SUBSCRIPTION AGREEMENT BETWEEN AND Neon Bloom, Inc.Subscription Agreement • January 5th, 2022 • Neon Bloom, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This SUBSCRIPTION AGREEMENT (this “Agreement”) effective ___________________, by and between, Neon Bloom, Inc., a Nevada corporation (the “Seller”) and ___________________________________ (the “Purchaser”) with respect to the following facts and circumstances:
Phoenix Aerospace, Inc. Carson City, Nevada 89706Phoenix International Ventures, Inc. • May 14th, 2007 • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This letter agreement confirms our recent discussions during which you were informed that the Company contemplates becoming a wholly owned subsidiary of Phoenix International Ventures, Inc., a Nevada corporation, and our mutual desire that the Company’s debt to you be converted under certain conditions into common stock of Phoenix International Ventures, Inc. As a part of this transaction, Zahir Teja will continue to serve as the President and CEO of the Company and will also serve as President and CEO of Phoenix International Ventures, Inc.
PHOENIX INTERNATIONAL VENTURES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2007 • Phoenix International Ventures, Inc. • Nevada
EMPLOYMENT AGREEMENT (this “Agreement”) made as of this 14th day of December, 2006 by and between PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, having an office at 2201 Lockheed Way, Carson City, Nevada 89706 ("Employer") and Neev Nissenson, an individual residing at 11a Yehuda Hamacabi St., Herzliya, Israel ("Executive");
Phoenix International Ventures, Inc.Promissory Note Agreement • May 17th, 2010 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay _____________. (the “Holder”) on March ________, 2012 (the “Maturity Date”), or earlier, the Note Amount of ______________________ (_____________) plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Promissory Note Extension Agreement (the “Agreement”).
Merger AgreementMerger Agreement • March 15th, 2019 • Neon Bloom, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
THIS MERGER AGREEMENT ("Agreement") is made on February 1, 2019 by and between Neon Bloom, Inc., 99 Wall Street, #542, New York, New York 10005, ("NEON"), and Phoenix International Ventures, Inc. of 340 W. 42nd Street, FL 2, New York, New York 10036, (the "PHOENIX").
Phoenix International Ventures, IncPhoenix International Ventures, Inc. • September 5th, 2008 • Ordnance & accessories, (no vehicles/guided missiles)
FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay __________. (the “Holder”) on ____, 2009 (the “Maturity Date”), or earlier, the Note Amount of ___________ plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Agreement.
Exhibit A UNCONDITIONAL GUARANTEEUnconditional Guarantee • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
In consideration of financial accommodations given or to be given or continued to, Phoenix Aerospace, Inc., a company incorporated under the laws of the State of Nevada (the “Borrower”) of 61B Industrial Parkway, Mound House, NV 89706, U.S.A., by Zvi Bar-Nes Nissensohn, Israeli Passport no. 9379265 (the “Lender”), pursuant to that certain Convertible Loan Agreement made and entered into on even date (“CLA”) among the Borrower, the undersigned and the Lender, the undersigned irrevocably and unconditionally guarantee to the Lender, payment pursuant to the CLA when due, whether by acceleration or otherwise, of any and all liabilities of the Borrower to the Lender, to amounts, together with all interest thereon and all attorney’s fees, costs and expenses of collection incurred by the Lender in enforcing any of such liabilities and/or the terms hereof.
SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF UNITS OF Phoenix International Ventures, Inc. (each Unit consists of two shares of common stock and one Warrant to purchase one share) November , 2007Subscription Agreement • January 3rd, 2008 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
PHOENIX INTERNATIONAL VENTURES, INC., a Nevadacorporation (the “Company”) is offering (this “Offering”)for sale to certain individuals (the “Investors”) up to 350,000 units (the “Offering”). Each Unit consists of two shares of common stock and one warrant to purchase common stock (the “Warrants”). Each Warrant is excercisable for a period of two years at an exercise price of $1.00 per share. The Units are offered at $1.40 per Unit.
LOCK UP AGREEMENTLock Up Agreement • March 25th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
THIS LOCK-UP AGREEMENT (“Agreement”) is made and entered into this 22nd day of March 2011 (the “Agreement Date”), by and among PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation (the “Company”) and each of the persons or entities who have executed this Agreement in their individual capacities as an existing or potential stockholder of the Company (each a “Stockholder” and collectively, the “Stockholders”). The Company and the Stockholders are hereinafter sometimes collectively referred to as the “Parties.”
