ContractWES Consulting, Inc. • March 24th, 2010 • Services-management consulting services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO REMARK ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GUARANTYLiberator, Inc. • October 12th, 2011 • Household furniture
STOCK PURCHASE AND RECAPITALIZATION AGREEMENTStock Purchase and Recapitalization Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • New York
This Agreement this 31st day of March, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).
3% CONVERTIBLE NOTE DUE SEPTEMBER 2, 2012 OF LIBERATOR, INC.WES Consulting, Inc. • March 24th, 2010 • Services-management consulting services • New York
This Note (“Note”) is a duly authorized Note of LIBERATOR, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 3% Convertible Note Due SEPTEMBER 2, 2012 (“Maturity Date”) in the principal amount of Two Hundred Fifty Thousand Dollars (US$250,000.00)(the “Note”).
LOAN AND SECURITY AGREEMENT BETWEEN ENTREPRENEUR GROWTH CAPITAL LLC New York, New York 10022 AND ONE UP INNOVATIONS, INC. FOAM LABS, INC. Atlanta, GA 30360Loan and Security Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • New York
This LOAN AND SECURITY AGREEMENT (“Agreement”) dated November 10, 2009 between ONE UP INNOVATIONS, INC., a Georgia corporation and FOAM LABS, INC., a Georgia corporation, each having its principal place of business at 2745 Bankers Industrial Drive, Atlanta, GA 30360 (individually and collectively, the "Borrower") and ENTREPRENEUR GROWTH CAPITAL, LLC, a Delaware limited liability company, having a principal office at 505 Park Avenue, 6th Floor, New York, NY 10022 (hereinafter called "Lender"). This Agreement sets forth the terms and conditions upon which Lender may, in its sole and absolute discretion, make loans, advances and other financial accommodations to or for the benefit of Borrower upon the security referred to herein.
RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • September 30th, 2013 • Liberator, Inc. • Household furniture • Georgia
This Amended and Restated Receivables Financing Agreement amends and restates the Receivable Financing Agreement dated May 24th, 2011 entered between the parties hereto. We are pleased to reconfirm the following agreement by which you are to finance receivables arising from sales made by us.
ADVANCE SCHEDULE No. 06 ONE UP INNOVATIONS, INC. FOAM LABS, INC. Funding Date: June 1, 2017Luvu Brands, Inc. • October 4th, 2017 • Household furniture
This Advance Schedule (the “Schedule”) is issued pursuant to and is subject to all terms and conditions of the Credit Card Receivables Advance Agreement, dated on or about October 1, 2015 (as amended from time to time in accordance with its terms, the “Master Agreement”), between POWER UP LENDING GROUP, LTD. (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS, INC., (individually and collectively, the “Merchant”). Capitalized terms used and not defined in this Schedule have the meanings given to them in the Master Agreement.
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • Georgia
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed date below (the “Effective Date”), by and among Liberator, Inc. an entity with a principle address of 2745 Bankers Industrial Drive, Doraville, GA (the “Buyer”) and Belmont Partners, LLC a Virginia limited liability company with a principal address of 360 Main Street, Washington Virginia 22747 (“Seller”), and WES Consulting, Inc., a public vehicle organized in the state of Florida and traded under the symbol “WSCU” (the “Company”).
GuaranteeGuarantee • October 13th, 2010 • WES Consulting, Inc. • Household furniture • Utah
This Guarantee (“Guarantee”) is made by the undersigned WES Consulting, Inc., a Florida corporation (“Guarantor”), to Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), as an inducement to Summit to enter into a Financing Agreement (the “Financing Agreement”) with One Up Innovations, Inc., a Georgia corporation, and FoamLabs, Inc., a Georgia corporation (individually and collectively, “Client”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2011 • WES Consulting, Inc. • Household furniture • Georgia
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 27, 2011 (the “Effective Date”) by and between LOUIS S. FRIEDMAN, an individual resident of the State of Georgia (“Executive”), and WES CONSULTING, INC., a Florida corporation (the “Company”). Each of the Executive and the Company is at times referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
ADVANCE SCHEDULE No. 08 ONE UP INNOVATIONS, INC. FOAM LABS, INC. Funding Date: April 6, 2018Luvu Brands, Inc. • October 15th, 2018 • Household furniture
This Advance Schedule (the “Schedule”) is issued pursuant to and is subject to all terms and conditions of the Credit Card Receivables Advance Agreement, dated on or about October 1, 2015 (as amended from time to time in accordance with its terms, the “Master Agreement”), between POWER UP LENDING GROUP, LTD. (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS, INC., (individually and collectively, the “Merchant”). Capitalized terms used and not defined in this Schedule have the meanings given to them in the Master Agreement.
