STOCK PURCHASE AGREEMENT AGREEMENT, made and entered into as of the 16th day of June, 1999, among NETWORK SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the "Buyer"); EVAN E. PRICE, DEBORAH J. DOBY and ZIAD A. YAMOUT (each a "Seller" and...Stock Purchase Agreement • August 30th, 1999 • Network Systems International Inc • Blank checks • North Carolina
NETWORK SYSTEMS INTERNATIONAL, INC. CONSULTING AGREEMENT AGREEMENT, dated as of the 1st day of June, 1999, by and between NETWORK SYSTEMS INTERNATIONAL, INC., a Nevada corporation with its principal office at 200 North Elm Street, Greensboro, North...Consulting Agreement • August 16th, 1999 • Network Systems International Inc • Blank checks • North Carolina
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 10 day of July, 2000, by and among Herbert Tabin, a resident of Florida, and his assigns (hereinafter referred to as "Buyer"); and ROBBIE M. EFIRD, (hereinafter...Stock Purchase Agreement • July 10th, 2000 • Network Systems International Inc • Blank checks • North Carolina
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2013 • Fuse Science, Inc. • Investors, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 4, 2013, is by and among Fuse Science, Inc., a Nevada corporation with offices located at 6135 NW 167th Street, #E21, Miami Lakes, Florida 33015 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2013 • Fuse Science, Inc. • Investors, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [___], 2013, is by and among Fuse Science, Inc., a Nevada corporation with offices located at 6135 NW 167th Street, #E21, Miami Lakes, Florida 33015 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement"), dated as of April 15, 1999, is between Network Systems International, Inc., a Nevada corporation (the "Company"), and Christopher N. Baker ("Executive"). The Company and...Executive Employment Agreement • August 16th, 1999 • Network Systems International Inc • Blank checks • North Carolina
EXHIBIT 99.1 AGREEMENT1 Agreement • August 8th, 2002 • Onspan Networking Inc • Blank checks • Florida
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 27th day of May 2004 between HERBERT TABIN ("Tabin) and GARY SCHULTHEIS ("Schultheis") (collectively the "Purchasers "or "Purchaser") and ONSPAN...Stock Purchase Agreement • June 7th, 2004 • Onspan Networking Inc • Blank checks • Florida
THE SHARES OF COMMON STOCK OF NETWORK SYSTEMS INTERNATIONAL, INC., A NEVADA CORPORATION, PURSUANT TO THIS STOCK PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE...Stock Purchase Agreement • July 10th, 2000 • Network Systems International Inc • Blank checks • North Carolina
NETWORK SYSTEMS INTERNATIONAL, INC. STOCK OPTION AGREEMENT 1. Grant of Option. Network Systems International, Inc., a Nevada corporation (the "Company"), hereby grants to CHRISTOPHER N. BAKER (the "Option Holder") an option ("Option") to purchase from...Stock Option Agreement • April 4th, 2000 • Network Systems International Inc • Blank checks • North Carolina
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 3rd, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January ___, 2014 (this “Agreement”), made by Fuse Science, Inc., a Nevada corporation (the “Company”), and each of its existing “Subsidiaries” (as defined in the Securities Purchase Agreement defined below) as named on the signature pages hereto (collectively, the “Existing Subsidiaries”) and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company and the Existing Subsidiaries, each a “Grantor” and, collectively, the “Grantors”), in favor of Hudson Bay Master Fund Ltd., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
EXCHANGE AGREEMENTExchange Agreement • August 28th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of August 27, 2014 (the “Effective Date”), is made by and between Fuse Science, Inc., a Nevada corporation (“Company”), and holder of the Company’s convertible notes signatory hereto (“Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2013 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2013, between Fuse Science, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
1- 2 Other capitalized terms defined elsewhere in this Agreement and not defined in this Section 1 have the meanings assigned to such terms in this Agreement.Agreement and Plan of Reorganization • November 22nd, 2000 • Network Systems International Inc • Blank checks • Virginia
SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of Fuse Science, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to One Million Six Hundred Thousand Dollars ($1,600,000) (the “Maximum Offering Amount”) of shares (the “Shares”) of the Company’s Series B Preferred Stock, par value $0.001 per share, each of which is convertible into shares of common stock $0.001 par value per share (the “Common Stock”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, attached hereto as Exhibit A, (the “Series B Certificate of Designation”) at a purchase price of $0.50 per Share (the “Purchase Price”). For purposes of this Agreement, the term “Securities” shall refer to
