Elite Data Services, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 6th, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2015, by and between Elite Data Services, Inc., a Florida corporation, with headquarters located at 4447 N. Central Expressway, Suite 110-135, Dallas, TX 75205, (the “Company”), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the “Buyer”). Both the Company and Buyer shall collectively be referred to as the “Parties”.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 21st, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 14, 2015, is entered into by and between Elite Data Services, Inc., a Florida corporation (the "Company"), and EMA Financial, LLC, a Delaware limited liability company (the "Purchaser").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This Registration Rights Agreement ("Agreement"), dated July 14, 2015, is made between Elite Data Services, Inc., a Florida corporation ("Company"), and TARPON BAY PARTNERS LLC, a Florida limited liability company (the "Investor").

Contract
Elite Data Services, Inc. • July 28th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies • Nevada

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

SEPARATION AND SETTLEMENT AGREEMENT (Rimlinger)
Separation and Settlement Agreement • January 19th, 2017 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This SEPARATION AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into on January 10, 2017 (the “Effective Date”) by and among ELITE DATA SERVICES INC., a Delaware corporation (the “Company”), and CHARLES RIMLINGER (“Rimlinger”). The Company and Rimlinger are collectively referred to herein as the “Parties” and each as a “Party.”

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 17th, 2020 • WOD Retail Solutions, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS ASSET PURCHASE AGREEMENT (the “Agreement”), entered into January 17, 2020 by and between WOD MARKET LLC., a Colorado limited liability company (“Seller”), and WOD RETAIL SOLUTIONS, INC., a Florida corporation (the “Purchaser”).

PROJECT LOCATION AND CONSULTING AGREEMENT
Consulting Agreement • August 15th, 2011 • Mammatech Corp • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS PROJECT LOCATION AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of July, 2011, by and between Mammatech Corporation, (in the process of changing its name to “Dynamic Energy Alliance Corporation”) a Florida corporation, (hereinafter “Company”), and TMDS, LLC , a California Limited Liability Company in the process of organization, (hereinafter "Consultant").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 17th, 2014 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee

THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated as of January 13, 2014 (the “Effective Date”), is made by and between ELITE DATA SERVICES, INC., a corporation organized under the laws of Florida and trading on the OTC Markets OTCQB under symbol DEAC (the “Purchaser”), and BAKER MYERS & ASSOCIATIES, LLC, a Nevada Corporation with its headquarters in Tennessee (the “Seller”, and together with Purchaser, each a collectively, the “Parties”, and each a “Party”).

AMENDMENT NO. 2 TO THE JOINT VENTURE AGREEMENT (Company and WOD)
Joint Venture Agreement • October 10th, 2019 • WOD Retail Solutions, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT NO. 2 TO THE JOINT VENTURE AGREEMENT (this "Amendment") is made as of June 7, 2019, by and between WOD RETAIL SOLUTIONS INC. f/k/a Elite Data Services Inc., a Florida corporation (hereinafter referred to as "Company") and WOD HOLDINGS INC. (hereinafter referred to as "WODH"), a Delaware corporation. Company and WOHD are each a “Party”, and collectively referred to as the “Parties” herein.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 16th, 2011 • Mammatech Corp • Orthopedic, prosthetic & surgical appliances & supplies • Nevada

SHARE EXCHANGE AGREEMENT, dated as of March 9, 2011 (this “Agreement”) by and among Dyanamic Energy Development Corporation, a Delaware company (“DED”),the entities/individuals listed on Schedule 1.1 attached hereto (collectively, the “DED Shareholders”), Mammatech Corporation, a Florida corporation (“MAMM”), Verdad Telecom, Inc. and the entities/individuals listed on Schedule 1.2 (together, the “MAMM Controlling Shareholders”), and with respect to Articles III, IV, VI, VIII and IX of this Agreement, Transformation Consulting, a wholly owned subsidiary of DED (“Transformation”), a California Corporation,Transformation (together with DED and Transformation, collectively referred to herein as “the DED Companies”).

