PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 13th, 2007 • Ventures United Inc • Blank checks • California
Avasoft, Inc., a California corporation (the “Company”), proposes to offer for sale to “accredited investors,” in a private placement (the “Offering”), up to 6,000,000 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), with an aggregate value of $6,000,000. The Shares will be offered pursuant to those terms and conditions acceptable to you as reflected in the engagement letter, dated April __, 2006, as amended or supplemented (the “Engagement Letter”). The Shares will be offered on a “best efforts - all or none” basis as to the first 2,000,000 Shares offered (the “Minimum Offering”) and on a “best efforts” basis as to the 4,000,000 Shares offered and sold thereafter (the “Maximum Offering”), pursuant to the Engagement Letter and related documents, in accordance with Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The Company has also granted to Brookstreet Securitie
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • February 13th, 2007 • Ventures United Inc • Blank checks • California
This exclusive distribution agreement (“Agreement”) is made the day of June 2006, between Avasoft, Inc., a California corporation ("Avasoft"), and Piancone Group International, a Nevada corporation organized and existing under the laws of Nevada ("Piancone").
SECURITIES PURCHASE AGREEMENT by and among AVASOFT, INC. a California corporation, AVALANCHE PRODUCTS, INC. a California corporation and AVALANCHE PRODUCTS SHAREHOLDERSSecurities Purchase Agreement • February 13th, 2007 • Ventures United Inc • Blank checks • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2007, by and among Avasoft, Inc., a California corporation (“Avasoft"), Avalanche Products, Inc., a California corporation (“Avalanche”), and each of the Avalanche Shareholders listed on Schedule 1 attached hereto (the "Avalanche Shareholders"), with reference to the following:
EZEE WHIP ICE CREAM (OVERSEAS) LIMITED and AVALANCHE PRODUCTS INC MANUFACTURING LICENCE FOR EZEE WHIP SYSTEMAgreement • February 13th, 2007 • Ventures United Inc • Blank checks
EZEE WHIP ICE CREAM (OVERSEAS) LIMITED and AVALANCHE PRODUCTS INC SUPPLEMENTARY AGREEMENT IN RESPECT OF EZEE WHIP SYSTEMSupplementary Agreement • February 13th, 2007 • Ventures United Inc • Blank checks
AGREEMENTAgreement • February 13th, 2007 • Ventures United Inc • Blank checks • California
THIS AGREEMENT is made by and between Avalanche Products Inc., 2234 Solitude Court, Rocklin, California 95765 (“Avalanche”) and Norse Dairy Systems, 1700 East 17th Ave., Columbus, Ohio 43219 (“Norse”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2007 • Ventures United Inc • Blank checks • California
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Avasoft, Inc. (including its proposed publicly-traded successor company, the “Company”). Brookstreet Securities Corporation (the “Placement Agent”) shall serve as the placement agent of the Company in conducting a private placement (the “Offering”) of shares of common stock (the “Shares”), at a purchase price of $1.00 per share. The Offering is being conducted on a “best efforts – 2,000,000 Shares or none” basis with a maximum of 7,000,000 Shares being offered, plus 1,050,000 over-subscription Shares. All funds received in the Offering prior to the initial closing of the Offering (the “Initial Closing”) shall be held in escrow by Signature Bank (the “Escrow Agent”) and, upon fulfillment of the other conditions precedent set forth herein, shall be released from escrow and delivered to the Company at which time the Shares subscribed for as further described below shall be delive
and- -and- AGREEMENT Relating to the sale and purchase of the entire issued share capital of Ezee Whip Europe Limited 15th October 2007Avasoft, Inc. • October 23rd, 2007 • Blank checks • England and Wales
AVASOFT, INC a company incorporated under the laws of Nevada, United States of America, whose principal place of business is at 2206 Plaza Drive Suite, 100 Rocklin, California, United States of America (referred to herein as ‘the Purchaser’).
EZEE WHIP ICE CREAM (OVERSEAS) LIMITED and EZEE WHIP EUROPE LIMITED MANUFACTURING LICENCE FOR EZEE WHIP SYSTEMAvasoft, Inc. • October 23rd, 2007 • Blank checks
EZEE WHIP ICE CREAM (OVERSEAS) LIMITED whose registered office is at Ternion Court, 264-268, Upper Fourth Street, Milton Keynes, United Kingdom, MK9 2DP under Registered No: 05166701 (“the Licensor”); and
AGREEMENTAgreement • February 13th, 2007 • Ventures United Inc • Blank checks • California
THIS AGREEMENT is made by and between Avalanche Products Inc, 2234 Solitude Court, Rocklin, California 95765 (“Avalanche”) and Boehm Pressed Steel Company, 5440 Wegman Rd., Valley City, Ohio 44280. (“Boehm”)
SHARE EXCHANGE AGREEMENT by and among Avasoft, Inc. a California corporation and the shareholders of Avasoft, Inc., on the one hand; and Ventures-United, Inc., a Nevada corporation, and the Majority Shareholder of Ventures-United, Inc., on the other...Share Exchange Agreement • February 13th, 2007 • Ventures United Inc • Blank checks • Nevada
This Share Exchange Agreement, dated as of February 9, 2007 (this “Agreement”), is made and entered into by and among the shareholders of Avasoft, Inc., a California corporation (“ASFT”), listed on Schedule I attached (each, an “ASFT Shareholder,” collectively, the “ASFT Shareholders”), on the one hand; and Ventures-United, Inc., a publicly traded Nevada corporation (OTCBB: VNUN.OB) (“VNUN”), and Tryant, LLC, a limited liability company (“VNUN Shareholder”) on the other hand.