SECURITY AGREEMENTSecurity Agreement • July 13th, 2011 • Double Eagle Holdings, Ltd. • Investors, nec • Nevada
This Security Agreement dated as of ____________, 2011 (the “Agreement”) by and among Double Eagle Holdings, Ltd., a Nevada corporation (“Borrower”), with its primary place of business at 20900 NE 30th Avenue, Eighth Floor, Aventura, FL 33180, and the parties listed on Schedule A hereto, which parties are also holders of one year 8% Senior Secured Convertible Promissory Notes (the “Notes”) issued by Borrower (collectively, “Secured Parties”):
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”). NO TRANSFER,...Warrant And • April 17th, 2012 • Fuse Science, Inc. • Investors, nec • Nevada
THIS CERTIFIES THAT, for good and valuable consideration, __________________ (“Holder”), or its registered assigns, is entitled to subscribe for and purchase from DOUBLE EAGLE HOLDINGS, LTD., a Nevada corporation (the “Company”), at any time after _____________, 2011, to and including ______________, 2016, _____________ (____) fully paid and non-assessable shares of the Common Stock of the Company (“Shares”) at the price of $0.12 per Share (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 3, 2014, is by and among Fuse Science, Inc., a Nevada corporation with offices located at 6135 NW 167th Street, #E21, Miami Lakes, Florida 33015 (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
Fuse Science, Inc. Lock-Up Agreement March __, 2013Lock-Up Agreement • March 5th, 2013 • Fuse Science, Inc. • Investors, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2011 • Double Eagle Holdings, Ltd. • Investors, nec • Florida
This Employment Agreement (the “Agreement”), dated April 14, 2011 by and between Double Eagle Holdings, Ltd, a corporation organized under the laws of the State of Nevada (the “Corporation”), and Adam Adler, an individual (the “Executive”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 8th, 2013 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), dated as of November 7, 2013, is made by and between Fuse Science, Inc., a Nevada corporation (the “Grantor”), and MusclePharm Corporation, as collateral agent (the “Collateral Agent”) on behalf of and for the benefit of the Purchasers as defined in one or more certain Note Purchase Agreements with the Grantor, dated as of the date hereof (the “Purchase Agreement”) and the Purchasers, together with the Collateral Agent, are collectively referred to herein as the “Secured Parties”).
CONSULTING AGREEMENTConsulting Agreement • April 15th, 2011 • Double Eagle Holdings, Ltd. • Investors, nec • Florida
This CONSULTING AGREEMENT (this “Agreement”), dated as of April 14, 2011, is by and between Double Eagle Holdings, Ltd., a Nevada corporation with an address at 20900 NE 30th Avenue, Eighth Floor, Aventura, FL 33180 (“the Company”), and Hank Durschlag, an individual residing at 5403 McChesney DriveCharlotte, NC 29269 (“Consultant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of October 2014 (“Effective Date”), by and between Fuse Science, Inc., a Nevada corporation, and Ezra Green (“Executive”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of October 1, 2014, is by and among Fuse Science, Inc., a Nevada corporation (the “Parent”), Spiral Acquisition Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) and Spiral Energy Tech, Inc., a Nevada corporation (the “Company”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • October 6th, 2014 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests (each, a “Company Security”) of Spiral Energy Tech., Inc., a Nevada corporation (the “Company”). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a partially-owned subsidiary of, Fuse Science, Inc., a publicly traded Nevada company (“Parent”), concurrently with the private placement by Parent of $1,500,000 of Parent’s securities (the “PIPE Securities”, and the transaction, the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”). NO TRANSFER,...Double Eagle Holdings, Ltd. • July 13th, 2011 • Investors, nec • Nevada
THIS CERTIFIES THAT, for good and valuable consideration, __________________ (“Holder”), or its registered assigns, is entitled to subscribe for and purchase from DOUBLE EAGLE HOLDINGS, LTD., a Nevada corporation (the “Company”), at any time after _____________, 2011, to and including ______________, 2016, _____________ (____) fully paid and non-assessable shares of the Common Stock of the Company (“Shares”) at the price of $0.12 per Share (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.