MERGER AND RECAPITALIZATION AGREEMENTMerger and Recapitalization Agreement • October 22nd, 2009 • WES Consulting, Inc. • Services-management consulting services • Georgia
This Agreement made and entered into as of this 19th day of October, 2009 (the “Agreement”), by and among WES Consulting, Inc., a Florida corporation with its principal place of business located at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 (“WES”); the undersigned shareholder of WES which represents a majority of the issued and outstanding common stock of WES (the “WES Shareholder”); Liberator, Inc., a Nevada Corporation, with its registered office at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 (“Liberator”) and the undersigned shareholders of Liberator which represents a majority vote of the issued and outstanding equity of Liberator (the “Liberator Shareholders”).
MERGER AND RECAPITALIZATION AGREEMENTMerger and Recapitalization Agreement • October 20th, 2009 • WES Consulting, Inc. • Services-management consulting services • Georgia
This Agreement made and entered into as of this 19th day of October, 2009 (the “Agreement”), by and among WES Consulting, Inc., a Florida corporation with its principal place of business located at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 (“WES”); the undersigned shareholder of WES which represents a majority of the issued and outstanding common stock of WES (the “WES Shareholder”); Liberator, Inc., a Nevada Corporation, with its registered office at 2745 Bankers Industrial Drive, Doraville, Georgia 30360 (“Liberator”) and the undersigned shareholders of Liberator which represents a majority vote of the issued and outstanding equity of Liberator (the “Liberator Shareholders”).
LUVU Brands, Inc.Knauf Employment Agreement • February 20th, 2024 • Luvu Brands, Inc. • Household furniture
Upon mutual agreement between the Board of Director for LUVU Brands, Inc. and Christopher Knauf, the following amendment to the Employment Agreement dated January 18, 2024 is agreed:
LEASE AGREEMENT BETWEEN GOODSON LAND PARTNERS, LLC AS LANDLORD, AND ONE UP INNOVATIONS, INC., AS TENANT DATED November 2, 2020 ATLANTA, GEORGIA 30360 BASIC LEASE INFORMATIONLease Agreement • November 12th, 2020 • Luvu Brands, Inc. • Household furniture
Premises: That certain building containing approximately 133,200 rentable square feet, and being located at 2745 Bankers Industrial Drive, Atlanta, Georgia 30360 (the “Building”). The land on which the Building is located (the "Land") is described on Exhibit A attached hereto and made a part hereof. The Premises shall include the Building, the Land and the driveways, parking facilities, loading dock areas, roadways, any rail tracks associated with the Building and similar improvements and easements associated with the foregoing or the operation thereof.
AMENDMENT TO 3% CONVERTIBLE PROMISSORY NOTELiberator, Inc. • October 11th, 2012 • Household furniture
This Amendment to 3% Convertible Note (the “Amendment”) effective September 2, 2012, by and among Liberator, Inc., a Nevada corporation (the “Borrower”) and Hope Capital Inc., a New York corporation (the “Lender”) amends that certain 3% Promissory Note due September 2, 2012, in the principal amount of $250,000 by and between the Borrower and Lender (the “Note”).
ADVANCE SCHEDULE No. 01 ONE UP INNOVATIONS, INC. FOAM LABS, INC. Funding Date: November 4, 2010Advance • November 9th, 2010 • WES Consulting, Inc. • Household furniture
This Advance Schedule (the “Schedule”) is issued pursuant to and is subject to all terms and conditions of the Credit Card Receivables Advance Agreement, dated on or about November 4, 2010 (as amended from time to time in accordance with its terms, the “Master Agreement”), between CC FUNDING a division of CREDIT CASH NJ, LLC (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS, INC., (individually and collectively, the “Merchant”). Capitalized terms used and not defined in this Schedule have the meanings given to them in the Master Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • Delaware
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES DESCRIBED HEREIN.
