World Series of Golf, Inc. Sample Contracts

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Contract
World Series of Golf, Inc. • October 6th, 2010 • Services-miscellaneous amusement & recreation • Utah

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • October 6th, 2010 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Utah

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of September 17, 2010 (this “Agreement”), is entered into by and between WORLD SERIES OF GOLF, INC., a Nevada corporation (the “Company”), and INTER-MOUNTAIN CAPITAL CORP., a Delaware corporation, its successors or assigns (the “Buyer”).

SECURITY AGREEMENT
Security Agreement • October 6th, 2010 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Utah

This Security Agreement (this “Security Agreement”), dated as of September 17, 2010, is executed by World Series of Golf, Inc., a Nevada corporation (“Debtor”), in favor of Inter-Mountain Capital Corp., a Delaware corporation (“Secured Party”).

STOCK PURCHASE WARRANT
World Series of Golf, Inc. • June 10th, 2009 • Services-miscellaneous amusement & recreation

THIS CERTIFIES that, for value received, __________________ (the “Holder”), shall have the right to purchase from a World Series of Golf, Inc., a Nevada corporation (the “Company”), ____________ (__________) fully paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”) at an exercise price of $_____ US per share (the “Exercise Price”), subject to further adjustment as set forth in Section 3 hereof, at any time until 5:00 P.M., Pacific time, on __________, 20__ which is _____ (_) years from the date of issuance (the “Termination Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 7th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Nevada

This Employment Agreement (this “Agreement”), is executed and entered into on this 6th day of October 2009 (the “Effective Date”), by and between World Series of Golf, Inc., a Nevada Corporation (WSG or the “Company”), with offices at 10161 Park Run Drive, Suite 150, Las Vegas, Nevada 89145 and John Daly, an individual resident in the State of California (the “Executive”).

AGREEMENT AND PLAN OF MERGER by and among INNOVATIVE CONSUMER PRODUCTS, INC. WSG ACQUSITION, INC. and WORLD SERIES OF GOLF, INC.
Agreement and Plan of Merger • February 1st, 2008 • Innovative Consumer Products, Inc. • Costume jewelry & novelties • Nevada

THIS AGREEMENT AND PLAN OF MERGER is entered into as of January 31, 2008 by and among INNOVATIVE CONSUMER PRODUCTS, INC., a Nevada corporation (“Parent”), WSG ACQUISITION, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and WORLD SERIES OF GOLF, INC., a Nevada corporation (the “Company”).

DEVELOPMENT, HOSTING AND LICENSE AGREEMENT
Development, Hosting and License Agreement • June 10th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • California

This Development, Hosting and License Agreement (the “Agreement”), dated as of January 1, 2009 (the “Effective Date”) is made and entered into by and between World Series of Golf Online Inc., a Nevada corporation (“WSGO”), and World Golf Tour, Inc., a Delaware corporation (“WGT”).

EXCHANGE AGREEMENT
Exchange Agreement • April 19th, 2010 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Illinois

THIS AGREEMENT, dated as of April 13, 2010, is entered into by and between WORLD SERIES OF GOLF, INC. (the “Company”) and AUGUSTINE FUND, L.P. (“Augustine”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 19th, 2010 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Nevada

This Securities Purchase Agreement (the “Agreement”) is made and entered into on the ___ day of April, 2010, by and between Green Life, Inc., a Florida corporation with offices at 3011 Yamato Road, Suite A-17, Boca Raton, FL 33434 (“Purchaser”), and World Series of Golf Inc., a Nevada Corporation with offices at 10161 Park Run Drive, Suite 150, Las Vegas, NV 89145 (the “Company”).

STOCK PURCHASE WARRANT
Stock Purchase Warrant • June 10th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation

THIS CERTIFIES that, for value received, __________________ (the “Holder”), shall have the right to purchase from a World Series of Golf, Inc., a Nevada corporation (the “Company”), ____________ (__________) fully paid and non-assessable shares of the Company’s Common Stock (the “Common Stock”) at an exercise price of $2.00 US per share (the "Exercise Price"), subject to further adjustment as set forth in Section 3 hereof, at any time until 5:00 P.M., Pacific time, on __________, 2011 which is three years (3) years from the date of issuance (the “Termination Date”).

WORLD SERIES OF GOLF, INC. __% CONVERTIBLE NOTE
World Series of Golf, Inc. • June 10th, 2009 • Services-miscellaneous amusement & recreation • Nevada

This Convertible Note (the “Note”) is issued by World Series of Golf, Inc., a Nevada Corporation (the “Company”), and this ___ day of ____, 20__ (the Issuance Date”) to _____________________ (the “Holder”) of _____________, pursuant to exemptions from registration under the Securities Act of 1933, as amended.

