Sheng Ying Entertainment Corp. Sample Contracts

SERVICES AND HOSTING AGREEMENT
Services and Hosting Agreement • March 16th, 2018 • Vitalibis, Inc. • Investors, nec • California

THIS SERVICES AND HOSTING AGREEMENT (this "Agreement") is entered into by and between VITALIBIS INC a Nevada C having its principal place of business at 5348 Vegas Drive, Las Vegas, NV 89108 (hereinafter, -Licensee"), and VOTOCAST, Inc. a California corporation (dba, newkleus), having its principal place of business at PO Box 7302 Newport Beach, CA 92658 (hereinafter, "VOTOCAST). VOTOCAST and Licensee may also be referred to individually as a "Party" and collectively as the "Parties."

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BUSINESS ALLIANCE AGREEMENT
Business Alliance Agreement • May 16th, 2019 • Vitalibis, Inc. • Investors, nec • Nevada

This BUSINESS ALLIANCE AGREEMENT ("Agreement") is made, deemed entered into in Las Vegas, Nevada, and deemed binding and effective for all purposes this 31st day of December, 2018 ("Effective Date"), by and between Vitalibis, Inc., a Nevada corporation, whose principal place of business is located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 ("VITALIBIS" or the "Company"), and Bruce Lee Beverage, LLC, a California limited liability company , whose principal place of business is located at 4221 Don Jose Drive, Los Angeles, CA 90008 ("BLB"). Both VITALIBIS and BLB may be referred to variously as a "Party" and/or, together, as "Parties."

Form of stock subscription
Crowd 4 Seeds, Inc. • March 25th, 2015

The undersigned, __________________, hereby offers to purchase an aggregate of _____________ shares (the "Shares") of the common stock, par value of $0.001 per share, of Crowd 4 Seeds, Inc., a Nevada Corporation (the "Corporation") for a cash price of $0.025 per share for an aggregate of $_____.

BUSINESS — TO - BUSINESS AGREEMENT
- Business Agreement • March 16th, 2018 • Vitalibis, Inc. • Investors, nec • California

THIS AGREEMENT is made and entered into this 7th day of March 2018 (the "Effective Date"), by and between Vitalibis, Inc., ("VITALIBIS") a Nevada corporation, and VOTOCAST / DBA newkleus ("INDEPENDENT CONTRACTOR" or "IC") a California Corporation (the "Agreement").

INDEPENDENT CONTRACTOR / FOUNDING AMBASSADOR AGREEMENT
Independent Contractor / Founding Ambassador Agreement • May 16th, 2019 • Vitalibis, Inc. • Investors, nec • Nevada

This Vitalibis Independent Contractor / Founding Ambassador Agreement, entered into and made effective and binding on the parties hereto as of March 29, 2019 ("Effective Date"), sets forth the terms and conditions of the understanding and agreement for enrolling JOHNNIE B. BAKER, JR. as a Founding Ambassador (referred to as "Ambassador", "Dusty", "r, "me, or "my"), and VITALIBIS, INC., a Nevada corporation, and its subsidiary(ies) and affiliated entities (together referred to collectively as "Vitalibis" or "Company"). The parties expressly and unconditionally understand, acknowledge and agree that, for all purposes, this Agreement is deemed by the parties hereto to have been entered into and executed in the State of California, and is subject to and governed by, in any and all respects whatsoever, by the laws of the State of California.

Amendment to Note between Itzhak Ostashinsky and Crowd 4 Seeds, Inc. Dated November 1, 2014
Crowd 4 Seeds, Inc. • March 18th, 2016 • Investors, nec

The terms of the note between Itzhak Ostashinsky and Crowd 4 Seeds, Inc. dated November 1, 2014 (the "Note") are hereby amended as follows:

PROMISSORY NOTE
Promissory Note • August 4th, 2015 • Crowd 4 Seeds, Inc. • Investors, nec

FOR VALUE RECEIVED, the undersigned, Crowd 4 Seeds, Inc., a Nevada corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of __________ (the "Lender"), upon demand, the principal sum of __________ U.S. Dollars ($__,___.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date hereof.

VITALIBIS, INC. WARRANT TO PURCHASE SHARES
Vitalibis, Inc. • May 16th, 2019 • Investors, nec • Nevada

This Warrant is issued to Bruce Lee Beverage LLC ("Holder") by VITALIBIS, INC., a Nevada corporation (the "Company"), in connection with consideration received from Holder, pursuant to the terms of an Alliance Agreement between the parties, the receipt and sufficiency of which is hereby expressly acknowledged by the Company.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 19th, 2017 • Sheng Ying Entertainment Corp. • Investors, nec • Nevada

This Asset Purchase Agreement (this “Agreement”) is made as of December 16, 2017, by and between SHENG YING ENTERTAINMENT, INC., a Nevada corporation (“Buyer”), and STEVEN RAACK, and individual; THOMAS A. RAACK, an individual; and LARRY McNABNEY, an individual, (together, “Sellers”). Buyer and Sellers are sometimes referred herein to individually as a “Party” and together as the “Parties”. This Agreement is entered into and to be performed by all Parties solely and exclusively in the State of Nevada.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 19th, 2018 • Sheng Ying Entertainment Corp. • Investors, nec • Nevada

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of_______ __, 2018, by and between SHENG YING ENTERTAINMENT CORP., a Nevada corporation, having its office at 5348 Vegas Drive, Las Vegas, NV 89108 (“Sheng Ying”) and VITALIBIS, INC., a Nevada corporation, having its office at 1495 Ridgeview Drive, Suite 220, Reno, NV 89519 (“Vitalibis”).

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