Aviana, Corp. Sample Contracts

Staffing Group, Ltd. – SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$3,000,000 BY AND BETWEEN THE STAFFING GROUP LTD., as Borrower, STAFF FUND I, LLC, as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender Dated as of March 31, 2016 Effective as of April 5, 2016 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (April 7th, 2016)

This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of March 31, 2016, and made effective as of April 5, 2016 (the “Effective Date”), is executed by and among: (i) THE STAFFING GROUP LTD., a corporation incorporated under the laws of the State of Nevada (the “Borrower”); (ii) STAFF FUND I, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 10.18 hereof, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”); and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).

Staffing Group, Ltd. – AGREEMENT FOR PURCHASE AND SALE OF ASSETS (April 7th, 2016)

This Agreement for Purchase and Sale of Assets (the “Agreement”), dated effective as of April 1, 2016 (the “Effective Date”), is by and among Labor SMART, INC., a Nevada corporation whose mailing address is 3270 Florence Road, Suite 200, Powder Springs, Georgia 30127 (“Seller”) and THE STAFFING GROUP, LTD., a Nevada corporation whose mailing address is 125 Townpark Drive, Suite 300, Kennesaw Ga 30144, or its assigns (“Buyer”); and Ryan Schadel, whose home address is 2815 Aquitania Lane, Cumming, Georgia 30040 (“Schadel”).

Staffing Group, Ltd. – SENIOR SECURED REVOLVING CONVERTIBLE PROMISSORY NOTE (April 7th, 2016)

FOR VALUE RECEIVED, THE STAFFING GROUP LTD., a corporation incorporated under the laws of the State of Nevada, whose address is 3773 Howard Hughes Parkway, Suite 500S, Las Vegas, Nevada 89169 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on or before the six (6) month anniversary of the Effective Date or such later date as agreed upon after the date hereof in a signed writing by the Lender (the “Revolving Loan Maturity Date”), the lesser of: (i) One Million Three Hundred Thousand and No/100 United States Dollars (US$1,300,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain Senior Secured Revolving Credit Facility Agreement, dated as of March 31, 2016 and effective as of April 5, 2016, executed by and among the Borrower, as borrower, an additional Credit Party, as guarantor

Staffing Group, Ltd. – STOCK PURCHASE AGREEMENT (December 31st, 2015)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2015, is made by and between The Staffing Group Ltd., a Nevada corporation (“Seller”), and Pour Les Enfant LLC., a Louisiana corporation (the “Buyer”).

Staffing Group, Ltd. – Contract (December 23rd, 2015)

THIS AGREEMENT (the “Agreement”) is made and entered into effective as of December 21, 2015 (the “Effective Date”), by and between Labor SMART, Inc., a Nevada Corporation (the “Licensor”), and The Staffing Group, Ltd., a Nevada Corporation (the “Licensee”).

Staffing Group, Ltd. – CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Staffing Group, Ltd. – SECURITIES PURCHASE AGREEMENT (December 22nd, 2015)

This Securities Purchase Agreement (the “Agreement”), is entered into as of December 18, 2015 by and between The Staffing Group, Ltd., a Nevada corporation, with headquarters located 400 Poydras Street, Suite 1165, New Orleans, Louisiana 70130 (the “Company”), and Labor Smart, Inc., a Nevada corporation with its address at 3270 Florence Road, Suite 200, Powder Springs, Georgia 30127 (the “Buyer”).

Staffing Group, Ltd. – EmployUS, Ltd. (May 8th, 2014)

On January 22, 2014, The Staffing Group, Ltd. (“TSGL”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with EmployUS Ltd., a Nevada corporation ( the “Company”), all of the stockholders of the Company (the “EmployUS Shareholders”), and TSGL’s controlling stockholders, upon which the agreement closed on February 14, 2014.  Pursuant to the terms and conditions of the final, fully executed Exchange Agreement, and upon the consummation of the closing:

Staffing Group, Ltd. – EMPLOYUS, LTD. f/k/a EMPLOYUS, LLC FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 EMPLOYUS, LTD. f/k/a EMPLOYUS, LLC (May 8th, 2014)

We have audited the accompanying balance sheets of EmployUS, Ltd. f/k/a EmployUS, LLC (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Staffing Group, Ltd. – EmployUS Ltd. f/k/a EmployUS, LLC CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2013 AND 2012 (UNAUDITED) EmployUS Ltd. f/k/a EmployUS, LLC (February 14th, 2014)
Staffing Group, Ltd. – EmployUS Ltd. f/k/a EmployUS, LLC FINANCIAL STATEMENTS DECEMBER 31, 2012 AND 2011 EmployUS Ltd. f/k/a EmployUS, LLC (February 14th, 2014)

We have audited the accompanying balance sheets of EmployUS Ltd. f/k/a EmployUS, LLC (the “Company”) as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Staffing Group, Ltd. – SHARE EXCHANGE AGREEMENT (February 14th, 2014)

SHARE EXCHANGE AGREEMENT, dated as of February 14, 2014 (this “Agreement”) by and EmployUS Ltd., a Nevada corporation (“EmployUS”), the stockholders of EmployUS set forth on Schedule I hereto (the “EmployUS Shareholders”), The Staffing Group Ltd., a Nevada corporation (“Staffing”), and the stockholders of Staffing set forth on Schedule II hereto (the “Staffing Controlling Stockholder[s]”).

