AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG EXCEL CORPORATION ECB ACQUISITION CORP. and EXCEL BUSINESS SOLUTIONS, INC. Dated as of January 14, 2013Agreement of Merger and Plan of Reorganization • January 18th, 2013 • Excel Corp • Patent owners & lessors • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on January 14, 2013, by and among Excel Corporation, a Delaware corporation (“Parent”), ECB Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Excel Business Solutions, Inc., a Delaware corporation (the “Company”).
SHARE REDEMPTION AGREEMENTShare Redemption Agreement • November 26th, 2012 • Excel Corp • Patent owners & lessors • New York
THIS SHARE REDEMPTION AGREEMENT (the "Agreement") is made and entered into effective August __, 2012, by and among XLFashions, Inc. a Delaware corporation ("XLFashions"), and the shareholder of XLFashions listed on Schedule A hereto (the "Shareholder").
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2017 • Excel Corp • Patent owners & lessors • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) with an effective date of August 30, 2017 (the “Effective Date”) and dated August 28, 2017 (the “Execution Date”), is by and between Excel Corporation., a Delaware corporation (together with its subsidiaries, the “Company”), and Joni R. Floyd, an individual residing in Erie, Colorado (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2017 • Excel Corp • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) with an effective date of June 4, 2017 (the “Effective Date”) and dated June 4, 2017 (the “Execution Date”), is by and between Excel Corporation., a Delaware corporation (together with its subsidiaries, the “Company”), and Karl Power, an individual residing in Woodside, California (the “Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2016 • Excel Corp • Patent owners & lessors • New York
This Loan and Security Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 2, 2016 among (1) GACP Finance Co., LLC, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), (2) the lenders from time to time party hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”) (3) Excel Corporation, a Delaware corporation, as borrower (“Borrower”), and (4) the parties joined hereto from time to time as Guarantors (as defined herein). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2013 • Excel Corp • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 14th day of January, 2013, by and between EXCEL CORPORATION., a Delaware corporation located at 595 Madison Avenue, Suite 1101, New York, NY 10018 (the “Corporation”), and DAVID POPKIN, an individual residing at 49 W 73rd Street, 4B, New York, NY 10023 (the “Executive”), under the following circumstances:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 7th, 2011 • Excel Corp • Patent owners & lessors • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 7th day of July, 2011, by and among Excel Corporation., a Delaware corporation (the “Company”), having an address at 1384 Broadway, New York, New York 10018, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third Avenue 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in the Prospectus contained in that certain Registration Statement, dated July 7, 2011, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Prospectus”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2014 • Excel Corp • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this ___ day of _____________ 2014, by and between Payprotec Oregon, LLC d/b/a Securus Payments, a limited liability company organized under the laws of the State of Oregon with an address located at 7724 SE Aspen Summit Drive, Suite 300, Portland, OR 97266 (the “Company”), and ___________________(the “Executive”) (Each of Company and Executive shall sometimes be referred to herein as a “Party and collectively as “the Parties”).
PURCHASE PRICE ADJUSTMENT AGREEMENTPurchase Price Adjustment Agreement • April 13th, 2016 • Excel Corp • Patent owners & lessors
This Purchase Price Adjustment Agreement (the "Agreement") is entered into this 12th day of April 2016, by and between Calpian, Inc., a Texas corporation (“Calpian” or the “Company”), Calpian Commerce Inc. and Calpian Residual Acquisition LLC (collectively “Sellers”) and Excel Corporation (“Excel”) and Excel’s wholly-owned subsidiary, eVance Processing, Inc. (“eVance”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 13th, 2013 • Excel Corp • Patent owners & lessors • New York
This Management Services Agreement (this “Agreement”) is made this 7th of June, 2013 by and among Excel Business Solutions, Inc., a Delaware corporation with offices at 595 Madison Ave, Suite 1101, New York, New York 10022 (“Excel”), on the one hand, and Tribul Merchant Services, LLC, Tribul, LLC, Tribul Cash, LLC, Tribul of America, LLC and Second Source Funding LLC, each a New York limited liability company with offices at 262a Albany Street, Brooklyn, New York 11213 (collectively, “Tribul Entities”), on the other hand.
CONSENT TO TRANSACTION AND GUARANTY OF PAYMENTTransaction And • April 25th, 2014 • Excel Corp • Patent owners & lessors
THIS GUARANTY OF PAYMENT (this “Guaranty”) is made as of the 21st day of April, 2014, by EXCEL CORP., a Delaware corporation with its offices at ____________________________ (the “Guarantor” or “Excel”) in favor of SHADOW TREE INCOME FUND A LP, a Delaware limited partnership having an address at 8 Hollowtree Road, Briarcliff Manor, New York 10510 (the “Lender”).
