SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2013 • Epazz Inc • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 18, 2013, by and between EPAZZ, INC., an Illinois corporation, with headquarters located at 309 West Washington Street - Suite 1225, Chicago, IL 60606 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 13th, 2011 • Epazz Inc • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between , an corporation, with headquarters located at , (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
Shareholder, Craig Passley, has elected to exchange 60,000,000 shares of Common A (Book Entry March 20, 2013) for 60,000,000 of shares Preferred C. This is an one for one exchange based on the Stock Exchange agreement dated March 22, 2014 between...Stock Exchange Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois
This Stock Exchange Agreement (this "Agreement") dated as of and effective as of March 22, 2014, is by and between, Epazz, Inc., an Illinois corporation (the "Company"), and the Class A Common Stock shareholder of the Company whose name is set forth on the signature page hereof under the heading "Exchanging Party" (the "Exchanging Party"), each sometimes referred to herein as a "Party" and collectively the "Parties."
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 18th, 2012 • Epazz Inc • Services-prepackaged software • Illinois
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between Epazz, Inc., an Illinois corporation (the “Company"), and Shaun Passley (“Executive”) (collectively sometimes referred to as the “Parties” and individually sometimes referred to as a “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 below.
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEEpazz Inc • December 18th, 2012 • Services-prepackaged software • New York
This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of November 19, 2012, by EPAZZ, INC., an Illinois corporation (the “Maker”); and ASHER ENTERPRISES, INC., a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated June 27, 2012 (the "Note").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 13th, 2015 • Epazz Inc • Services-prepackaged software • Arizona
THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of December 29, 2014, by and among Epazz, Inc., an Illinois corporation, through its assignee (Interaction Information Technology, Inc., an Illinois corporation) ("Buyer"), Interaction Information Technology, Inc., an Arizona corporation ("Seller"), and John Hopkins (“Hopkins”). Buyer, Seller and Hopkins shall collectively be referred to herein as the “parties.”
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • December 18th, 2012 • Epazz Inc • Services-prepackaged software • Illinois
This Debt Conversion Agreement (this “Agreement”) dated October 1, 2012, is by and between, Epazz, Inc., an Illinois corporation (the "Company") and Fay Passley an individual (the “Creditor”), each a “Party” and collectively the “Parties.”
ASSET PURCHASE AGREEMENTSecurity Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan
THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of May 9, 2014, by and among Jadian, Inc., an Illinois corporation ("Buyer") and Jadian Enterprises, Inc., a Michigan corporation ("Seller").
SECURITY AGREEMENTSecurity Agreement • June 24th, 2008 • Epazz Inc • Services-prepackaged software
SECURITY INTEREST. Debtor grants to Secured Party a security interest in all inventory, equipment, appliances, furnishings and fixtures, stock certificates and intellectual property now or hereafter owned by the companies known as Desk Flex, Inc and Professional Resource Management, Inc., located at 50 N. Brockway Suite 3-5, Palatine, IL 60067 (Premises) or used in connection therewith and in which Debtor now has or hereafter acquires any right as well as the proceeds therefrom. As additional collateral, Debtor assigns to Secured Party, a security interest in all of its right, title, and interest to any trademarks, trade names, contract rights, and leasehold interests in which Debtor now has or hereafter acquires. The Security Interest shall secure the payment and performance of Debtor's promissory note of even date herewith in the principal amount of two hundred thousand dollars ($200,000) and the payment and performance of all other liabilities and obligations of Debtor to Secured Pa
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 19th, 2013 • Epazz Inc • Services-prepackaged software • Illinois
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2013, is entered into by and between Epazz, Inc., an Illinois corporation (the “Company”), and St George Investments LLC, an Illinois limited liability company (the “Buyer”).
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEEpazz Inc • June 3rd, 2013 • Services-prepackaged software • New York
This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of April 12, 2013, by Epazz, Inc., an Illinois corporation (the “Maker”); and TONAQUINT, INC., a Utah corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated September 10, 2012 between those parties (the "Note").
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan
This Consulting Services Agreement is made as of May 9, 2014, by and between Epazz, Inc., an Illinois corporation (the "Company"), and Kim Griggs (the "Consultant").
ContractConsulting Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois
for a non compete period of three (3) years, executed by Seller and Beerup (the "Consulting Agreement & Agreement Not to Compete"). The Consulting Agreement & Agreement Not to Compete are attached hereto as collective Exhibit B and incorporated herein.