Staffing Group, Ltd. – EmployUS Ltd. Pro Forma Condensed Combined Financial Statements (Unaudited) (February 14th, 2014)

On January 22, 2014, The Staffing Group Ltd. (“TSGL”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with EmployUS Ltd., a Nevada corporation ( the “Company”), all of the stockholders of the Company (the “EmployUS Shareholders”), and TSGL’s controlling stockholders, upon which the agreement closed on February 14, 2014.  Pursuant to the terms and conditions of the final, fully executed Exchange Agreement, and upon the consummation of the closing:

Staffing Group, Ltd. – SHARE EXCHANGE AGREEMENT (January 27th, 2014)

SHARE EXCHANGE AGREEMENT, dated as of January 22, 2014 (this “Agreement”) by and EmployUS Ltd., a Nevada corporation (“EmployUS”), the stockholders of EmployUS set forth on Schedule I hereto (the “EmployUS Shareholders”), The Staffing Group Ltd., a Nevada corporation (“Staffing”), and the stockholders of Staffing set forth on Schedule II hereto (the “Staffing Controlling Stockholder[s]”).

Staffing Group, Ltd. – Filing Date and Time Ross Miller 09/12/2013 1:00 PM Secretary of State Entity Numer Certificate of Amendment State of Nevada E0314362012-9 (PURSUANT TO NRS 78.385 AND 78.390) (January 27th, 2014)
Staffing Group, Ltd. – The Staffing Group Announces a Share Exchange Agreement with EmployUS, Ltd. (January 27th, 2014)

NEW ORLEANS, January 22, 2014 (GLOBE NEWSWIRE) – The Staffing Group, Ltd (the “Company”), (OTC BB: TSGL) today announced that, effective on January 13, 2014, it has entered into a share exchange agreement with EmployUS, Ltd., with whom it had previously executed a letter of intent.

Aviana, Corp. – SUBSCRIPTION AGREEMENT (August 30th, 2013)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of August 27, 2013, by and between Aviana Corp., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”).

Aviana, Corp. – Stock Purchase Agreement Dated as of August 27, 2013 By and Among LIUDMILA YUZIUK, JOSEPH ALBUNIO and AVIANA CORP. Stock Purchase Agreement (August 30th, 2013)

This Stock Purchase Agreement (“Agreement”), dated as of August 27, 2013, is entered into by and among AVIANA CORP. (“AVIANA” or the “Company”) and LIUDMILA YUZIUK (the “Seller”), and JOSEPH ALBUNIO (the “Purchaser”) collectively, the “Purchaser” and together with the Company and the Seller, the “Parties”).

Aviana, Corp. – Aviana, Corp. (August 30th, 2013)

This letter sets forth our binding letter of intent (“Letter of Intent”) between Aviana, Corp, a Nevada corporation, (“AVIA”) and The Safety Group, Ltd., a Delaware corporation (“TSGI”), and in connection therewith, the acquisition of 100% of the issued and outstanding equity securities of TSGI by AVIA, and the issuance of shares of AVIA to the shareholders of TSGI, or their designees, in amount to be negotiated by the parties (the “Transaction”), subject to the terms of a definitive share exchange agreement to be negotiated and executed by AVIA and TSGI (each a “Party”, and together, the “Parties”).

Aviana, Corp. – Aviana, Corp. (August 30th, 2013)

This letter sets forth our non-binding letter of intent (“Letter of Intent”) between Aviana, Corp, a Nevada corporation, (“AVIA”) and EmplyUS, Ltd. a Nevada corporation (“EmployUS”), and in connection therewith, the acquisition of 100% of the issued and outstanding equity securities of EmployUS by AVIA, and the issuance of shares of AVIA to the shareholders of EmployUS, or their designees, in amount to be negotiated by the parties (the “Transaction”), subject to the terms of a definitive share exchange agreement to be negotiated and executed by AVIA and EmployUS (each a “Party”, and together, the “Parties”).

Aviana, Corp. – Stock Purchase Agreement Dated as of August 27, 2013 By and Among LIUDMILA YUZIUK, BRIAN MCLOONE and AVIANA CORP. Stock Purchase Agreement (August 30th, 2013)

This Stock Purchase Agreement (“Agreement”), dated as of August 27, 2013, is entered into by and among AVIANA CORP. (“AVIANA” or the “Company”) and LIUDMILA YUZIUK (the “Seller”), and BRIAN MCLOONE (the “Purchaser”) collectively, the “Purchaser” and together with the Company and the Seller, the “Parties”).

Aviana, Corp. – CONSULTING SERVICES AGREEMENT (November 21st, 2012)

This Consulting Services Agreement ("Agreement") is made and entered into as of September 3, 2012 by and between AVIANA, CORP. (“AVIANA, CORP."), having offices at  19 Broniewskiego Street, Wlodawa, Poland 22200  and Spółdzielnia Mieszkaniowa "UDP" ("Client") having offices at 6/A F. Nowowiejskiego St., Lublin Poland 20880.

Aviana, Corp. – Bylaws of Aviana, Corp. (November 21st, 2012)

The Board of Directors shall designate and the Corporation shall maintain a principal office. The location of the principal office may be changed by the Board of Directors. The Corporation also may have offices in such other places as the Board may from time to time designate. The location of the initial principal office of the Corporation shall be designated by resolution.