capital Management, Inc., a Delaware corporation (the “Company”), whose principal executive office is located at 2601 Annand Drive, Suite 16, Wilmington, DE 19808; and Michael Queen (“Employee”).
BACKGROUND:Share Contribution Agreement • February 3rd, 2006 • Universal Capital Management, Inc.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 7th, 2022 • Major League Football Inc • Services-amusement & recreation services • New York
This Common Stock Purchase Agreement (the “Agreement”), dated as of September 1, 2022 (the “Execution Date”), is entered into between Major League Football, Inc., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2016 • Major League Football Inc • Services-management consulting services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 9th day of March, 2016 (the “Effective Date”), by and between MAJOR LEAGUE FOOTBALL, INC., a Delaware corporation (the “Company”), and SBI INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability company (the “Investor”).
STOCK OPTION AGREEMENTStock Option Agreement • May 19th, 2006 • Universal Capital Management, Inc. • Delaware
THIS STOCK OPTION AGREEMENT is made this 18th day of May, 2006 by and between UNIVERSAL CAPITAL MANAGEMENT, INC., a Delaware corporation (the "Company") and David M. Bovi, an individual (the "Optionee").
BROADCAST RIGHTS AGREEMENTBroadcast Rights Agreement • January 12th, 2016 • Major League Football Inc • Services-management consulting services • New York
THIS BROADCAST RIGHTS AGREEMENT (“Agreement”) is entered into this 7th day of January, 2016 but effective as of January 1, 2016 (“Effective Date”), by and between Major League Football, Inc., a Delaware corporation located at 6230 University Parkway, Suite 301, Lakewood Ranch, Florida 34240 (“MLFB”), and Sinclair Networks Group, LLC, doing business as the American Sports Network, a Maryland limited liability company located at 10706 Beaver Dam Road, Hunt Valley, MD 21030 (“ASN”).
MEMORANDUM OF UNDERSTANDINGUniversal Capital Management, Inc. • August 28th, 2012 • Services-management consulting services
AGREEMENTAgreement • July 29th, 2013 • Universal Capital Management, Inc. • Services-management consulting services
This Agreement (the “Agreement”) is entered into between Universal Capital Management, Inc., a Delaware corporation (“Universal”), and New Bastion Development, Inc., a Florida corporation (“New Bastion”). Universal and New Bastion are referred to collectively in this Agreement as the “Parties”.
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • September 14th, 2016 • Major League Football Inc • Services-amusement & recreation services • New York
THIS MUTUAL TERMINATION AGREEMENT (“Agreement”) is made and entered into this 12th day of September 2016 by and between Major League Football, Inc. (“MLFB”) and Sinclair Networks Group, LLC d/b/a the American Sports Network (“ASN”).
FORBEARANCE AGREEMENTForbearance Agreement • March 15th, 2017 • Major League Football Inc • Services-amusement & recreation services
THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2017 (the “Effective Date”), by and between SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability corporation (the “Noteholder”), and Major League Football, Inc., a Nevada corporation (the “Company”).
FORBEARANCE AGREEMENTForbearance Agreement • March 13th, 2020 • Major League Football Inc • Services-amusement & recreation services
THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of February 18, 2020 (the “Effective Date”), by and between SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability corporation (the “Noteholder”), and Major League Football, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2015 • Major League Football Inc • Services-management consulting services • Delaware
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of October 20, 2015, by and between Major League Football, Inc., a Delaware corporation (the “Company”), and Clairemont Private Investment Group, LLC, a Texas Limited Liability Company (the “Investor”).
STOCK TRANSFER AGREEMENTStock Transfer Agreement • November 22nd, 2006 • Universal Capital Management, Inc. • Delaware
THIS AGREEMENT made and entered into this 25th day of October 2006, by and between Universal Capital Management, Inc., a Delaware corporation (the “Company”); and David M. Bovi (“Bovi”).
SHARE CONTRIBUTION AGREEMENTShare Contribution Agreement • September 30th, 2005 • Universal Capital Management, Inc.
THIS SHARE CONTRIBUTION AGREEMENT is made this 29th day of September, 2005 by and among Universal Capital Management, Inc. (the “Company”), David M. Bovi (“Bovi”), and William R. Colucci (“Colucci”).
AGREEMENTAgreement • December 21st, 2009 • Universal Capital Management, Inc.
This AGREEMENT made as of this 31st day of October 31, 2009, by and between William T. Wilkinson, individually and doing business as Innovation Industries, hereinafter, (“II/Wilkinson”), with an address of The Wharf, 2501 Sea Port Drive, Chester, Pa. 19013, and Universal Capital Management, Inc. with an address of 2601 Annand Drive, Suite 16, Wilmington, DE 19808 hereinafter, (“Manager”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2015 • Major League Football Inc • Services-management consulting services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of September 8, 2015, by and between Major League Football, Inc., a Delaware corporation (the “Company”), and Clairemont Private Investment Group, LLC, a Texas Limited Liability Company (the “Investor”).
SUBSCRIPTION AGREEMENT Major League Football, Inc. NOTICE TO INVESTORSSubscription Agreement • January 24th, 2022 • Major League Football Inc • Services-amusement & recreation services • Delaware
The securities of Major League Football, Inc., a Delaware corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.
INSIDER PLEDGE AGREEMENTInsider Pledge Agreement • March 15th, 2016 • Major League Football Inc • Services-management consulting services • New York
THIS INSIDER PLEDGE AGREEMENT (the “Agreement”) dated March 9, 2016 (the “Effective Date”), is made by and between Michael D. Queen, an individual (the “Pledgor”), and SBI Investments LLC 2014-1, a statutory series of Delaware limited liability company (the “Pledgee”).
ASSET PURCHASE AGREEMENT Between Major League Football, LLC and Universal Capital Management, Inc. dated as of July 14, 2014Asset Purchase Agreement • July 18th, 2014 • Universal Capital Management, Inc. • Services-management consulting services • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2018 • Major League Football Inc • Services-amusement & recreation services • Delaware
THIS SECURITlES PURCHASE AGREEMENT (‘Agi”eement”) is made as of June [ 20 ], 2017, by and between Major League Football, Inc., a Delaware corporation (the “Company”), and Compass Creek Capital, Inc., a California corporation (the “Investor”).
LEASE AGREEMENT BETWEEN HPI SAN ANTONIO INDUSTRIAL, LLC as LANDLORD, MAJOR LEAGUE FOOTBALL, INC. as Tenant, Covering approximately 9,000 square feet of the Building known as RITTIMAN WEST INDUSTRIAL PARK, BULIDING 7 Suite 5718 located at 5700-5730...Lease Agreement • March 13th, 2020 • Major League Football Inc • Services-amusement & recreation services • Texas
This Lease Agreement (this "Lease") is entered into by HPI SAN ANTONIO INDUSTRIAL, LLC, a Texas limited liability company ("Landlord") and Major League Football, Inc., a Delaware corporation ("Tenant").
SECURITY AGREEMENTSecurity Agreement • June 30th, 2006 • Universal Capital Management, Inc. • Delaware
THIS SECURITY AGREEMENT is made as of the 15th day of June 2006 at 2601 Annand Dr., Suite #16, Wilmington, Delaware 19808, by and between David M. Bovi, and individual (“Maker”) and Universal Capital Management, Inc. (“Payee”). Concurrently with the execution of this security agreement (“Agreement”), Maker is executing and delivering to Payee a promissory note (the “Note”) of even date hereof, in the principal amount of $800,000.