NON-DISCLOSURE/NON-COMPETE AGREEMENTNon-Compete Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois
THIS NON-DISCLOSURE/NON-COMPETE AGREEMENT (this “Agreement”) is made this 28th day of February, 2014 by and between TROY HOLDINGS INTERNATIONAL, INC., an Ontario Canada corporation (the “Seller”), EPAZZ, INC., an Illinois corporation (the “Purchaser”), TELECORP PRODUCTS, INC., a Michigan corporation (the “Company”), Troy Inc. (“Shareholder”), ANA MISRA, an individual (“Misra”) and SCOTT MacCANNELL, an individual (“MacCannell”) (Misra and MacCannell are also hereinafter referred to as “Key Personnel”).
AMENDMENT TO THE $300,000 PROMISSORY NOTE DATED JUNE 12, 2013Epazz Inc • November 19th, 2013 • Services-prepackaged software
The parties agree that the $300,000 Promissory Note (the “Promissory Note”) by and between Epazz, Inc. (the “Borrower”) and JMJ Financial (the “Lender”) is hereby amended and supplemented as follows:
AGREEMENT NOT TO COMPETEAgreement • November 21st, 2011 • Epazz Inc • Services-prepackaged software • Florida
THIS AGREEMENT NOT TO COMPETE is entered into by and between K9 BYTES, INC., a Florida corporation and JOSHUA CANDAMO, individually, ("Seller") and K9 BYTES, INC., an Illinois corporation ("Buyer") as of the 26 day of October, 2011,
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois
THIS STOCK PURCHASE AGREEMENT (this "Agreement'') is made as of the ____day of February, 2014 (effective date) by and among TROY HOLDINGS INTERNATIONAL, INC., an Ontario Canada corporation (the “Seller"), and TELECORP PRODUCTS. INC., a Michigan corporation. (herein referred to as the "Company"), and Troy Inc. (“Shareholder") (as to Sections 8.01 and 8.02 only), and EPAZZ. INC., an Illinois corporation or its nominee (herein referred to as “Purchaser "). each sometimes referred to herein as a ”Party“ and collectively the “Parties."
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement and Stipulation • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Florida
THIS SETTLEMENT AGREEMENT and STIPULATION dated as of February __, 2014 by and between Epazz, Inc. (“Epazz” or the “Company”), a corporation formed under the laws of the State of Illinois, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • May 19th, 2009 • Epazz Inc • Services-prepackaged software • Illinois
This Debt Conversion Agreement (the "Agreement") dated May 14, 2009, is by and between, Epazz, Inc., an Illinois corporation (the "Company") and Vivienne Passley, an individual (the "Creditor").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 19th, 2013 • Epazz Inc • Services-prepackaged software • Maryland
THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made this 5th day of April 2013, by SMALL BUSINESS FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company ("Lender") and BORROWER (as identified in the Business Loan Key Terms Supplement ("Borrower").
BILL OF SALEEpazz Inc • October 2nd, 2014 • Services-prepackaged software
Seller, Cynergy Corporation, an Oklahoma corporation, of 5770 NW Expwy, Oklahoma City, Oklahoma 73132, in consideration of TEN & 001100 DOLLARS, and other good and valuable consideration, receipt whereof is hereby acknowledged, does hereby sell, assign, transfer and set over to the Buyer, Epazz, Inc., of 205 West Wacker Drive, Suite 1320, Chicago, Illinois 60606, all property and other assets of Cynergy Corporation pursuant to that certain Asset Purchase Agreement dated March 13, 2014 between Buyer and Seller, and without limiting the foregoing, all items listed on the attached Schedules 1.1.1, 1.1.2, 1.1.3, 1.1.4, 1.1.6, 1.1.8, and 1.1.9.
ASSET PURCHASE & SALE CONTRACT AND RECEIPTCertain Asset Purchase and Sale Contract • November 21st, 2011 • Epazz Inc • Services-prepackaged software • Florida
FORBEARANCE AGREEMENTForbearance Agreement • November 24th, 2014 • Epazz Inc • Services-prepackaged software • Illinois
This Forbearance Agreement (this “Agreement”) is entered into as of November 6, 2014 by and between St. George Investments LLC, a Utah limited liability company (formerly known as St George Investments LLC, an Illinois limited liability company) (“Buyer”), and Epazz, Inc., an Illinois corporation (the “Company”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).
