RESTRICTED STOCK AGREEMENT WEBXU, INC.Restricted Stock Agreement • June 1st, 2012 • WebXU, Inc. • Services-management consulting services • California
RESTRICTED STOCK AGREEMENT (the “Agreement”) made as of May 23, 2012 (the “Grant Date”), between WebXU, Inc., a Delaware corporation (the “Company”), and AJTJ CAPITAL LLC, a Delaware limited liability company (the “Holder”).
WEBXU, INC. WARRANT TO PURCHASE COMMON STOCKWebXU, Inc. • May 24th, 2012 • Services-management consulting services • Delaware
This certifies that, for value received Breakwater Structured Growth Opportunities Fund, L.P., a Delaware limited partnership, or its permitted transferees and assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Webxu, Inc., a Delaware corporation (the “Company”), One Million (1,000,000) shares of the common stock, $0.001 par value ("Common Stock"), of the Company (the “Warrant Shares”), as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock subject to this Warrant to Purchase Common Stock (the “Warrant”) are subject to adjustment as provided below. This Warrant is issued
Re: Employment Agreement withWebXU, Inc.CST Holding Corp. • July 27th, 2011 • Services-management consulting services • California
On behalf of WebXU, Inc., a Delaware corporation(the “Company”), a Delaware corporation (“WebXU”), I am pleased to offer you employment as CEO of the Companyon the terms and conditions set forth in this letter agreement (this “Agreement”). You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2011 • CST Holding Corp. • Services-management consulting services • Colorado
This Indemnification Agreement (this “Agreement”), made as of July 22, 2011 between CST Holding Corp., a Colorado corporation (the “Company”), and Christine Tedesco. Mrs. Tedesco is referred to as an “Indemnitee” and, sometimes, the “Director”).
EQUIPMENT LEASE LONG TERMEquipment Lease Long Term • September 30th, 2009 • WhistlePig Enterprises Inc • Services-management consulting services • Colorado
LESSOR: NAME AND ADDRESS LESSEE: NAME AND ADDRESS Atoka Coal Labs CST 0il and Gas Corporation 7060 B South Tucson Way 7060 B South Tucson Way Centennial, Co 80112 Centennial, CC 80112
LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • November 16th, 2011 • WebXU, Inc. • Services-management consulting services
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of November 2011, by and among Webxu, Inc., a Delaware corporation (the “Company”), and the undersigned owner of the shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), set forth opposite the undersigned’s name on the signature page of this Agreement.
LOAN AGREEMENTLoan Agreement • March 7th, 2012 • WebXU, Inc. • Services-management consulting services • California
This LOAN AGREEMENT (this "Agreement") is entered into as of March 1, 2012, by and among WEBXU, INC., a Delaware corporation (“Webxu”), each of the following direct or indirect subsidiaries of Webxu (individually, a "Subsidiary" and collectively, the "Subsidiaries"): (i) Bonus Interactive Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Secureaquote, Inc. ("Bonus Interactive"), (ii) Webxu Media, Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Lot6 Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation ("Webxu Media"), and (iii) Lot6 Media, LLC, a California limited liability company and wholly-owned subsidiary of Webxu Media ("Lot6 LLC"), and BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND L.P., a Delaware limited partnership (the "Lender"). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and, individually,
Joint Filing AgreementJoint Filing Agreement • March 25th, 2010 • CST Holding Corp. • Services-management consulting services
SHARE EXCHANGE AGREEMENT BY AND AMONG WEBXU, INC., MTPM HOLDINGS, LLC AND Dated: November 30, 2012 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 11th, 2012 • WebXU, Inc. • Services-management consulting services • California
THIS SHARE EXCHANGE AGREEMENT, dated as of November 30, 2012 (this “Agreement”), by and among WEBXU, INC., a corporation incorporated in the State of Delaware, (“WEBXU”), on the one hand; and M.T. PERFORMANCE MARKETING, INC. (“MT”), a corporation incorporated in the State of Delaware, and MTPM HOLDINGS, LLC (“MTPM”), the MT Shareholder, a corporation incorporated in the State of Delaware, on the other hand. Each of MT, MT Entities and the MT Shareholder is sometimes individually referred to herein as “MT”, a “MT Party,” or collectively as the “MT Parties.” Each of WEBXU and the WEBXU Entities is sometimes individually referred to as a “WEBXU Party” and collectively as the “WEBXU Parties”. Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit A hereto.