Phoenix International Ventures, IncStock Based Collateral Agreement • September 5th, 2008 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay______________. (the “Holder”) on ____, 2009 (the “Maturity Date”), or earlier, the Note Amount of ____________ dollars U.S. (_________), plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 5th, 2022 • Neon Bloom, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of the 28th day of January 2021 (this “Agreement”) is entered into by and among, Neon Bloom, Inc., a corporation organized under the laws of the State of Nevada and Roger Werthmann, its CEO and an individual residing in Texas, majority shareholder of NBCO (“NBCO” or “Buyer”), and Bazelet Health Systems, Inc. a corporation organized under the laws of the state of Delaware (“BHS” or “Seller”), are referred to singularly as a “Party” and collectively as the “Parties.”
Phoenix Aerospace, Inc. Carson City, Nevada 89706Phoenix International Ventures, Inc. • January 26th, 2007 • Nevada
This letter agreement confirms our recent discussions during which you were informed that the Company contemplates becoming a wholly owned subsidiary of Phoenix International Ventures, Inc., a Nevada corporation. As a part of this transaction, Zahir Teja will continue to serve as the President and CEO of the Company and will also serve as President and CEO of Phoenix International Ventures, Inc.
Employment AgreementEmployment Agreement • March 4th, 2022 • Neon Bloom, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This Employment Agreement (“Agreement”) is made this 10th day of 2021 (the “Effective Date”) by and between Bazelet Health Systems, Inc. a Delaware corporation, (“Bazelet”) or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and Walter Tabaschek (“I”, “Executive”, “Tabaschek” or “Employee”), individually referred to as a “Party” and collectively referred to as “the Parties”. Bazelet is a wholly owned subsidiary of Neon Bloom, Inc. (“NBCO”), OTC: NBCO.
PHOENIX INTERNATIONAL VENTURES, INC. SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • March 25th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Settlement Agreement and Mutual Release (the “Agreement”) is made and entered into this 22nd day of March 2011 (“Agreement Date”) by and among PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, (the “Company”), NEEV NISSENSON, an individual (“N. Nissenson”), and ZAHIR TEJA, an individual (“Teja”) and the individuals or entities who have executed this Agreement under the headings “Investors” and “Converting Investors”. The Company, N. Nissenson, Teja, the Investors and the Converting Investors are hereinafter sometimes collectively referred to as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 5th, 2022 • Neon Bloom, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Executive Employment Agreement (“Agreement”) is effective as of December 20, 2021 (“Effective Date”) by and between Neon Bloom Inc., a Nevada Corporation (the “Company” or “NBCO”) and Michael Elzufon (“Executive”).
Phoenix International Ventures, Inc.Phoenix International Ventures, Inc. • August 11th, 2009 • Ordnance & accessories, (no vehicles/guided missiles)
FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay _______________. (the “Holder”) on July 20, 2010 (the “Maturity Date”), or earlier, the Note Amount of __________ ($________) Dollars U.S. plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Promissory Note Extension Agreement (the “Agreement”).
Phoenix International Ventures, Inc.Phoenix International Ventures, Inc. • August 16th, 2010 • Ordnance & accessories, (no vehicles/guided missiles)
FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay ___________. (the “Holder”) on __________, 2011 (the “Maturity Date”), or earlier, the Note Amount of _________________ ($_________) Dollars U.S. plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Promissory Note Extension Agreement (the “Agreement”).
Exhibit B SECURITY AGREEMENTSecurity Agreement • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Security Agreement (“Security Agreement”) is made this __ day of September 2011, by Phoenix Aerospace, Inc., a Nevada corporation (“PAI”), of 61B Industrial Parkway, Mound House, NV 89706, U.S.A. in favor of Zvi Bar-Nes Nissensohn (“Bar-Nes”), Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel, or any affiliate of Bar-Nes (with Bar-Nes, the “Lender”) in accordance with PAI’s Articles of Incorporation and all the other provisions that grant PAI power in such respect and in accordance with resolutions of PAI’s board of directors dated September __, 2011.
