SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2014 • Vaporin, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________ __, 2014, between Vaporin, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractVaporin, Inc. • April 8th, 2014 • Retail-eating places
On January 24, 2014, Vaporin, Inc. (formerly known as Valor Gold Corp.) (the “Company”) entered into a Share Exchange Agreement with Vaporin Florida, Inc. (“Vaporin Florida”). Pursuant to the Agreement, all of the issued and outstanding common stock of Vaporin Florida were exchanged for an aggregate of 35 million shares of the Company’s common stock. Additionally, 1,000 shares of Vaporin Florida’s Series A Preferred Stock was exchanged for 100,000 shares of Series C Preferred Stock. The completion of the Share Exchange resulted in a change of control. The Share Exchange was accounted for as a reverse acquisition and re-capitalization, whereas Vaporin Florida is deemed the accounting acquirer and Vaporin, Inc. the legal acquirer.
VALOR GOLD CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • Delaware
This Director and Officer Indemnification Agreement, dated as of _______ (this “Agreement”), is made by and between Valor Gold Corp., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 29th, 2014 • Valor Gold Corp. • Retail-eating places • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January [__], 2014, is by and among Valor Gold Corp., a Delaware corporation (the “Parent”), Vaporin Florida, Inc., a Florida corporation (the “Company”), the shareholders of the Company (the “Common Shareholders”), the holders of the Company's Series A Preferred Stock (the "Preferred Shareholders") and the holders of outstanding debt of the Company (the “Debt Holders, and, collectively with the Common Shareholders and the Preferred Shareholders, the “Shareholders” and each a “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2012, is made by and between Valor Gold Corp., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2014 • Vaporin, Inc. • Retail-eating places • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of August 29th, 2014 (the “Effective Date”), between Vaporin, Inc., a Delaware corporation (the “Company”), and Steve Cantrell (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2014 • Valor Gold Corp. • Retail-eating places • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) of Valor Gold Corp. (the “Company”). The Company is conducting a private placement (the “Offering”) of [____] its securities at a purchase price of Ten Cents ($0.10) per share (the “Purchase Price”). Each Subscriber shall have the option to elect to purchase either (i) shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share or (ii) at the election of any purchaser who would, as a result of purchase of the shares of Common Stock become a beneficial owner of five (5%) percent or greater of the outstanding Common Stock of the Company, shares of the Company’s newly designated Series B Preferred Stock, par value $0.0001 per share, which is convertible into one (1) share of Common Stock, with such rights and designations as set forth in the form of Certificate of Designation, attached hereto as Exhibit A, (the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2014 • Valor Gold Corp. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January [__], 2014, between Valor Gold Corp., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2014 • Vaporin, Inc. • Retail-eating places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ____ day of __________, 2014 by and among Vaporin, Inc., a Delaware corporation (the “Company”), and _______________ (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2010 • Felafel Corp • New York
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 24, 2012, by Valor Gold Corp., a Delaware corporation (“Assignor”), and Felafel Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2014 • Vaporin, Inc. • Retail-eating places • Florida
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 17, 2014, by and between Vaporin, Inc., a Delaware corporation (the “Target”), and Vapor Corp., a Delaware corporation (the “Acquirer”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
ContractVaporin, Inc. • January 26th, 2015 • Retail-eating places
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
LOCK-UP AGREEMENTLock-Up Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Valor Gold Corp., a Delaware corporation (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF EMAGINE THE VAPE STORE, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • December 18th, 2014 • Vaporin, Inc. • Retail-eating places
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is effective as of the 24th day of November, 2014 (the “Effective Date”), by the Persons executing and delivering this Agreement as Members and Manager.
Interactive Investors Consulting AgreementInteractive Investors Consulting Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
This consulting Agreement (the “Agreement”) is made and entered into effective the 24th day of May, 2012 by and between Interactive Investors, Inc. (the “Consultant”, with its principal place of business at 3736 Bee Caves Road, Suite 4-105, Austin, TX 78746 and Valor Gold Corp. (the “Client”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2014 • Vaporin, Inc. • Retail-eating places • Florida
ContractVaporin, Inc. • December 12th, 2014 • Retail-eating places
THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
SECURED LINE OF CREDIT AGREEMENTSecured Line of Credit Agreement • December 12th, 2014 • Vaporin, Inc. • Retail-eating places • Florida
THIS SECURED LINE OF CREDIT AGREEMENT, dated as of December 1, 2014 (this “Agreement”), among Emagine the Vape Stores, LLC, a Delaware limited liability company (the “Company” or the “Debtor”), and the holders of the Company’s 12% Secured Notes in an amount up to $3,000,000 (collectively, the “Notes”) who are parties signatory hereto, their endorsees, transferees and assigns (collectively, the “Holders”), and Michael Brauser, as secured party collateral agent (the “Agent”) for the Holders.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 30th, 2014 • Vaporin, Inc. • Retail-eating places • Delaware
This Restricted Stock Unit Agreement (this “Agreement”), entered into as of May 30, 2014 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by Vaporin, Inc., a Delaware corporation (the “Company”), to ________ (the “Recipient”) under the 2014 Equity Incentive Plan (the “Plan”).