MASTER LICENSEMaster License • June 15th, 2011 • Excel Corp • Patent owners & lessors • New York
AGREEMENT dated as of May __, 2011 between Michael Vick, an individual residing at ______________________________________ (hereinafter referred to as "Licensor") and V7 LLC, a Delaware limited liability company, with offices at 1384 Broadway, New York, New York (hereinafter referred to as "Licensee").
LOCK-UP AGREEMENTLock-Up Agreement • January 18th, 2013 • Excel Corp • Patent owners & lessors • New York
The undersigned is either (i) a director, officer or beneficial owner of a minimum of five percent (5%) of the shares of common stock, or securities convertible into or exercisable or exchangeable for common stock, of Excel Corporation, a Delaware corporation (“Parent”), or (ii) a shareholder of Excel Business Solutions, Inc., a Delaware corporation (“EBSI”) that will receive shares of Parent common stock upon consummation of the Merger (as defined below). The undersigned understands that EBSI will merge with a wholly-owned subsidiary of Parent (the “Merger”) and that Parent and EBSI will proceed with the Merger in reliance on this Letter Agreement.
EXCLUSIVE RESELLER AGREEMENTExclusive Reseller Agreement • March 28th, 2014 • Excel Corp • Patent owners & lessors • New York
This Agreement is made and entered into as of this 24th day of March, 2014 by and between TransBlue, LLC, a limited liability company having its principal place of business at 388 Beery Street, Brooklyn New York 11211 ( “TransBlue”), and 420 Solutions Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at 595 Madison Avenue, New York, New York (“Reseller”; Reseller is a wholly owned subsidiary of Excel Corporation (EXCC), a Delaware publicly traded corporation).
LOAN ASSIGNMENT AGREEMENTLoan Assignment Agreement • July 5th, 2012 • Excel Corp • Patent owners & lessors • New York
THIS LOAN ASSIGNMENT AGREEMENT, dated June 25, 2012 by and between XL FASHIONS, INC., a Delaware corporation ("Seller") and SEACOAST HOLDINGS (EFASHION), INC., a Delaware CORPORATION ("Buyer"). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2017 • Excel Corp • Patent owners & lessors
THIS FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 26, 2017, by and among, (1) GACP Finance Co., LLC, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), (2) the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as “Lenders”), (3) Excel Corporation, a Delaware corporation, as borrower (“Borrower”), and (4) the other Persons party hereto.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 7th, 2014 • Excel Corp • Patent owners & lessors • New York
THIS SETTLEMENT AGREEMENT AND RELEASE ("Settlement Agreement'') is hereby entered into as of the last date executed below (the “Effective Date”) by and between:
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2013 • Excel Corp • Patent owners & lessors • New York
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 18th day of November, 2013 (the “Effective Date”), by and between Excel Corporation, a Delaware corporation (the “Company”), and David Popkin (“Executive”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 15th, 2011 • Excel Corp • Patent owners & lessors • New York
This Limited Liability Company Agreement (this “Agreement”) of V7 LLC, a New York limited liability company (the “Company”), dated as of the ____ day of May ___, 2011, is made and entered into by and among Michael Vick an individual residing at _________________________________ (“Vick”), Excel Corporation a Delaware corporation with offices at 1384 Broadway, 17th Floor, New York, New York 10018 (the “Excel”) and Brian Sher an individual residing at ___________________________________________ (“Sher”) (each individually a “Member,” and, collectively, the “Members”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF PAYPROTEC OREGON, LLC AN OREGON LIMITED LIABILITY COMPANY, DOING BUSINESS AS “SECURUS PAYMENTS”Operating Agreement • July 7th, 2014 • Excel Corp • Patent owners & lessors • Oregon
This Second Amended and Restated Operating Agreement (this “Agreement”) is effective as of June 30, 2014, by and among managers Mychol Robirds, Steven Lemma, T.A. Kip Hyde, and Robert Winspear, and its sole Member Excel Corporation (“Member”), and Payprotec Oregon, LLC, an Oregon limited liability company (collectively, the “Parties”).
AgreementAgreement • February 4th, 2016 • Excel Corp • Patent owners & lessors • Texas
This Agreement is entered into on January 29, 2016, but effective as of December 1, 2015, among Excel Corporation (“Excel”), Payprotec Oregon LLC (“Securus”) and SME Funding LLC (“SME”).
ContractSecurities Exchange Agreement • April 25th, 2014 • Excel Corp • Patent owners & lessors • New York
SECURITIES EXCHANGE AGREEMENT, dated as of April 21, 2014, by and among Excel Corporation, a Delaware Corporation (the “Excel”) and E-Cig Ventures, LLC, a Delaware limited liability company (“Member").
