ContractWES Consulting, Inc. • March 24th, 2010 • Services-management consulting services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO REMARK ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE AND RECAPITALIZATION AGREEMENTStock Purchase and Recapitalization Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • New York
This Agreement this 31st day of March, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).
3% CONVERTIBLE NOTE DUE SEPTEMBER 2, 2012 OF LIBERATOR, INC.WES Consulting, Inc. • March 24th, 2010 • Services-management consulting services • New York
This Note (“Note”) is a duly authorized Note of LIBERATOR, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 3% Convertible Note Due SEPTEMBER 2, 2012 (“Maturity Date”) in the principal amount of Two Hundred Fifty Thousand Dollars (US$250,000.00)(the “Note”).
LOAN AND SECURITY AGREEMENT BETWEEN ENTREPRENEUR GROWTH CAPITAL LLC New York, New York 10022 AND ONE UP INNOVATIONS, INC. FOAM LABS, INC. Atlanta, GA 30360Loan and Security Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • New York
This LOAN AND SECURITY AGREEMENT (“Agreement”) dated November 10, 2009 between ONE UP INNOVATIONS, INC., a Georgia corporation and FOAM LABS, INC., a Georgia corporation, each having its principal place of business at 2745 Bankers Industrial Drive, Atlanta, GA 30360 (individually and collectively, the "Borrower") and ENTREPRENEUR GROWTH CAPITAL, LLC, a Delaware limited liability company, having a principal office at 505 Park Avenue, 6th Floor, New York, NY 10022 (hereinafter called "Lender"). This Agreement sets forth the terms and conditions upon which Lender may, in its sole and absolute discretion, make loans, advances and other financial accommodations to or for the benefit of Borrower upon the security referred to herein.
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • Georgia
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed date below (the “Effective Date”), by and among Liberator, Inc. an entity with a principle address of 2745 Bankers Industrial Drive, Doraville, GA (the “Buyer”) and Belmont Partners, LLC a Virginia limited liability company with a principal address of 360 Main Street, Washington Virginia 22747 (“Seller”), and WES Consulting, Inc., a public vehicle organized in the state of Florida and traded under the symbol “WSCU” (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services • Delaware
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES DESCRIBED HEREIN.
ContractWES Consulting, Inc. • March 24th, 2010 • Services-management consulting services
Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Leslie Vogelman on June 23, 2006.
ContractWES Consulting, Inc. • March 24th, 2010 • Services-management consulting services
Note Regarding this Exhibit: This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Louis S. Friedman on January 1, 2005.
AMENDMENT NO. 1 STOCK PURCHASE AND RECAPITALIZATION AGREEMENTStock Purchase and Recapitalization Agreement • March 24th, 2010 • WES Consulting, Inc. • Services-management consulting services
This Amendment No. 1 to the Stock Purchase and Recapitalization Agreement (the “Amendment”) is made this 22nd day of June, 2009 by and among One Up Acquisition, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a Nevada corporation ("Parent"); and One Up Innovations, Inc. a Georgia corporation (the "Company") and Louis S. Friedman, majority shareholder of the Company (“Seller”).