STOCK PURCHASE WARRANT AGREEMENT MAMMATECH CORPORATION AND CHARLES R. CRONIN, JR. Right to Purchase 3,000,000 Shares of Common Stock of Mammatech Corporation.
Stock Purchase Warrant Agreement • August 15th, 2011 • Mammatech Corp • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS STOCK PURCHASE WARRANT AGREEEMENT is entered into this 9 th day of July 2011, by and between MAMMATECH CORPORATION (in the process of changing its name to “Dynamic Energy Alliance Corporation”), a Florida Corporation (the “ Company ”) and CHARLES R. CRONIN, JR., an individual (“CRONIN” and each of their successors and assigns, hereinafter collectively referred to as the “ Holder ”).

MAMMATECH CORPORATION (Charles R. Cronin, Jr.) REVOLVING LINE OF CREDIT AGREEMENT
Credit Agreement • August 15th, 2011 • Mammatech Corp • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This Revolving Line of Credit Agreement (the "AGREEMENT") is made and entered into in this 9 th day of July 2011, by and between CHARLES R. CRONIN, JR., an individual ("LENDER"), and MAMMATECH CORPORATION (in the process of changing its name to “Dynamic Energy Alliance Corporation”), a Florida Corporation ("BORROWER").

BOARD OF DIRECTORS SERVICES AGREEMENT
Board of Directors Services Agreement • January 12th, 2017 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This Board of Directors Services Agreement (the “Agreement” or “Board Services Agreement”), dated January 10, 2017, is entered into between ELITE DATA SERVICES, INC., a Florida corporation (“the Company), and BRENTON MIX, an individual with a principal place of residence in Colorado (the “Director”).

INDEPENDENT CONTRACTOR AGREEMENT (Dr. James G. Ricketts)
Independent Contractor Agreement • May 24th, 2016 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and entered into as of this 18th day of May 2016 (the "Effective Date"), by and between ELITE DATA SERVICES INC., a Florida Corporation ("Company"), and DR. JAMES G. RICKETTS, an individual (the "Contractor").

Share Purchase Agreement STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 14th, 2010 • Mammatech Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2010, is made by and among Mammatech Corporation, a Florida corporation (the “Company”), Verdad Telecom, Inc., a Nevada corporation (the “Purchaser”), and Mark K. Goldstein and Henry S. Pennypacker (collectively, the “Principals”).

STRATEGIC VENDOR PLACEMENT AGREEMENT
Strategic Vendor Placement Agreement • November 23rd, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Strategic Vendor Placement Agreement (the "Agreement") is dated as of the 15th day of May, 2015 ("Effective Date") and is made by and between ELITE DATA SERVICES, INC. (the "Company"), a Florida corporation with its principal place of business located at 4447 N. Central Expressway Ste 110-135 Dallas, TX 75205 and LANDS END (the "SPV"), a resort property located in Roatan, Honduras. Hereinafter the Company and Vendor shall be referred to collectively as the "Parties."

DEFINITIVE AGREEMENT by and among WOD MARKET LLC [THE CONTROLLING MEMBERS OF WOD MARKET LLC] AND ELITE DATA SERVICES INC. [THE CONTROLLING STOCKHOLDERS OF ELITE DATA SERVICES INC.] dated as of August 26, 2016 DEFINITIVE AGREEMENT
Definitive Agreement • September 2nd, 2016 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS DEFINITIVE AGREEMENT, dated as of August 26, 2016 (this "Agreement") by and among WOD MARKET LLC, a Colorado limited liability company ("WOD"), and the entities and/or individuals listed on Schedule 1.1 attached hereto (collectively, the "WOD Controlling Members"), and ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange ("DEAC" and "Company"), and the entity listed on Schedule 1.1 (together, the "DEAC Controlling Shareholders") (collectively referred to as the "Parties").

Explanatory Note
The Agreement • August 19th, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

AMENDMENT NO. 1 TO
Corporate Advisory Agreement • August 20th, 2012 • Dynamic Energy Alliance Corp • Orthopedic, prosthetic & surgical appliances & supplies
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 23rd, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment (the "Amendment") dated as of date of the last signature as set forth below (the "Effective Date"), is made and entered into by and between H y H Investments, Sociedad Anonima (the "Seller") and Elite Data Services Inc. (the "Purchaser" which shall include its assigns).