FIRST AMENDMENT TO PLEDGE AND GENERAL SECURITY AGREEMENTPledge and General Security Agreement • May 24th, 2012 • WebXU, Inc. • Services-management consulting services • California
THIS FIRST AMENDMENT TO PLEDGE AND GENERAL SECURITY AGREEMENT (this “Amendment”) is made by and among BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Lender”), WEBXU, INC., a Delaware corporation (“Webxu”), and each of the following direct or indirect subsidiaries of Webxu (individually, a “Subsidiary” and collectively, the “Subsidiaries”): (i) Bonus Interactive Inc., a Delaware corporation and wholly owned subsidiary of Webxu formerly known as Secureaquote, Inc. (“Bonus Interactive”), (ii) Webxu Media, Inc., a Delaware corporation and wholly owned subsidiary of Webxu formerly known as Lot6 Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation (“Webxu Media”), and (iii) Lot6 Media, LLC, a California limited liability company and wholly owned subsidiary of Webxu Media (“Lot6 LLC”). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and, ind
SETTLEMENT AGREEMENTSettlement Agreement • May 9th, 2012 • WebXU, Inc. • Services-management consulting services • California
THIS SETTLEMENT AGREEMENT (this "Agreement") is entered into as of January 3, 2012 (the "Effective Date"), by and between Webxu, Inc. a Delaware corporation, and its subsidiary Bonus Interactive, Inc., a Delaware corporation (collectively referred to hereafter as “Webxu”), on the one hand, and Kirkcaldy Group, LLC (“Kirkcaldy”), a Nevada limited liability company, on the other hand.
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • May 24th, 2012 • WebXU, Inc. • Services-management consulting services • California
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment"), dated as of May 18, 2012, by and among WEBXU, INC., a Delaware corporation (“Webxu”), each of the following direct or indirect subsidiaries of Webxu (individually, a "Subsidiary" and collectively, the "Subsidiaries"): (i) Bonus Interactive Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Secureaquote, Inc. ("Bonus Interactive"), (ii) Webxu Media, Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Lot6 Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation ("Webxu Media"), and (iii) Lot6 Media, LLC, a California limited liability company and wholly-owned subsidiary of Webxu Media ("Lot6 LLC"), and BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND L.P., a Delaware limited partnership (the "Lender"). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and, indi
WEBXU, Inc. EMPLOYMENT, CONFIDENTIAL INFORMATION & INVENTION ASSIGNMENT AGREEMENTInvention Assignment Agreement • October 29th, 2012 • WebXU, Inc. • Services-management consulting services • California
This Employment, Confidential Information & Invention Assignment Agreement (the “Agreement”) is made and entered into as of October 1st, 2012 (the “Effective Date”) by and between WEBXU, Inc., a Delaware corporation (the “Company”), and Keith E. Schaefer (“Employee”).
September 1st, 2011 Mr. John Ellis Westlake Village, CA 91362CST Holding Corp. • October 7th, 2011 • Services-management consulting services • California
On behalf of Webxu, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 16th, 2011 • WebXU, Inc. • Services-management consulting services • California
THIS SHARE EXCHANGE AGREEMENT, dated as of November 14, 2011 (this “Agreement”), by and among WEBXU, INC., a corporation incorporated in the State of Delaware (“WEBXU”), on the one hand; and LOT6 MEDIA, INC. (“LOT 6”), a Delaware corporation, and EVOLVED TECHNOLOGY, LLC, a Utah limited liability company, by and through its sole owner RYAN POELMAN, an individual (the “LOT 6 Shareholder”) on the other hand. Each of LOT 6, the LOT 6 Entities and the LOT 6 Shareholder is sometimes individually referred to herein as a “LOT 6 Party,” and collectively as the “LOT 6 Parties.” Each of WEBXU and the WEBXU Entities is sometimes individually referred to as a “WEBXU Party” and collectively as the “WEBXU Parties”. Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit A hereto.