WORLD SERIES OF GOLF, INC. 2009 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENT
Nonqualified Stock Option Grant Agreement • April 24th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation

This Grant Agreement (the "Agreement") is entered into as of ________ by and between World Series of Golf, Inc. (the "Corporation"), a Nevada Corporation, and ________ ("Grantee").

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • June 10th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation

This Amended and Restated Convertible Promissory Note (this “Note”) is entered into as of May 28, 2009 by and between World Series of Golf, Inc., a Nevada Corporation (“Maker”) and The Slitz Family Trust (“Holder”), which amends and restates that certain Convertible Promissory Note dated February 1, 2009 between Maker and Holder.

WORLD SERIES OF GOLF, INC. 2009 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION GRANT AGREEMENT
Incentive Stock Option Grant Agreement • April 24th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation

This Grant Agreement (the "Agreement") is entered into as of ___________ by and between World Series of Golf, Inc. (the "Corporation"), a Nevada Corporation, and ___________ ("Grantee").

COMPASS ENTERTAINMENT LLC 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169 Phone: (321) 229-2290/ (877) 841-2424 (EXT. 704) E-Mail: greg@rounderlife.com October 30, 2009
Agreement • November 5th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Nevada

THIS AGREEMENT (this “Agreement”) will confirm the terms of the proposed exclusive video production and distribution services to be provided by Compass Entertainment LLC (“Producer”), to World Series of Golf, Inc.(“WSOG”) and corresponding exclusive production and distribution rights granted by WSOG to Producer, with respect to Producer’s creation of certain television programs (“Programs”) throughout the Universe (the “Territory”); which shall employ the use of that certain trademark: World Series of Golf® (USPTO Serial # 78879871/ International Reg. # 0900606) (the “Mark”) the use of which Mark shall be secured by WSOG for Producer for the limited purposes of this Agreement. Such Programs shall be principally constituted by footage shot at golf tournaments known as so-called “satellite events” (“Satellite Events”) occurring throughout the world, the winners of which will become entitled to play in WSOG’s championship golf tournament (“WSOG Championship”), held annually in Las Vegas (

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Nevada

THIS AGREEMENT is made as of _____________, 2008, by and between World Series of Golf, Inc., a Nevada corporation, (the “Company”) as more fully described in the Confidential Private Placement Memorandum, originally dated February 11, 2008 as supplemented (the “Memorandum”), and the purchasers of the Company’s Common Stock identified in Exhibit A attached hereto (each, “Stockholder,” and collectively, the “Stockholders”), pursuant to their separate Subscription Agreements made with the Company (collectively, the “Subscription Agreements”). In order to induce the Purchasers to enter into the Subscription Agreements, the Company has agreed to provide to the Purchasers and their direct and indirect transferees and assigns the registration rights set forth in this Agreement.

AGREEMENT OF TERMINATION AND RELEASE
Agreement of Termination and Release • August 19th, 2010 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • New York

AGREEMENT OF TERMINATION AND RELEASE, made this 13th day of August 2010 (the “Agreement”), by and between World Series of Golf, Inc., a Nevada corporation (“WSG”) and John F. Slitz, Jr. and Slitz & Company, a Nevada corporation (collectively, “Slitz”). WSG and Slitz shall each be referred to as a “Party” and collectively shall be referred to as the “Parties.”

AGREEMENT OF TERMINATION AND RELEASE
Agreement of Termination and Release • August 19th, 2010 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • New York

AGREEMENT OF TERMINATION AND RELEASE, made this 13th day of August 2010 (the “Agreement”), by and between World Series of Golf, Inc., a Nevada corporation (“WSG”) and Joseph F. Martinez (“Martinez”). WSG and Martinez shall each be referred to as a “Party” and collectively shall be referred to as the “Parties.”

SECURITY AGREEMENT
Security Agreement • June 10th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation

THIS SECURITY AGREEMENT is entered into as of February 1, 2009, by and between THE SLITZ FAMILY TRUST, (hereafter referred to as “Creditor”), and WORLD SERIES OF GOLF, INC., a Nevada corporation (hereafter referred to as “Debtor”).

CONSULTING AGREEMENT
Consulting Agreement • June 10th, 2009 • World Series of Golf, Inc. • Services-miscellaneous amusement & recreation • Nevada

Consulting agreement dated this 6th day of February, 2009, by and between World Series of Golf (WSG) hereinafter referred to as “Client”, and John F. Slitz, Slitz & Company, hereinafter referred to as “Consultant.”

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