Exhibit 99.1 SUBSCRIPTION AGREEMENT Mr. Lance Dean ToyZap.com, Inc. 629 Deforest Road Coppell, Texas 75019 Dear Mr. Dean, Concurrent with the execution of this Subscription Agreement (this "Agreement'), the undersigned (the "Purchaser") is purchasing...Subscription Agreement • October 18th, 2007 • Toyzap.com, Inc.
Concurrent with the execution of this Subscription Agreement (this "Agreement'), the undersigned (the "Purchaser") is purchasing ______________ (______________) shares of common stock, par value $0.001 per share ("Common Stock"), of TOYZAP.COM, INC. (the "Company") at a price of $0.075 per share (the "Subscription Price").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 1st, 2017 • MoneyOnMobile, Inc. • Services-business services, nec • Kansas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 29, 2017, by and between MONEYONMOBILE, INC., a Texas corporation, with headquarters located at 500 North Akard Street, Suite 2850, Dallas, TX 75201 (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company, with its address at 8900 State Line Rd., Suite 410, Leawood, KS 66206 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT MONEYONMOBILE, INC.MoneyOnMobile, Inc. • September 1st, 2017 • Services-business services, nec • Kansas
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the first tranche of $568,181.50 under the $1,136,363.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), L2 Capital, LLC, a Kansas limited liability company (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 on or after the date of issuance hereof, to purchase from MoneyOnMobile, Inc., a Texas corporation (the “Company”), up to 688,704 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 29, 2
CALPIAN, INC.Stock Option Agreement • April 15th, 2011 • Calpian, Inc. • Dolls & stuffed toys • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Calpian, Inc. 2011 Equity Incentive Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2014 • Calpian, Inc. • Services-business services, nec • New York
The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2011 • Calpian, Inc. • Dolls & stuffed toys • California
This Registration Rights Agreement (the “Agreement”) is made and entered into on April 28, 2011, by and between Calpian, Inc., a Texas corporation (the “Company”), and HD Special-Situations II, LP (the “Lender”).
CALPIAN, INC. WARRANT AGREEMENT (2012 $3.0 Million Notes Offering)Warrant Agreement • August 10th, 2012 • Calpian, Inc. • Services-business services, nec • Texas
THIS WARRANT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2012 between and between Calpian, Inc., a Texas corporation (the “Company”) and (“Holder”).
GUARANTEEGuarantee • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
GUARANTEE, dated as of November 30, 2015 (this “Guarantee”), made by Calpian, Inc., a Texas corporation, (the “Guarantor” or the “Company”), in favor of each of the lenders signatory hereto (the “Lenders”) and party to that certain Note and Warrant Subscription Agreement, dated as of the date hereof, between the Company and the Lenders.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2019 • MoneyOnMobile, Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March [●], 2019, by and among MoneyOnMobile, Inc., a Texas corporation, with headquarters located at 500 North Akard Street, Suite 2850, Dallas, TX 75201 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2018 • MoneyOnMobile, Inc. • Services-business services, nec • New York
CALPIAN, INC. NOTE AND WARRANT SUBSCRIPTION AGREEMENTNote and Warrant Subscription Agreement • January 6th, 2011 • Calpian, Inc. • Dolls & stuffed toys • Texas
This NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) made as of the 31st day of December, 2010 by and between the undersigned subscriber (the “Subscriber”) and CALPIAN, INC., a Texas corporation (the “Corporation”), having its principal office at 500 N. Akard Street, Suite 2850, Dallas, Texas 75201.