February 10, 2012 Mr. Matt HillWebXU, Inc. • April 9th, 2012 • Services-management consulting services
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2011 • CST Holding Corp. • Services-management consulting services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 15th, 2010, by and between WebXU, Inc., a Delaware corporation (the “Company”), and Jeffrey Aaronson, an individual (the “Employee”).
May 13, 2012 Mr. Ryan Poelman Evolved Technology, LLC PC Global Investments LLC Lehi, UT 84043 Re: Lot6 Media and Thread Point Holding, LLC Dear Mr. Poelman:Share Exchange Agreement • May 16th, 2012 • WebXU, Inc. • Services-management consulting services • California
The purpose of this letter (this “Letter Agreement”) is to set forth our mutual understanding and agreement with respect to the execution of a Second Amendment of the Share Exchange Agreement dated as of the 14th day of November, 2011, as amended December 11, 2011, between the parties (“Share Exchange Agreement”) as well as the material terms and conditions for the acquisition of Thread Point Holding, LLC (and its subsidiaries) (collectively, “Threadpoint”) by Webxu, Inc. Capitalized terms not defined herein have the meanings set forth in the Share Exchange Agreement. The basic terms of our understanding are as follows:
CONFIDENTIALConfidential • January 10th, 2012 • WebXU, Inc. • Services-management consulting services • California
The purpose of this letter (this “Letter Agreement”) is to set forth our preliminary understanding with respect to the terms and conditions of a proposed acquisition (the “Acquisition”) by Webxu, Inc. (“Webxu”) of Threadpoint, LLC and its affiliated company Managed Media Group, LLC (collectively referred to as, the “Company”, and insofar as their operations are concerned, collectively the “Business”).The Company is at times referred to individually as a “Seller Party” and collectively as the “Seller Parties.” The Seller Party and Webxu are at times referred to collectively as the “Parties” or individually as a “Party.” Capitalized terms not defined herein shall have the meanings assigned to such terms in the term sheet attached hereto as Exhibit A (the “Term Sheet”).
SHARE EXCHANGE AGREEMENT BY AND AMONG WHISTLEPIG ENTERPRISES, INC., CST OIL & GAS CORPORATION, AND THE SHAREHOLDERS OF CST OIL & GAS CORPORATIONShare Exchange Agreement • September 30th, 2009 • WhistlePig Enterprises Inc • Services-management consulting services • Colorado
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of September 30, 2009, by and among WHISTLEPIG ENTERPRISES, INC., a Colorado corporation ("WPIG"), CST OIL & GAS CORPORATION (CST hereinafter jointly referred to as the “CST”), and the Shareholders of the CST (the “Shareholders”), who hereby agree as follows.
Lock-Up/Leak-Out AgreementLeak-Out Agreement • December 11th, 2012 • WebXU, Inc. • Services-management consulting services
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of November30,2012, by and among Webxu, Inc., a Delaware corporation (the “Company”), and the undersigned owner of the shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), set forth opposite the undersigned’s name on the signature page of this Agreement.
ASSET PURCHASE AGREEMENT Dated as of April 30, 2013 Between WEBXU, INC., And BARNONE, INC.Asset Purchase Agreement • May 8th, 2013 • WebXU, Inc. • Services-management consulting services • California
This Asset Purchase Agreement dated as of April 30, 2013 (as amended or otherwise modified, the “Agreement”) is between Webxu, Inc., a Delaware corporation (the “Buyer”) and Bar None, Inc., a Delaware corporation (the “Company” or the “Seller”).