Security Agreement (All Assets)Security Agreement • October 13th, 2010 • WES Consulting, Inc. • Household furniture • Utah
This Security Agreement (the “Security Agreement”) is made between WES Consulting, Inc., a Florida corporation (“Guarantor”), whose address is 2745 Bankers Industrial Drive, Atlanta, Georgia 30360, and Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), whose address is 2455 East Parley’s Way, Suite 200, Salt Lake City, Utah 84109, pursuant to a Guarantee dated May 17, 2010, executed by Guarantor in favor of Summit and as a further inducement to Summit to enter into a Financing Agreement (the “Financing Agreement”) with One Up Innovations, Inc., a Georgia corporation, and FoamLabs, Inc., a Georgia corporation (individually and collectively, “Client”).
ContractWES Consulting, Inc. • March 24th, 2010 • Services-management consulting services
Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Leslie Vogelman on June 23, 2006.
GUARANTY (Louis Friedman)Guaranty • November 9th, 2010 • WES Consulting, Inc. • Household furniture • New Jersey
CREDIT CASH NJ, LLC (“Lender”) has entered into a Credit Card Advance Agreement (“Loan Agreement”) dated on or about November 4, 2010 with ONE UP INNOVATIONS, INC. and FOAM LABS, INC. (collectively, the “Merchant”) and in consideration of One ($1.00) Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby duly acknowledged, the undersigned jointly and severally unconditionally guaranty to Lender, its successors and assigns, Merchant’s full and prompt payment, performance and discharge of each and every obligation of Merchant under said Loan Agreement and under all instruments given or executed by Merchant in connection therewith, and the full and prompt payment of all other obligations of Merchant to Lender, wherever and however arising, direct or indirect, absolute or contingent, all whether presently existing or hereafter arising, including, without limitation, all costs of collection, including attorney’s fees. The liability of the undersign
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2011 • WES Consulting, Inc. • Household furniture • Georgia
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2011 by and between WES CONSULTING, INC., a Florida corporation (the “Company”), and DMITRII SPETETCHII, an individual resident of the Republic of Moldova (the “Investor”).
ContractWES Consulting, Inc. • March 24th, 2010 • Services-management consulting services
Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Louis S. Friedman on January 1, 2005.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2012 • Liberator, Inc. • Household furniture • Georgia
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES DESCRIBED HEREIN.
ADVANCE SCHEDULE No. 03 ONE UP INNOVATIONS, INC. FOAM LABS, INC. Funding Date: February 22, 2016Luvu Brands, Inc. • September 27th, 2016 • Household furniture
This Advance Schedule (the “Schedule”) is issued pursuant to and is subject to all terms and conditions of the Credit Card Receivables Advance Agreement, dated on or about April 21, 2015 (as amended from time to time in accordance with its terms, the “Master Agreement”), between POWER UP LENDING GROUP, LTD. (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS, INC., (individually and collectively, the “Merchant”). Capitalized terms used and not defined in this Schedule have the meanings given to them in the Master Agreement.
AGREEMENT TO EXTEND CLOSING DATE UNDER STOCK PURCHASE AGREEMENTExtend Closing • October 31st, 2011 • Liberator, Inc. • Household furniture
THIS AGREEMENT TO EXTEND CLOSING DATE UNDER STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 28th day of October, 2011, by and among Web Merchants Atlanta, LLC, a Georgia limited liability company (the “Purchaser”); Liberator, Inc. (f/k/a WES Consulting, Inc.), a Florida corporation (“Seller”); Web Merchants Inc., a Delaware corporation (the “Company”); Louis S. Friedman, a resident of the State of Georgia and a principal shareholder of Seller (“Friedman”); Fyodor Petrenko, a resident of the State of Georgia and a principal owner of Purchaser (“Petrenko”). In this Agreement, Purchaser, Seller, Company, Friedman and Petrenko are sometimes referred to individually as a “Party” and collectively as the “Parties”.
Executive Employment Agreement Term SheetExecutive Employment Agreement Term Sheet • September 7th, 2023 • Luvu Brands, Inc. • Household furniture
This term sheet (“Term Sheet”) dated September 1, 2023 sets forth the principal terms and conditions governing the employment relationship between Martin Scott (the “Executive”) and One Up Innovations, Inc., a Georgia corporation (the “Company”).
