GMS Capital Corp. Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • February 8th, 2010 • GMS Capital Corp. • Services-prepackaged software

THIS ESCROW AGREEMENT (this “Agreement”) dated November 13th, 2009 made by and among GMS Capital Corp. and Gilles Poliquin, Attorney. (the “Escrow Agent”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • March 22nd, 2012 • GMS Capital Corp. • Services-prepackaged software • Quebec

THIS LOCK-UP AGREEMENT, dated as of March 16th, 2012, (this “Agreement”), by and among GMS Capital Corp., a corporation incorporated under the laws of Florida (“GMS”), Nacara Montréal Inc. (the “Shareholder”) and Rolland Sauvé Pellerin, Lawyers Inc. (the “Escrow Agent”);

EMPLOYMENT AGREEMENT ENTERED INTO AT MONTREAL ON SEPTEMBER 19TH, 2012
Employment Agreement • September 28th, 2012 • GMS Capital Corp. • Services-prepackaged software • Quebec

BETWEEN: GMS CAPITAL CORP., having its head office at 3055 L’Assomption Blvd., Montreal, Province of Quebec, H1N 2H1, Canada , represented by Mr. Stéphane Solis, Chairman of Board of Directors, duly authorized for the purposes hereof as he so declares;

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG GMS CAPITAL CORP. AND METRATECH RETAIL SYSTEMS, INC. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger • June 16th, 2008 • GMS Capital Corp. • Florida

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Agreement") is made and entered into as of September 19, 2007, by and among GMS Capital Corp., a Florida corporation ("Parent"), and Metratech Retail Systems, Inc., a Canadian federally incorporated company ("Company").

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 16th, 2008 • GMS Capital Corp. • Florida

GMS Capital Corp (the "Company"), desires to sell up to 4,000,000 shares of the Company’s common stock (the “Shares” or the “Common Stock”), each Shares, a Unit (collectively, the ”Units”) at a price of $.20 per Unit. The undersigned ("Subscriber") desires to purchase the number of Units set forth on the signature page of this Agreement (the "Agreement"). Accordingly, the Company and Subscriber agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 22nd, 2012 • GMS Capital Corp. • Services-prepackaged software • Quebec

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of March 2012, by and between Nacara Montréal Inc. (the “Seller”), who is the record and beneficial owner of shares of capital stock of 8012415 Canada Inc., a Canadian Federal corporation, (the “Company”) and GMS Capital Corp., a Florida corporation (the “Purchaser”).

LICENSE AND DISTRIBUTION AGREEMENT
License and Distribution Agreement • March 22nd, 2012 • GMS Capital Corp. • Services-prepackaged software • Quebec

THIS LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 16, 2012 (the “Effective Date”), is by and between, GMS CAPITAL CORP. (hereinafter “GMS”) and 8012415 CANADA INC. (hereinafter “Nacara”).

SERVICES AND SOFTWARE LICENSE AGREEMENT
Services and Software License Agreement • June 16th, 2008 • GMS Capital Corp. • Quebec
STOCK CANCELLATION AGREEMENT
Stock Cancellation Agreement • March 22nd, 2012 • GMS Capital Corp. • Services-prepackaged software • Florida

This Stock Cancellation Agreement (this “Agreement”) is made and entered into on March 20, 2012, by and among GMS Capital Corp., a Florida corporation (the “Company”), and 7776446 Canada Inc. doing business as Cosmera Inc., a Canadian corporation ( the “Stockholder”).

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