ContractFuse Science, Inc. • November 8th, 2013 • In vitro & in vivo diagnostic substances • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ContractDouble Eagle Holdings, Ltd. • July 13th, 2011 • Investors, nec
THIS NOTE AND THE UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
A ESCROW AGREEMENT This Escrow Agreement ( "Agreement") is made and entered into as of July 10, 2000, by and among Network Systems International, Inc., a Nevada corporation ("NESI"), Millennium Holdings Group, Inc., a New York corporation ("MHG") and...A Escrow Agreement • July 10th, 2000 • Network Systems International Inc • Blank checks • Oklahoma
COMMERCIAL PROPERTY LEASECommercial Property Lease • April 17th, 2012 • Fuse Science, Inc. • Investors, nec • Florida
THIS LEASE is entered into on this 19 day January, 2012, between AARDVARK ONE LLC called Lessor, and FS CONSUMER PRODUCTS GROUP, INC. hereinafter referred to as Lessee herein.
CONSULTING SERVICES AGREEMENT Double Eagle Holdings, Ltd. / Rubin HananConsulting Services Agreement • November 30th, 2011 • Double Eagle Holdings, Ltd. • Investors, nec • Florida
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into this 1st day of August, 2011 and is made effective as of the 28th day of June, 2011 (the "Effective Date"), by and between Double Eagle Holdings, Ltd., a Nevada corporation (the “Company"), and Executive Leadership Intelligence, Inc. (the "Consultant"; the Company and the Consultant collectively, the "Parties," and each a "Party"), with the acknowledgment, affiliation, and agreement of Rubin Hanan (the "Principal").
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 25th, 2012 • Fuse Science, Inc. • Investors, nec • New York
THIS AGREEMENT is made as of this 27th day of February 2012 ("Effective Date") by and between Fuse Science Inc., a Delaware corporation, ("Fuse Science" or "LICENSOR") having its principal offices located at 6135 NW 167th Street, Suite E-21, Miami Lakes, FL 33015 and Mission Product Holdings, Inc., (“Mission of “LICENSEE”) having its principal place of business at 185 Madison Ave., 12th Floor, New York, NY 10016 (individually, a "Party," and collectively the "Parties").
SERIES B PLACEMENT AGENT WARRANTWarrant And • April 17th, 2012 • Fuse Science, Inc. • Investors, nec • Nevada
THIS CERTIFIES THAT, for good and valuable consideration, ___________________ (“Holder”), or its registered assigns, is entitled to subscribe for and purchase from FUSE SCIENCE, INC., a Nevada corporation (the “Company”), at any time after February 9, 2012, to and including September 9, 2012, _______________________________ (________) fully paid and non-assessable shares of the common stock of the Company (“Shares”) at the price of $0.21 per Share (the “Warrant Exercise Price”), subject to adjustment pursuant to the anti-dilution provisions of this Warrant.
Hudson Bay Master Fund, Ltd. c/o Hudson Bay Capital Management LPFuse Science, Inc. • August 13th, 2014 • In vitro & in vivo diagnostic substances • New York
In consideration of the premises and the agreements in this letter agreement (the "Letter Agreement") and for other consideration, the receipt and sufficiency of which are hereby acknowledged, Fuse Science, Inc., a Nevada corporation with offices located at 6135 NW 167th Street, #E21, Miami Lakes, Florida 33015 (the "Company") hereby agrees to offer and sell to the undersigned and the undersigned hereby agrees to purchase from the Company (i) senior secured convertible notes (the "August 2014 Notes"), in the form attached as Exhibit A to that certain Securities Purchase Agreement dated as of January 3, 2014 by and among the Company and the investors listed on the signature pages attached thereto, in the aggregate principal amount of $20,000, which Notes shall be convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock") and (ii) warrants (the "August 2014 Warrants ") to purchase [6,250,000] shares of Common Stock in the form attached as Exhib
ContractTermination Agreement and Mutual Release • February 4th, 2016 • Fuse Science, Inc. • Airports, flying fields & airport terminal services