PHOENIX INTERNATIONAL VENTURES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2007 • Phoenix International Ventures, Inc. • Nevada
EMPLOYMENT AGREEMENT (this “Agreement”) made as of this 14th day of December, 2006 by and between PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, having an office at 2201 Lockheed Way, Carson City, Nevada 89706 ("Employer") and Teja N. Shariff, an individual with an address at 388 East Main Street, Branford, CT 06405 ("Executive");
Phoenix International Ventures, Inc.Phoenix International Ventures, Inc. • August 11th, 2009 • Ordnance & accessories, (no vehicles/guided missiles)
FOR VALUE RECEIVED, Phoenix International Ventures, Inc., a Nevada Corporation (OTC BB: PIVN) hereby promises to pay ___________. (the “Holder”) on __________ , 2010 (the “Maturity Date”), or earlier, the Note Amount of _______________ ($___________) Dollars U.S. plus accrued and unpaid interest thereon, in such amounts, at such times and on such terms and conditions as are specified herein. The Company, and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Promissory Note Extension Agreement (the “Agreement”).
Consulting AgreementConsulting Agreement • January 26th, 2007 • Phoenix International Ventures, Inc.
This agreement is valid as long as PIV exists and Teja and or the Nissenson family directly or indirectly own shares in PIV.
Phoenix International Ventures, Inc. Carson City, Nevada 89706Phoenix International Ventures, Inc. • January 3rd, 2008 • Ordnance & accessories, (no vehicles/guided missiles)
Reference is made to that certain Subscription Agreement (“Subscription Agreement”) for the purchase of units of Phoenix International Ventures, Inc. (the “Company”), each comprised of two shares of common stock and a warrant to purchase an additional share of common stock of the Company (the “Units”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 26th, 2007 • Phoenix International Ventures, Inc. • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), is entered into as of the 1st day of December, 2006, by and among: (i) Phoenix International Ventures, Inc. a Nevada corporation (“International Ventures”), (ii) Phoenix Aerospace, Inc., a Nevada corporation (“Aerospace”), and (iii) Zahir Teja, the owner of all the issued and outstanding shares of Aerospace and a stockholder of International Ventures (“Teja”). International Ventures, Aerospace, and Teja are referred to collectively as the “Parties”.
PHOENIX INTERNATIONAL VENTURES, INC. SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • March 25th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Settlement Agreement and Mutual Release (the “Agreement”) is made and entered into this 22nd day of March 2011 (“Agreement Date”), by and among PHOENIX INTERNATIONAL VENTURES, INC., a Nevada corporation, (the “Company”), ANNEY BUSINESS CORP. a British Virgin Islands corporation (“Anney”), HAIM NISSENSON, an individual (“H. Nissenson”), ZAHIR TEJA, an individual (“Teja”), and the individuals or entities who have executed this Agreement under the headings “Investors” and “Converting Investors”. The Company, Anney, H. Nissenson, Teja the Investors and the Converting Investors are hereinafter sometimes collectively referred to as the “Parties”.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Convertible Loan Agreement (this “Agreement”) is made as of September [__], 2011, by and among Phoenix Aerospace, Inc., a company incorporated under the laws of the State of Nevada of 61B Industrial Parkway, Mound House, NV 89706, U.S.A (the “Borrower”); Phoenix International Ventures, Inc., a company incorporated under the laws of the State of Nevada of 61B Industrial Parkway, Mound House, NV 89706, U.S.A (“Phoenix”); and Zvi Bar-Nes Nissensohn Nissensohn, Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel and\or a company under his control (at least more than 50%) (collectively, the “Lender”). The Borrower, Phoenix and the Lender may be referred to as “Party” and collectively, as the “Parties”.
Exhibit C PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 28th, 2011 • Phoenix International Ventures, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Nevada
This Pledge and Security Agreement (“Security Agreement”) is made this __ day of September 2011, by Phoenix International Ventures, Inc., a Nevada corporation (“Company”), of 61B Industrial Parkway, Mound House, NV 89706, U.S.A. in favor of Zvi Bar-Nes Nissensohn (“Bar-Nes”), Israeli Passport no. 9379265 of 27 Alexander Penn, Tel-Aviv 69641, Israel or his assigns or affiliates (with Bar-Nes, the “Lender”) in accordance with the Company’s Articles of Incorporation and all the other provisions that grant the Company power in such respect and in accordance with resolutions of the Company’s board of directors dated September __, 2011.