April 27, 2012 Mr. John EllisWebXU, Inc. • May 2nd, 2012 • Services-management consulting services
PLEDGE AGREEMENTPledge Agreement • July 27th, 2011 • CST Holding Corp. • Services-management consulting services • California
THIS PLEDGE AGREEMENT is dated as of May 24, 2011 (“Agreement”), between the pledgors listed on Schedule A of this Agreement (the “Pledgors”), the Purchasers (defined below), and the purchaser representative named on the signature page hereof (“Purchaser Representative”).
ACQUISITION AGREEMENTAcquisition Agreement • July 27th, 2011 • CST Holding Corp. • Services-management consulting services • Colorado
THIS ACQUISITION AGREEMENT is entered into as of the 22nd day of July, 2011, by and between STEVE AND CHRISTINE TEDESCO, both Colorado residents, (hereinafter collectively "Acquirer"); and CST HOLDING CORP., a Colorado corporation (hereinafter collectively referred to as "CST").
LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • May 8th, 2013 • WebXU, Inc. • Services-management consulting services
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of April 2013, (“Effective Date”) by and among Webxu, Inc., a Delaware corporation (the “Company”), and the undersigned owner of the shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), set forth opposite the undersigned’s name on the signature page of this Agreement.
February 10, 2012 Mr. Jeffrey Aaronson Las Vegas, NV 89131WebXU, Inc. • March 27th, 2012 • Services-management consulting services • California
On behalf of Webxu, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the new terms and conditions of your employment with the Company and modifies the terms of the Employment Agreement entered into as of November 15, 2010 between you and the Company (“Employment Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 8th, 2013 • WebXU, Inc. • Services-management consulting services • California
This Asset Purchase Agreement dated as of May 1, 2013 (as amended or otherwise modified, the “Agreement”) is between Webxu, Inc., a Delaware corporation (the “Buyer”) and Bar None, Inc., a Delaware corporation (the “Company” or the “Seller”).
AGREEMENT AND PLAN OF MERGER among CST HOLDING CORP. CST ACQUISITION CORP. and WEBXU, INC. July 22, 2011Agreement and Plan of Merger • July 27th, 2011 • CST Holding Corp. • Services-management consulting services • Colorado
THIS AGREEMENT AND PLAN OF MERGER is made and entered into on July 22, 2011, by and among CST HOLDING CORP., a Colorado corporation (“Parent”), CST ACQUISITION CORP., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and WEBXU, INC., a Delaware corporation (the “Company”).
MANAGEMENT AGREEMENTManagement Agreement • June 1st, 2012 • WebXU, Inc. • Services-management consulting services • California
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 23, 2012 (“Effective Date”), by and between WebXU, Inc., a Delaware corporation (the “Company”), AJTJ CAPITAL LLC, a Delaware limited liability company (the “Manager”).
PLEDGE AND GENERAL SECURITY AGREEMENTPledge and General Security Agreement • March 7th, 2012 • WebXU, Inc. • Services-management consulting services • California
This Pledge and General Security Agreement ("Agreement") is entered into as of March 1, 2012, by and among BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND, L.P., a Delaware limited partnership ("Lender"), WEBXU, INC., a Delaware corporation (“Webxu”), and each of the following direct or indirect subsidiaries of Webxu (individually, a "Subsidiary" and collectively, the "Subsidiaries"): (i) Bonus Interactive Inc., a Delaware corporation and wholly owned subsidiary of Webxu formerly known as Secureaquote, Inc. ("Bonus Interactive"), (ii) Webxu Media, Inc., a Delaware corporation and wholly owned subsidiary of Webxu formerly known as Lot6 Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation ("Webxu Media"), and (iii) Lot6 Media, LLC, a California limited liability company and wholly owned subsidiary of Webxu Media ("Lot6 LLC"). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and