PROJECT LOCATION AND CONSULTING AGREEMENT
Consulting Agreement • November 21st, 2011 • Mammatech Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS PROJECT LOCATION AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of August 2011, by and between Mammatech , (In the process of changing its name to “Dynamic Energy Alliance Corporation”) a Florida corporation , (hereinafter “DEA”), and Tim Powell and Enertech R.D. LLC, located at 11844 Allisonville Rd., Fishers IN. 46038, (collectively hereinafter "Consultant").

AMENDMENT NO.1 TO LINE OF CREDIT AGREEMENT (WOD Markets LLC)
Credit Agreement • October 10th, 2019 • WOD Retail Solutions, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT NO.1 TO LINE OF CREDIT AGREEMENT (the "Loan Agreement") is made and entered into on the date first written on the signature page hereto by and between WOD MARKET LLC, a Colorado limited liability company ("Borrower"), and WOD RETAIL SOLUTIONS INC., f/k/a Elite Data Services Inc., a Florida corporation ("Lender"). Borrower and Lender are each a “Party, and collectively referred to as the “Parties” in this Loan Agreement.

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May 18, 2016
Elite Data Services, Inc. • May 24th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies • Florida

This letter shall confirm the mutual understandings of a settlement agreement for a payment in full and discharge of all claims pertaining to the outstanding invoices owed by Elite Data Services Inc. (the "Company") to JMS Law Group PLLC ("You") in the total amount of Twenty Thousand Dollars (USD $20,000.00) (the "Indebtedness"), for services rendered to the Company through April 30, 2016, upon the terms and conditions as set forth below.

Addendum #1 to the Revolving Line of Credit Agreement
Mammatech Corp • November 21st, 2011 • Orthopedic, prosthetic & surgical appliances & supplies

This Addendum to the Revolving Line of Credit Agreement by and between Dynamic Energy Alliance____________________, a _Florida___________ Corporation (the "BORROWER") and _Charles Cronin Jr.___________________, an ____________ Individual ("LENDER") is made and executed as of the date referred to above. An additional principal sum of _One Hundred Thousand________________ and 00/100 Dollars ($100,000____.00) has been added to the Revolving Line of Credit Agreement dated __July 9, 2011_____________ (the "LOAN AGREEMENT"), bringing the Loan Agreement to a total sum of _Two Hundred Thousand________________ and 00/100 Dollars ($200,000______________.00).

SEPARATION AND SETTLEMENT AGREEMENT WITH GENERAL COMPLETE RELEASE OF ALL CLAIMS
Separation and Settlement Agreement • July 6th, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee

This SEPARATION AND SETTLEMENT AGREEMENT WITH GENERAL COMPLETE RELEASE OF ALL CLAIMS (this “Agreement”) is made by and between Elite Data Services, Inc. (the “Company”) and Steven Frye (“Mr. Frye”), with respect to the voluntary resignation tendered by Mr. Frye as Chief Executive Officer, Chief Financial Officer, and President of the Company via the Resignation Letter, dated December 6, 2015 (the “Resignation Letter”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • April 16th, 2020 • WOD Retail Solutions, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into as of March 27, 2020 (the “Effective Date”) by and between WOD RETAIL SOLUTIONS INC., a Florida corporation (the “Debtor”) and BRAVO 20 PARTNERS LLC, a Colorado limited liability company (the “Holder”). Holder and Debtor are each a (“Party”) and collectively referred to as the (“Parties”) herein.

INVERSIONES TURISTICAS GAMING UNLIMITED S.A. PURCHASE OPTION AGREEMENT by and between
Purchase Option Agreement • December 1st, 2014 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS OPTION AGREEMENT ("Agreement") made and entered into this 30th day of November, 2014 between H y H Investments, Sociedad Anonima (hereafter the “Seller”) and Elite Data Services Inc. (hereafter the “Buyer”) hereby replaces the Purchase and Sale Agreement entered November 12, 2014. The purpose of this Option Agreement is for the mutual benefit of both the Seller and Buyer:

AMENDMENT NO. 2 TO THE VOTING TRUST AGREEMENT (WODH)
Voting Trust Agreement • October 10th, 2019 • WOD Retail Solutions, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT NO. 2 TO THE VOTING TRUST AGREEMENT (this "Amendment") is made as of June 7, 2019, by and between WOD RETAIL SOLUTIONS INC. f/k/a Elite Data Services Inc., a Florida corporation (hereinafter referred to as "Company") and EILERS LAW GROUP, PA, Attn: William Robinson Eilers, Esq. (collectively with any and all successors, the “Voting Trustee”), on behalf of the Stockholders, as set forth in the Voting Trust Agreement (the “Original Trust Agreement”), dated March 14, 2017. Company and Trustee are each a “Party”, and collectively referred to as the “Parties” herein.

CONSULTING AND ADVISORY AGREEMENT
Consulting and Advisory Agreement • July 28th, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of this 21st day of July 2015 ("Effective Date") by and between ELITE DATA SERVICE INC. f/k/a Dynamic Energy Alliance Corporation (OTCBB:DEAC), a Florida Corporation (the "Company") andBIRCH FIRST ADVISORS, LLC, a Delaware limited liability company (the "Consultant").

REPURCHASE AGREEMENT
Repurchase Agreement • October 3rd, 2013 • Dynamic Energy Alliance Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Repurchase Agreement (this “Agreement”) is made as of the 29th day of September, 2013 by and among DYNAMIC ENERGY ALLIANCE CORPORATION, a Florida corporation (collectively with its predecessors, the “Company”) and Dr. Earl Beaver, an individual (the “Seller”). Each of the Company and the Seller is referred to herein as a “Party” and collectively, as the “Parties.”

INVESTOR RELATIONS CONSULTING AGREEMENT
Investor Relations Consulting Agreement • December 11th, 2014 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada

This Consulting Agreement (the “Agreement”) effective as of December 2, 2014 is entered into by and between Elite Data Services, Inc. a Florida corporation (herein referred to as the “Company”) and EraStar Inc. a Nevada Corporation (herein referred to as the “Consultant”) or it’s successors, designees or assignees, and replaces and supersedes any and all other agreements between the above parties.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 19th, 2015 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment (the “Amendment”) dated as of June 30, 2015 (the “Effective Date”), is made and entered into by and between H y H Investments, Sociedad Anonima (the “Seller”) and Elite Data Services Inc. (the “Purchaser” which shall include its assigns).

AMENDMENT NO. 3 TO THE DEFINITIVE AGREEMENT (WOD MARKET)
The Definitive Agreement • January 16th, 2018 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT NO. 3 TO THE DEFINITIVE AGREEMENT, dated as of January 8, 2018 (the “Amendment No. 3” or “Amendment”) by and among WOD MARKET LLC, a Colorado limited liability company (“WOD”), and WOD HOLDINGS INC., a Delaware corporation (“WODH”), and WOD RETAIL SOLUTIONS INC. f/k/a ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange (“Company”), and the individuals listed on the signature page hereto (together, the “Company Controlling Shareholders”). WOD, WODH and Company are each a “Party” and collectively referred to as the “Parties” herein below.

LINE OF CREDIT AGREEMENT (WOD Markets LLC)
Line of Credit Agreement • January 16th, 2018 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS LINE OF CREDIT AGREEMENT (the "Loan Agreement") is made and entered into on the date first written on the signature page hereto by and between WOD MARKET LLC, a Colorado limited liability company ("Borrower"), and WOD RETAIL SOLUTIONS INC., f/k/a Elite Data Services Inc., a Florida corporation ("Lender"). Borrower and Lender are each a “Party, and collectively referred to as the “Parties” in this Loan Agreement.

TERMINATION AGREEMENT AND MUTUAL RELEASE
Termination Agreement and Mutual Release • July 28th, 2016 • Elite Data Services, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (the "Agreement") is made and entered into as of July 22, 2016, by and among ELITE DATA SERVICES INC., a publicly-traded Florida corporation ("DEAC" including the controlling shareholders of DEAC), and PROPERTIES OF MERIT INC., a privately-held Nevada corporation ("POM" including the controlling shareholder of POM). DEAC and POM are sometimes referred to herein as the "parties" collectively or a "party" individually.

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