RESIDUAL PURCHASE AGREEMENTResidual Purchase Agreement • March 31st, 2011 • Calpian, Inc. • Dolls & stuffed toys • Texas
This Residual Purchase Agreement (this “Agreement”), dated December 31, 2010 (“Effective Date”), is between Calpian, Inc., a Texas corporation (“Purchaser”), and Cooper and Schifrin, LLC, an Ohio limited liability company (“Seller”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • February 2nd, 2018 • MoneyOnMobile, Inc. • Services-business services, nec • Texas
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is dated as of ________, 2018, by and between MONEYONMOBILE, INC., a Texas corporation (the “Company”) and ___________ (the “Investor”) (together, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2017 • MoneyOnMobile, Inc. • Services-business services, nec • New York
Tel: 212-929-5500 Fax: 212-929-0308 New York London Los Angeles Palo AltoMoneyOnMobile, Inc. • April 26th, 2018 • Services-business services, nec • New York
This is to confirm our agreement (the “Agreement”) that effective as of the date hereof MacKenzie Partners, Inc. (“MacKenzie Partners”) has been engaged by MoneyOnMobile, Inc. (the “Client”) for Information Agent services in connection with its proposed subscription rights offering (the “Assignment”). MacKenzie will perform customary services for the Client as information agent, including: providing strategic advice regarding the overall subscription rights offer campaign; reviewing the subscription rights offer materials; reserving and placing any advertisement (as needed) to publicize the rights offer; coordination with the financial printer on the printing, delivery and distribution of the subscription rights offer materials, providing feedback and analysis on the progress of the rights offer; recommending and reviewing various strategies throughout the campaign;providing information to shareholders regarding the subscription rights offering and, providing such other services as may
SERVICE AGREEMENTService Agreement • March 28th, 2012 • Calpian, Inc. • Services-business services, nec
DIGITAL PAYMENTS PROCESSING LIMITED, a public limited company registered under the provisions of Companies Act, 1956, and having its registered office at 7th Floor, Met Complex, Bandra Reclamantion, Bandra (West), Mumbai 400050, Maharashtra, India, hereinafter called and referred to as the “Service Provider” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the FIRST PART;
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 4th, 2011 • Calpian, Inc. • Dolls & stuffed toys • California
This Note Purchase Agreement (this “Agreement”) is made and entered into on April 28, 2011 (the “Effective Date”), by and between Calpian, Inc., a Texas corporation, with its principal place of business located at 500 North Akard Street, Suite 2850, Dallas, Texas 75201 (the “Company”), and HD Special-Situations II, LP (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • February 28th, 2018 • MoneyOnMobile, Inc. • Services-business services, nec • Texas
This SECURITY AGREEMENT (this “Agreement”) is made by and entered into as of February 28, 2018 (the “Effective Date”), by and between MoneyOnMobile, Inc., a Texas corporation (the “Grantor” or “Company”), in favor of Laird Cagan (the “Secured Party”).
Howard Montgomery, CEO and Chairman Calpian Inc. Dallas, Texas 75201Security Agreement • May 24th, 2013 • Calpian, Inc. • Services-business services, nec
This letter outlines conditions and agreements between Calpian, Inc. (“Calpian”) and Granite Hill Capital Ventures, LLC (“GHCV”), and references the Loan and Security Agreement (“the Agreement”) dated November 9th, 2012.
TOYZAP.COM, INC. (TO BE RENAMED “CALPIAN, INC.”) SUBSCRIPTION AGREEMENT Series A Convertible Preferred Stock at $100.00 per ShareToyzap.com, Inc. • August 9th, 2010 • Dolls & stuffed toys • California
TRADEMARK ASSIGNMENTTrademark Assignment • August 24th, 2010 • Toyzap.com, Inc. • Dolls & stuffed toys
THIS TRADEMARK ASSIGNMENT (the “Assignment”) is made as of August 18, 2010, by and between TOYZAP.COM, INC., a Texas corporation (“Assignee”) and A.R.T. Holdings, Inc., a Texas Corporation (“Assignor”).
EXHIBIT A CALPIAN, INC. COMMON STOCK SUBSCRIPTION AGREEMENT Restricted Common Stock at $1.50 per ShareCommon Stock Subscription Agreement • March 28th, 2012 • Calpian, Inc. • Services-business services, nec • California
SUBSCRIPTION AGREEMENT (this “Agreement” or “Subscription”) is made as of the last date set forth on the signature page hereof between Calpian, Inc., a Texas corporation (the “Company”), and the undersigned (the “Participant”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 19th, 2016 • Calpian, Inc. • Services-business services, nec • Texas
CALPIAN INC., a company incorporated under the laws of State of Texas, United States of America and having its registered/corporate office at 500 N. Akard Street, Suite 2850, Dallas, TX 75201 (hereinafter referred to as “Transferor”, which expression shall, unless repugnant to the context or meaning thereof, mean and include successors and permitted assigns) of the First Part;
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Agreement”) is made as of November 30, 2015, and effective as of 11:59 p.m., New York time, on November 30, 2015, by and between Calpian, Inc., a Texas corporation, and Calpian Commerce, Inc., a Texas corporation (collectively, the “Assignor”), and eVance Processing Inc., a Delaware Corporation (“Assignee”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings as set forth in that certain Asset Purchase Agreement dated November 30, 2015, and effective as of 11:59 p.m., New York time, on November 30, 2015 (the “Asset Purchase Agreement”), by and among Assignor and Assignee.
CALPIAN, INC. NOTE AND WARRANT SUBSCRIPTION AGREEMENTNote and Warrant Subscription Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
This NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) made as of the 30th day of November, 2015 by and between the undersigned subscriber (the “Subscriber”) and CALPIAN, INC., a Texas corporation (the “Corporation”), having its principal office at 500 N. Akard Street, Suite 2850, Dallas, Texas 75201.