3% PROMISSORY NOTE DUE AUGUST 31, 2019 OF LIBERATOR, INC.Liberator, Inc. • September 5th, 2014 • Household furniture • New York
This Note (“Note”) is a duly authorized Note of LIBERATOR, INC., a corporation duly organized and existing under the laws of the State of Florida (the “Company”), designated as the Company's 3% Promissory Note Due AUGUST 31, 2019 (“Maturity Date”) in the principal amount of Seven Hundred Thousand Dollars (US$700,000.00) (the “Note”).
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • May 15th, 2012 • Liberator, Inc. • Household furniture • New York
This STOCK ISSUANCE AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2011, by and between Trilogy Capital Partners, Inc. (“Trilogy”) and Liberator, Inc., a Florida corporation (“LUVU” or the “Company”), with reference to the following facts:
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • August 5th, 2010 • WES Consulting, Inc. • Services-management consulting services • Virginia
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last date executed below (the “Effective Date”), by and among Belmont Partners, LLC, a Virginia limited liability company, with a principal address of 360 Main Street, Washington, VA 22747 (“Buyer”), Sanford H. Barber and Carol B. Barber, individuals with a principal address of 3310 Stagecoach Trail, Wimauma, FL 33598 (“Sel1ers”), and WES Consulting, Inc., a public vehicle with ticker symbol “WSCU” organized in the state of Florida (the “Company”) (Buyer, Sellers and Company each a “Party” and collectively the “Parties”).
CORPORATE GUARANTY (Web Merchants Inc.)Corporate Guaranty • October 12th, 2011 • Liberator, Inc. • Household furniture • New Jersey
AMENDMENT NO 2 TO 3% CONVERTIBLE PROMISSORY NOTELiberator, Inc. • September 30th, 2013 • Household furniture
This Amendment No. 2 to 3% Convertible Note (the “Amendment”) effective September 2, 2013, by and among Liberator, Inc. (formerly known as Remark Enterprises, Inc., a Nevada corporation), a Florida corporation (the “Borrower”) and Hope Capital Inc., a New York corporation (the “Lender”) amends that certain 3% Promissory Note due September 2, 2012, as amended on September 2, 2012, in the principal amount of $250,000 by and between the Borrower and Lender (the “Note”).
ADVANCE SCHEDULE No. 02 ONE UP INNOVATIONS, INC. FOAM LABS, INC. Funding Date: May 23, 2011Advance • October 12th, 2011 • Liberator, Inc. • Household furniture
This Advance Schedule (the “Schedule”) is issued pursuant to and is subject to all terms and conditions of the Credit Card Receivables Advance Agreement, dated on or about November 2, 2010 (as amended from time to time in accordance with its terms, the “Master Agreement”), between CC FUNDING a division of CREDIT CASH NJ, LLC (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS, INC., (individually and collectively, the "Merchant"). Capitalized terms used and not defined in this Schedule have the meanings given to them in the Master Agreement.
CREDIT CARD RECEIVABLES ADVANCE AGREEMENTCredit Card Receivables Advance Agreement • November 9th, 2010 • WES Consulting, Inc. • Household furniture • New Jersey
This Credit Card Receivables Advance Agreement (the “Agreement”) is made as of November 4, 2010, between CC FUNDING a division of CREDIT CASH NJ, LLC, a Delaware limited liability company with its principal place of business located at 1 Bridge Plaza, Suite 275, Fort Lee, NJ 07024 and an operating office located at 505 Park Avenue, 6th Floor, New York, NY 10022 (the “Lender”), and ONE UP INNOVATIONS, INC., a Georgia corporation and FOAM LABS, INC., a Georgia corporation, each having its principal place of business at 2745 Bankers Industrial Drive, Atlanta, GA 30360 (individually and collectively, the “Merchant”).
STOCK PURCHASE AGREEMENT BY AND AMONG WES CONSULTING, INC. WEB MERCHANTS INC. FYODOR PETRENKO AND DMITRII SPETETCHII January 27, 2011Stock Purchase Agreement • February 2nd, 2011 • WES Consulting, Inc. • Household furniture • Georgia
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 27, 2011, by and among WES Consulting, Inc., a Florida corporation (the “Parent”); Web Merchants Inc., a Delaware corporation (the “Company”); Fyodor Petrenko, a resident of the State of New Jersey (“Petrenko”); and Dmitrii Spetetchii, a resident of the Republic of Moldova (“Spetetchii”). The Parent, Company, Petrenko and Spetetchii are each a “Party” and referred to collectively herein as the “Parties.”