LOCK-UP AGREEMENTLock-Up Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Valor Gold Corp., a Delaware corporation (the “Company”). The undersigned acknowledges that he, along with certain other individuals, purchased registered shares of the Company (each such purchaser, a “Lockup Holder” and, collectively, the “Lockup Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2015 • Vaporin, Inc. • Retail-eating places • Florida
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) entered into as of this __ day of January, 2015 (the “Effective Date”) by and between the parties on the signature page to this Agreement (each, a “Purchaser”), Vaporin, Inc., a Delaware corporation (“VAPO”) and Vapor Corp., a Delaware corporation. (“Vapor”), solely to the extent provided in Sections 2, 3, 6, 7 and 8 (collectively, the Purchaser, VAPO and Vapor are the “Parties”).
Arttor Gold LLC Assignment of LLC Membership InterestValor Gold Corp. • May 31st, 2012 • Retail-eating places • New York
THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”), is made as, of this May 23, 2012 (the “Effective Date”), by and between Pershing Gold Corporation, a Nevada corporation having an address at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401 (the “Assignor”), and Red Battle Corp., a Delaware corporation having an address at ____, and a wholly owned subsidiary of Assignor (the “Assignee”).
Recording Requested by: WHEN RECORDED MAIL TO:Valor Gold Corp. • May 31st, 2012 • Retail-eating places
THIS ROYALTY DEED (“Deed”) is made and entered into this 24th day of May, 2012, by and between Arthur Leger, an individual (“Leger”), whose address is 2338 Sunrise Drive, Reno, Nevada 89509, and Pershing Royalty Company, a Delaware corporation (“Pershing Royalty”), whose address is 1656 Cole Blvd., Building 6, Suite 210, Lakewood, Colorado 80401.
AGREEMENT AND PLAN OF MERGER by and among VALOR GOLD CORP., VALOR GOLD ACQUISITION CORP. RED BATTLE CORP. PERSHING GOLD CORPORATION Dated as of May 24, 2012Agreement and Plan of Merger • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
This Agreement and Plan of Merger is entered into as of May 24, 2012, by and among VALOR GOLD CORP., a Delaware corporation (“Parent”); VALOR GOLD ACQUISITION CORP. a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”); RED BATTLE CORP., a Delaware corporation (the “Company”); and PERSHING GOLD CORPORATION, a Nevada corporation and the holder of all of the capital stock of the Company (the “Stockholder”) Parent, Buyer, Company and the Stockholder are each a “party” and together are “parties” to this Agreement.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • March 29th, 2011 • Felafel Corp • Retail-eating places • New Jersey
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this __ day of March, 2011, by and between Felafel Corp., a Delaware corporation (the “Company”), having an address c/o Idan Karako 27 Bet Hillel Street, Unit 18 Tel Aviv Israel 67017, and Anslow + Jaclin LLP 195 Route 9 South, Manalapan, NJ 07726 (the “Escrow Agent”).
TERMINATION OF MINING CLAIM LEASESTermination of Mining • July 23rd, 2013 • Valor Gold Corp. • Retail-eating places
This Termination is made as of the 24th day of June, 2013, by and among Valor Gold Corp., a Nevada corporation (“Valor”), Arttor Gold LLC, a Nevada limited liability company and indirect wholly-owned subsidiary of Valor (“Arttor” or “Lessee”), Arthur Leger (“Leger”) and F.R.O.G. Consulting, LLC (“Lessor” and, collectively with Arttor and Valor, “the Parties”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2014 • Vaporin, Inc. • Retail-eating places • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 29, 2014 by and among Vaporin, Inc., a Delaware corporation (“Vaporin”), Vaporin Acquisitions, Inc., a Florida corporation and wholly-owned subsidiary of Vaporin (the “Acquiring Sub”), The Vape Store, Inc., a Florida corporation (the “Target”) and Steve and Christy Cantrell, jointly and severally (the “Target Shareholders”), with respect to the following facts:
Noble Effort Gold LLC Assignment of LLC Membership InterestValor Gold Corp. • May 31st, 2012 • Retail-eating places • New York
THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”), is made as, of this May 23, 2012 (the “Effective Date”), by and between Pershing Gold Corporation, a Nevada corporation having an address at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401 (the “Assignor”), and Red Battle Corp., a Delaware corporation having an address at ____, and a wholly owned subsidiary of Assignor (the “Assignee”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
THIS STOCK SUBSCRIPTION AGREEMENT, dated as of May 22, 2012, is entered into by and between RED BATTLE CORP., a Delaware corporation (the “Corporation”), and PERSHING GOLD CORPORATION, a Nevada corporation (the “Subscriber”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made this 24th day of May 2012 by Pershing Gold Corporation, formerly Sagebrush Gold Ltd. (“Pershing”) and Arttor Gold LLC, a wholly owned subsidiary of Pershing (“Arttor Gold” and, together with Pershing, the “Assignors”), to Noble Effort Gold, another wholly owned subsidiary of Pershing (“Assignee”).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2012 • Valor Gold Corp. • Retail-eating places
This Amendment to Subscription Agreement (this “Amendment”) is dated as of November 7, 2012, between Valor Gold Corp., a Delaware corporation (the “Company”), and each of the subscribers identified on the signature pages to the Subscription Agreement by and between the Company and each Subscriber thereto, dated on or prior to the date hereof (the “Subscription Agreement”) (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers” and together with the Company, the “Parties”)).
