SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2013 • Freeze Tag, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 29, 2013, by and between FREEZE TAG, INC., a DELAWARE corporation, with headquarters located at 228 W. MAIN STREET 2ND FLOOR, TUSTIN, CA 92780 (the “Company”), and HANOVER HOLDINGS I, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 16th, 2015 • Freeze Tag, Inc. • Services-prepackaged software
This Amendment ("Amendment") is made this 15th day of October, 2015, by and between Freeze Tag, Inc., a Delaware corporation ("Borrower"), on the one hand, and an Accredited Investor (the "Lender"), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 20, 2013, and entered into by and between the Parties (the "Note"). Borrower and Lender each shall be referred to herein as a "Party" and collectively as the "Parties". In the event the terms of the Note and this Amendment conflict, the terms of this Amendment control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.
SECURITIES EXCHANGE AND SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock • July 31st, 2017 • Freeze Tag, Inc. • Services-prepackaged software • California
This Securities Exchange and Series A Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 25th day of July, 2017 (the “Effective Date”) by and between Freeze Tag, Inc., a Delaware corporation (the “Company”), and Accredited Investor #3, a Nevada limited liability company (the “Holder”). The Company and Holder shall each be referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEFreeze Tag, Inc. • March 30th, 2012 • Services-prepackaged software • New York
This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of March 14, 2012, by Freeze Tag, Inc., a Delaware corporation (the "Maker"); and Asher Enterprises, Inc, a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated December 6, 2011 between those parties (the "Note").
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 30th, 2012 • Freeze Tag, Inc. • Services-prepackaged software • New York
This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of March 14, 2012, by Freeze Tag, Inc., a Delaware corporation (the "Maker"); and Asher Enterprises, Inc, a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated July 21, 2011 between those parties (the "Note").
TECHNOLOGY TRANSFER AGREEMENT BETWEEN FREEZE TAG, INC. AND __________________ DATED AS OF 22 JUNE 2011Technology Transfer Agreement • August 15th, 2011 • Freeze Tag, Inc. • Services-prepackaged software
This TECHNOLOGY TRANSFER AGREEMENT (this “Agreement”), dated as of June 22, 2011 (the “Closing Date”), between __________________(“DEVELOPER”), and FREEZE TAG, INC. (“Freeze Tag”), a Delaware corporation.
AMENDMENT NO. 2 TO PROMISSORY NOTEPromissory Note • July 31st, 2017 • Freeze Tag, Inc. • Services-prepackaged software
This Amendment No. 2 (“Amendment No. 2”) is made this 25th day of July, 2017, by and between Freeze Tag, Inc., a Delaware corporation (the “Borrower”), and on the one hand; and Craig Holland, an individual (the “Lender”), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 31, 2013, as amended on October 15, 2015 (the “October Amendment”) and as extended by agreement dated December 31, 2016, and entered into by and between the parties (the “Note”). Borrower and Lender shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the Note, the October Amendment, and this Amendment No. 2 conflict, the terms of this Amendment No. 2 control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.
CONSULTING AND CO-DEVELOPMENT AGREEMENTDevelopment Agreement • May 15th, 2015 • Freeze Tag, Inc. • Services-prepackaged software • New Brunswick
Gogii Games Corp., a corporation incorporated under the laws of the Province of New Brunswick (Canada) and having its registered office at 713 Main Street, 3rd Floor, Moncton, NB, Canada E1C 1E3 (hereinafter “Gogii”)
SECURITIES EXCHANGE AND SERIES A PREFERRED STOCK PURCHASE AGREEMENTSecurities Exchange and Series a Preferred Stock • July 31st, 2017 • Freeze Tag, Inc. • Services-prepackaged software • California
This Securities Exchange and Series A Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 25th day of July 2017 (the “Effective Date”) by and between Freeze Tag, Inc., a Delaware corporation (the “Company”), and Accredited Investor #1 /Accredited Investor #2, a Nevada corporation (the “Holder”). The Company and Holder shall each be referred to as a “Party” and collectively as the “Parties.”
NOTE AND WARRANT CONVERSION AGREEMENTNote and Warrant Conversion Agreement • August 16th, 2010 • Freeze Tag, Inc. • California
This NOTE AND WARRANT CONVERSION AGREEMENT (this “Agreement”) is entered into effective as of October 15, 2009 (the “Effective Date”) by and between ____________________, a(n) ______________ (the “Creditor”) and Freeze Tag, Inc., a Delaware corporation (the “Company”).
To: Freeze Tag, Inc. 18062 Irvine Blvd., Suite 103 Tustin, Ca 92780Licensing Agreement • November 14th, 2016 • Freeze Tag, Inc. • Services-prepackaged software
LICENSE AGREEMENTLicense Agreement • November 14th, 2016 • Freeze Tag, Inc. • Services-prepackaged software • California
This License Agreement (“Agreement”) is entered into effective as of September 28, 2016 (the “Effective Date”), by and between Munzee Inc. (“Licensor”), a Delaware corporation with its principal offices located at 111 E. Virginia Street, McKinney, Texas 75069, and Freeze Tag, Inc., a Delaware corporation (“Licensee”) with its principal offices located at 18062 Irvine Blvd. Suite 103, Tustin, CA 92780.