Stock Purchase AgreementStock purchase agreement • June 24th, 2008 • Epazz Inc • Services-prepackaged software • Illinois
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 18th day of June 2008, by and among Arthur A. Goes, an individual (the “Seller”), Desk Flex, Inc. (“Desk Flex”), an Illinois corporation, Professional Resource Management, Inc. , an Illinois corporation (“Professional Resource” and collectively with Desk Flex, the “Companies”), and Epazz, Inc., an Illinois corporation (being herein referred to as “Purchaser”), each sometimes referred to herein as a “Party” and collectively the “Parties.”
SECURITY AGREEMENTSecurity Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan
This Security Agreement ("Agreement") is made and entered into as of this 9th day of May, 2014, by and between JADIAN, INC., an Illinois corporation, whose address is 205 W. Wacker Drive, Suite 1320, Chicago, Illinois 60606 ("Debtor"), and JADIAN ENTERPRISES, INC., a Michigan corporation, whose address is 320 W. Ottawa Street, Lansing, Michigan 48933 ("Secured Party").
Amendment (First) to EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2013 • Epazz Inc • Services-prepackaged software
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is made between Epazz, Inc., an Illinois corporation (the “Company"), and Shaun Passley (“Executive”) (collectively sometimes referred to as the “Parties” and individually sometimes referred to as a “Party”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Amendment is effective as of June 15, 2013.
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 19th, 2013 • Epazz Inc • Services-prepackaged software • New York
This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of November 7, 2013, by Epazz, Inc., an Illinois corporation (the “Maker”); and ASHER ENTERPRISES, INC., a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated September 18, 2013 between those parties (the "Note").
PROMISSORY NOTE This Promissory Note (Hereinafter "Note11) is entered into by:Promissory Note • September 24th, 2007 • Epazz Inc • Services-prepackaged software • Ohio
CONSULTANT AGREEMENTConsultant Agreement • November 21st, 2011 • Epazz Inc • Services-prepackaged software • Florida
This Agreement made and effective as of October 26, 2011, by and between JOSHUA CANDAMO, (hereinafter referred to as "Consultant") and K9 BYTES, INC., an Illinois corporation ("Buyer").
SECURITY AGREEMENTSecurity Agreement • May 16th, 2012 • Epazz Inc • Services-prepackaged software • Florida
This security agreement ("Security Agreement") is made and entered into on March , 2012, by and between MS HEALTH SOFTWARE CORP., a New Jersey corporation authorized to do business in Florida, whose address is 128 Willow Grove St., Hackettstown, NJ 07840 (hereinafter referred to as the "Secured Creditor"); MS HEALTH, Inc. an Illinois corporation, whose address is 309 W. Washington St. Suite 1225, Chicago, IL 60606 (hereinafter referred to as the "Debtor").
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois
THIS AGREEMENT made and entered into this 9th day of May, 2014 at Chicago, Illinois, by and between EPAZZ, INC. (hereinafter referred to as the "Company") and GUY METZ, an individual, residing at 2929 Marfitt Road, East Lansing, MI 48823 (hereinafter referred to as the "Employee").
SHARE PLEDGE AGREEMENT THIS AGREEMENT made as of the 28th day of February, 2014. BETWEEN:Share Pledge Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Illinois
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties contained herein, the sum of $1.00 paid by each party hereto to each of the other parties hereto and other good and valuable consideration
Exhibit BCompete; Consulting Agreement • May 16th, 2012 • Epazz Inc • Services-prepackaged software
COVENANT NOT TO COMPETE; CONSULTING AGREEMENT NON COMPETITION and CONSULTING AGREEMENT, dated as of March_, 2012, between MS Health, Inc., an Illinois Corporation (referred to herein as the "Company" and "Covenantee"), and MS Health Software Corporation, a New Jersey Corporation (herein "MS"), & Michael Sedita, an Individual (herein "Sedita") and Dorothy E. Higgins (herein Higgins) (Sedita and MS are referred to collectively herein as "Consultant" or "Covenantor" and Higgins as "Covenantor").
GUARANTY AGREEMENTGuaranty Agreement • October 2nd, 2014 • Epazz Inc • Services-prepackaged software • Michigan
THIS GUARANTY AGREEMENT (the "Guaranty") made this 9th day of May, 2014, by and between Epazz, Inc., an Illinois corporation (the "Guarantor") and Jadian Enterprises, Inc., a Michigan corporation ("Seller").
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • October 2nd, 2014 • Epazz Inc • Services-prepackaged software
This Assignment and Bill of Sale will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws principles.