Representation AgreementRepresentation Agreement • November 26th, 2012 • Excel Corp • Patent owners & lessors • Ohio
THIS REPRESENTATION AGREEMENT including all exhibits and schedules attached hereto (this “Agreement”) is made this 12th day March of 2012 (the “Effective Date”), by and between Hickory Farms, Inc., 1505 Holland Rd., Maumee, OH 43537 (“PRINCIPAL” herein), and Excel Corporation, 1438 Broadway, New York NY 10018. 17th floor (“AGENT” herein) (each a “Party” and together the “Parties”).
GUARANTEEGuarantee • December 4th, 2015 • Excel Corp • Patent owners & lessors • Texas
GUARANTEE, dated as of November 30, 2015 (this “Guarantee”), but effective 11:59 p.m., New York time, on November 30, 2015, made by Excel Corporation, a Delaware corporation (the “Guarantor” or the “Company”), in favor of each of the lenders signatory hereto (the “Lenders”).
DEFINITIVE PURCHASE AND SALE AGREEMENT Dated as of April 30, 2016 among PAYPROTEC OREGON, LLC d/b/a SECURUS PAYMENTS and CHYP, LLCDefinitive Purchase and Sale Agreement • May 5th, 2016 • Excel Corp • Patent owners & lessors • Oregon
THIS AGREEMENT, dated as of April 30, 2016, by and among Payprotec Oregon, LLC d/b/a Securus Payments, an Oregon limited liability company (the “Company”), and Chyp, LLC an Oregon limited liability company (“Chyp” or “Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2011 • Excel Corp • Patent owners & lessors
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 26th, 2012 • Excel Corp • Patent owners & lessors • New York
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into effective July __, 2012, by and among Excel Corp. a Delaware corporation ("Excel"), XLFashions, Inc., a Delaware corporation ("XLFashions"), and the shareholders of XLFashions listed on Schedule A hereto (collectively, the "Shareholders").
SECURED RESIDUAL LOAN AGREEMENTSecured Residual Loan Agreement • July 7th, 2014 • Excel Corp • Patent owners & lessors • Arizona
Secured Residual Loan Agreement (this “Agreement”), dated as of the Effective Date is entered into by and among Borrower, Lender, and Guarantor.
ContractSecurities Exchange Agreement • April 11th, 2014 • Excel Corp • Patent owners & lessors • New York
AMENDMENT dated as of April 10, 2014 to the Securities Exchange Agreement (the “Exchange Agreement”), dated February 17, 2014, by and among Excel Corporation, Mychol Robirds, Steven Lemma, and Payprotec Oregon, LLC, a copy of which is attached hereto and made a part hereof.
SECURITIES EXCHANGE AGREEMENT dated as of February 17, 2014 among EXCEL CORPORATION and STEVEN LEMMA, MYCHOL ROBIRDS, and PAYPROTEC OREGON, LLC d/b/a SECURUS PAYMENTS, LLCSecurities Exchange Agreement • February 21st, 2014 • Excel Corp • Patent owners & lessors • New York
SECURITIES EXCHANGE AGREEMENT, dated as of February 17, 2014, by and among Excel Corporation, a Delaware Corporation (the “Excel”), Payprotec Oregon, LLC d/b/a Securus Payments, an Oregon limited liability company (the “Company”), Steven Lemma, an individual residing in the state of Oregon (“Lemma”), and Mychol Robirds, an individual residing in the State of Oregon (“Robirds"), For purposes of this Agreement, Lemma and Robirds shall each be referred to individually as a “Member” and collectively as the “Members.”
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 4th, 2015 • Excel Corp • Patent owners & lessors • Texas
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated November 30, 2015, but effective as of 11:59 p.m., New York time, on November 30, 2015, by and among eVance Processing Inc., a Delaware corporation (the “Company”), and the lenders identified on the signature page hereof (such lenders are referred to herein individually and collectively as the “Lender”). All capitalized terms used in this Agreement, but not otherwise defined herein, are given the meanings set forth in the Purchase Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 4th, 2015 • Excel Corp • Patent owners & lessors • 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.”
EXCEL CORPORATIONExcel Corporation • March 22nd, 2016 • Excel Corp • Patent owners & lessors • Delaware
This STOCKHOLDER AGREEMENT (“Agreement”) made as of the 18th day of March, 2016 by and between the undersigned holders (the “Holders”) and Excel Corporation, a Delaware corporation (the “Corporation”), having its principal office at 6363 North State Hwy 161, Suite 310, Irving, Texas 75038.
PROMISSORY NOTEExcel Corp • April 13th, 2016 • Patent owners & lessors • Texas
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2013 • Excel Corp • Patent owners & lessors • New York
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 18th day of November, 2013 (the “Effective Date”), by and between Excel Corporation, a Delaware corporation (the “Company”), and Sean Alcoba (“Executive”).