FREEZE TAG, INC. OPTION GRANT AGREEMENTNon-Qualified Stock Option Plan • December 6th, 2017 • Freeze Tag, Inc. • Services-prepackaged software
THIS NONQUALIFIED STOCK OPTION (this “Option”) is granted this _____ day of ______________, 201[_], by Freeze Tag, Inc., a Delaware corporation (the “Company”), pursuant to a resolution of the Board of Directors of the Company, under the terms of the Freeze Tag, Inc. 2017 Non-Qualified Stock Option Plan (the “Stock Option Plan”) to __________________________ (“Optionee”).
Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc.Sponsorship Agreement • April 11th, 2018 • Freeze Tag, Inc. • Services-prepackaged software • Virginia
This Agreement ("Agreement") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation ("Company"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. ("Association"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a “Party” or collectively as the “Parties.”
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • July 31st, 2017 • Freeze Tag, Inc. • Services-prepackaged software
This Amendment No. 1 (“Amendment No. 1”) is made this 25th day of July, 2017, by and between Freeze Tag, Inc., a Delaware corporation (the “Borrower”), and on the one hand; and [Lender], an individual (the “Lender”), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 31, 2013, as extended by agreement dated December 31, 2016, and entered into by and between the parties (the “Note”). Borrower and Lender shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the Note and this Amendment No. 1 conflict, the terms of this Amendment No. 1 control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.
ASSIGNMENT AGREEMENTAssignment Agreement • February 4th, 2013 • Freeze Tag, Inc. • Services-prepackaged software • New York
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is made effective as of the 29th day of January, 2013, by and among Robert B. Cowdell (the “Assignor”); Magna Group, LLC (the “Assignee”) and Freeze Tag, Inc. (the “Company”).
SECURITIES EXCHANGE AND COMMON STOCK PURCHASE AGREEMENTSecurities Exchange and Common Stock • July 31st, 2017 • Freeze Tag, Inc. • Services-prepackaged software • California
This Securities Exchange and Common Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 25th day of July, 2017 (the “Effective Date”) by and between Freeze Tag, Inc., a Delaware corporation (the “Company”), and [Holder], an individual (the “Holder”). The Company and Holder shall each be referred to as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 31st, 2017 • Freeze Tag, Inc. • Services-prepackaged software • California
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of July 26, 2017 among Munzee, Inc., a Delaware corporation, which has a mailing address at 1720 Bray Central Drive, McKinney, Texas 75069 (“Munzee” or the “Seller”), the owners of all of Munzee’s common stock listed on Exhibit A (collectively, the “Munzee Owners”), and Freeze Tag, Inc., a Delaware corporation (the “Buyer” or “Company”). Each of Seller, the Munzee Owners, and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Amendment #1Freeze Tag, Inc. • March 31st, 2017 • Services-prepackaged software
The Convertible Promissory Note between Freeze Tag, Inc. (the “Borrower”) and Accredited Investor (the “Lender”), executed and effective on April 7, 2016 (the “Note”) had a Principal Sum of $500,000.
FREEZE TAG / TIC TOC STUDIOS MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • May 15th, 2015 • Freeze Tag, Inc. • Services-prepackaged software • California
This Development Agreement (“Agreement”) is entered into and effective as of February 18, 2015 (the “Effective Date”) by and between Freeze Tag, Inc., (“Freeze Tag”) a Delaware Corporation, having its principal place of business at 18062 Irvine Blvd., Suite 103, Tustin, CA 92780 and TIC TOC STUDIOS, LLC. (“DEVELOPER”), a California LLC, having a principal place of business at 11240 Magnolia Blvd, Ste. #204 North Hollywood, CA 91601.
Loan AgreementLoan Agreement • November 7th, 2012 • Freeze Tag, Inc. • Services-prepackaged software • California
This Loan Agreement (this "Agreement") is made as of November 1, 2012, by and between the Holland Family Trust, a California Trust located in the State of California ("Lender") and Freeze Tag, Inc., a Delaware Corporation ("Borrower").
FREEZE TAG, INC. FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 30th, 2012 • Freeze Tag, Inc. • Services-prepackaged software
This First Amendment to Convertible Promissory Note (this "Amendment") is entered into this 16th day of March, 2012, by and between Freeze Tag, Inc., a Delaware corporation (the "Company") and The Lebrecht Group, APLC, a Utah corporation (the "Holder"). Each of Company and Holder may be referred to as a "Party" and collectively as the "Parties."
STOCK OPTION CONVERSION AGREEMENTStock Option Conversion Agreement • August 16th, 2010 • Freeze Tag, Inc. • California
This STOCK OPTION CONVERSION AGREEMENT (this “Agreement”) is entered into effective as of October 15, 2009 (the “Effective Date”) by and between ____________________, a(n) ______________ (the “Holder”) and Freeze Tag, Inc., a Delaware corporation (the “Company”).