ContractMoneyOnMobile, Inc. • February 28th, 2018 • Services-business services, nec • Texas
This Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the provisions of any applicable state securities laws, but has been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the Securities Act, and under any applicable state securities laws. This Note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel satisfactory to the Company that such transaction does not require registration of this Note. This note is exempt from registration under section 4(2) of the Securities Act.
Convertible Bridge NoteMoneyOnMobile, Inc. • January 29th, 2018 • Services-business services, nec • New York
This convertible bridge note is executed and delivered in connection with a bridge note offering (“Bridge Offering”), which Bridge Offering shall be an offering of up to $3 million in aggregate principal amount of convertible bridge notes (the “Note(s)”) and warrants to purchase up to 900,000 shares of common stock of the Company (“Common Stock”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated November 30, 2015, but effective as of 11:59 p.m., New York time, on November 30, 2015 (the “Effective Time”), among eVance Processing Inc., a Delaware corporation and wholly owned subsidiary of Excel Corporation (“Buyer”), Calpian, Inc., a Texas corporation (“Parent”), Calpian Residual Acquisition, LLC, a Nevada limited liability company (“CRA”), and Calpian Commerce, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“CCI”). Parent, CRA and CCI are collectively referred to as the “Sellers.” Sellers and Buyer are collectively referred to as the “Parties.”
INDEPENDENT CONTRACTOR’S AGREEMENTContractor’s Agreement • April 27th, 2010 • Toyzap.com, Inc. • Dolls & stuffed toys • Texas
This INDEPENDENT CONTRACTOR’S AGREEMENT (the “Agreement”) made as of April 23, 2010, between Toyzap.com, Inc. (“Company”), a Texas corporation publicly-traded on the OTC Bulletin Board with its offices at 500 North Akard Street, Suite 2850 Dallas, Texas 75201 and David N. Pilotte dba DNP Financial Strategies with his principal place of business in Plano, Texas (“Advisor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2014 • Calpian, Inc. • Services-business services, nec • Texas
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into effective as of March 7, 2014 (the "Effective Date") between Calpian, Inc., a Texas corporation (the "Company"), and ________________ (the "Investor").
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • May 20th, 2020 • MoneyOnMobile, Inc. • Services-business services, nec • New York
This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of the Effective Date set forth below, by and between LI Ventures, Inc., a Nevada corporation (“LI Ventures”), on one hand, and MoneyOnMobile, Inc., a Texas corporation (“MOMT”) on the other. These parties may be referred to singularly as “a Party” or collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 4th, 2015 • Calpian, Inc. • Services-business services, nec • Texas
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of November 30, 2015, by and among Calpian, Inc., a Texas corporation (the “Company”), and the lender identified on the signature page hereof (the “Lender”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
PROMISSORY NOTECalpian, Inc. • April 18th, 2016 • Services-business services, nec • Texas
FORM OF TERM NOTECalpian, Inc. • April 8th, 2013 • Services-business services, nec
FOR VALUE RECEIVED, the undersigned Calpian, Inc., a Texas corporation (“Borrower”) promises to pay to the order of [Lender], an individual (“Lender”), at [Address], on the Term Loan Maturity Date, the principal sum of [Principal Amount] Dollars ($[Principal Amount]) or, if less, the aggregate unpaid principal amount of the Term Loan made by Lender pursuant to Section 2.1 of that certain Loan and Security Agreement, dated as of November 9, 2012 (as mended, restated or otherwise modified from time to time, the “Loan Agreement”), among Borrower, Granite Hill Capital Ventures, LLC, a Delaware limited liability company (“Granite Hill”) and each of the other financial institutions which are now or hereafter become a party thereto (collectively, together with Granite Hill and Lender, the “Lenders”), and Granite Hill, as agent for the Lenders (in such capacity, “Agent”). Agent is hereby authorized to record the amount of the Term Loan made under this Term Note, and the information so recorded
TEXT MARKED BY [* * *] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 4 TO RESIDUAL PURCHASE AGREEMENTResidual Purchase Agreement • March 28th, 2012 • Calpian, Inc. • Services-business services, nec
This Amendment No. 4 to Residual Purchase Agreement (this “Amendment”), dated February 22, 2012 (“Effective Date”), is between Calpian, Inc., a Texas corporation (“Purchaser”), and Cooper and Schifrin, LLC, an Ohio limited liability company (“Seller”) and amends that certain Residual Purchase Agreement between Purchaser and Seller dated December 31, 2010 as amended by Amendment No. 1 thereto dated January 25, 2011 and as amended by Amendment No. 2 thereto dated July 29, 2011 and as amended by Amendment No. 3 dated November 11, 2011 (as previously amended, the “Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Agreement.
