Ensurge Inc Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2012 • Ensurge Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2012, between Ensurge, Inc. a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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ARTICLE I THE MERGER
Agreement and Plan of Merger • April 13th, 2000 • Ishopper Com Inc • Blank checks
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 14th, 2010 • Ensurge Inc • Services-business services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November ____, 2010, between Ensurge, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

ARTICLE I THE MERGER
Agreement and Plan of Merger • April 13th, 2000 • Ishopper Com Inc • Blank checks • Utah
COMMON STOCK PURCHASE WARRANT ENSURGE, INC.
Ensurge Inc • March 19th, 2012 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ensurge, Inc., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT ENSURGE, INC.
Ensurge Inc • January 4th, 2011 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Seaside 88, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ensurge, Inc., a Nevada corporation (the “Company”), up to 1,600,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 9th, 2011 • Ensurge Inc • Services-business services, nec • Utah

THIS SECURITIES PURCHASE AGREEMENT, dated as of October 28, 2011 (this “Agreement”), is entered into by and among ENSURGE, INC., a Nevada corporation (the “Company”), ENSURGE NM, LLC, a Utah limited liability company (“EnSurge NM”), NEXT VIEW CAPITAL, L.P., a Delaware limited partnership, its successors or assigns (“Next View”), ZADAR LLC, a Delaware limited liability company, its successors or assigns (“Zadar LLC,” and together with Next View, the “Buyers”).

Contract
Ensurge Inc • November 9th, 2011 • Services-business services, nec • Utah

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENSURGE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

CONSULTING AGREEMENT
Consulting Agreement • April 1st, 2010 • Ensurge Inc • Services-business services, nec • New York

CONSULTING AGREEMENT, dated as of February 1, 2010, by and between ENSURGE INC., a Nevada corporation (the “Company”), and MICHAEL CAMPBELL, an individual with offices at 11753 Willard Avenue, Tustin, California 92782 (the “Consultant”).

AMENDED AND RESTATED PRECIOUS METALS PROCESSING AGREEMENT
Precious Metals Processing Agreement • August 25th, 2011 • Ensurge Inc • Services-business services, nec • Texas

This Amended and Restated Precious Metals Processing Agreement (this “Agreement”) is made as of August 10, 2011 between the following parties:

Memo of Understanding
Ishopper Com Inc • April 13th, 2000 • Blank checks

This Memo of Understanding is entered into as of this 1st day of December, 1999, effective for one year by and between iShopper, Inc., a Nevada Corporation and William E. Chipman, Sr.

10% CONVERTIBLE PROMISSORY NOTE
Ensurge Inc • November 27th, 2012 • Services-business services, nec • New York

FOR VALUE RECEIVED, Ensurge, Inc., a Nevada corporation (the “Maker”), with its primary offices located at1001 Brickell Bay Drive, 27th Floor, Miami, FL 33131, promises to pay to the order of ______________, or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of _____________ ($_____________) plus interest on the unpaid principal sum outstanding at the rate of 10% per annum. This Note is one of a series of otherwise identical Notes aggregating up to $150,000 in original principal amount.

Memo of Understanding
Ishopper Com Inc • April 13th, 2000 • Blank checks

This Memo of Understanding is entered into as of this 1st day of December, 1999, effective for one year by and between iShopper, Inc., a Nevada Corporation and Lance King.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • July 2nd, 2010 • Ensurge Inc • Services-business services, nec • Nevada

The purpose of this Separation Agreement and Release (the “Agreement”) is to confirm the terms of your separation from employment with Ensurge, Inc. (the “Company”) and any of its affiliates, divisions, predecessors, successors or assigns (referred to collectively with the Company as the “Companies”).

PRELIMINARY CORPORATE VENTURE AND INDUSTRIAL TECHNICAL COOPERATION AGREEMENT FOR SPECIFIC TERM
Preliminary Corporate Venture and Industrial Technical Cooperation Agreement • September 2nd, 2010 • Ensurge Inc • Services-business services, nec • São Paulo

By this instrument, Ensurge, Inc., Salt Lake City Utah USA, with registered office at 2825 East Cottonwood Parkway, Suite 500, Salt Lake City, Utah 84121 801-990-3457, a Utah corporation existing under the laws of the State of Utah, Federal ID number or EIN: 87-0431533, herein represented by its managing-partner, Jordan M. Estra, hereinafter referred to as PARTY 1,

SECURITY AGREEMENT
Security Agreement • November 9th, 2011 • Ensurge Inc • Services-business services, nec • Utah

This Security Agreement (this “Security Agreement”), dated as of October 28, 2011, is executed by EnSurge, Inc., a Nevada corporation (“Debtor”), in favor of Stewart Flink, an individual, as Buyers’ Agent (“Agent”) for and in behalf of each of Next View Capital L.P., a limited partnership (“Next View”), and Zadar LLC, a Delaware limited liability company (“Zadar LLC,” and together with Next View, “Secured Party”).

Exhibit 2.2
Business Purchase And • June 16th, 2000 • Ishopper Com Inc • Blank checks • Utah
Contract
Ensurge Inc • November 21st, 2011 • Services-business services, nec • Utah

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENSURGE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

NOTE AMENDMENT AGREEMENT
Note Amendment Agreement • November 27th, 2012 • Ensurge Inc • Services-business services, nec • New York

THIS AGREEMENT (the “Agreement”), dated as of November 26, 2012, is entered into by and among Ensurge, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).

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ACQUISITION AGREEMENT
Acquisition Agreement • June 19th, 2013 • Ensurge Inc • Services-business services, nec • Nevada

This Agreement, entered into effective the 23rd day of May, 2013, by, between and among Ensurge, Inc., a corporation organized under the laws of the State of Nevada (hereinafter the "Purchaser"), and the Shareholders ("the Shareholders") of TransGlobal Gold Corporation, a privately-held Nevada corporation (hereinafter the "Company").

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