ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of February 23, 2016 (the “Effective Date”), is entered into by and among CFFC PROMOTIONS, LLC, a New Jersey limited liability company (“Seller”), Robert J. Haydak, an individual and resident of the State of New Jersey (“Haydak”), and Michael V. Constantino, an individual and resident of the State of New Jersey (“Constantino”, and together with Haydak, the “Members”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of August 3, 2016, by and between ALLIANCE MMA, INC., a Delaware corporation (the “Company”), and John Price, an individual and resident of the State of Colorado (the “Executive”).
Hoosier Fight Club Multi Fight Promotional AgreementMulti Fight Promotional Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Indiana
Effective this date, 08-14-2015, this agreement is hereby made by and between Hoosier Fight Club Promotions, its employees, agents (hereinafter referred as “Promoter”) and Nick Kraus (hereinafter referred to as “Fighter”) who covenant and agree to be bound by the terms of, and do execute this Agreement personally and through Fighters duly authorized representative, whose full name is: Nicholas Thomas Kraus.
ALLIANCE MMA, INC. New York, New York 10022Subscription Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
Alliance MMA, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), a minimum of 1,111,11 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company up to a maximum (the “Maximum Amount”) of 3,333,333 shares of Common Stock (the “Securities”) pursuant to a Registration Statement on Form S-1 declared effective by the United States Securities and Exchange Commission (the “Commission”). The Company hereby confirms its agreement with Network 1 Financial Securities, Inc. (“Network 1”) concerning the purchase and sale of the Securities as follows:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 20th day of July 2016, by and among ALLIANCE MMA, INC., a Delaware corporation (the “Company”), having an address at 590 Madison Avenue, 21st Floor, New York, New York 10022, NETWORK 1 FINANCIAL SECURITIES, INC. (the “Underwriter”), having an address at 2 Bridge Avenue, Red Bank, New Jersey 07701 and SIGNATURE BANK (the “Escrow Agent”), a New York chartered bank, having an office at 950 Third Avenue, New York, New York 10022. All capitalized terms not herein defined shall have the meanings ascribed to them in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on or about June 30, 2016, including all attachments, schedules and exhibits thereto (the “Registration Statement”).
FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENTFight Library Copyright Purchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENT (the “Agreement”), dated as of February 23, 2016 (the “Effective Date”), is entered into by and among HOSS PROMOTIONS, LLC, a New York corporation (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”).
Form of Selling Agent’s Warrant AgreementCommon Stock Purchase Warrant • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN SELLING AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH SELLING AGENT OR SELECTED DEALER.
CONTRACT IS ONLY GOOD FOR 48 HOURS. IF NOT RETURNED WITHIN 48 HOURS, CONTRACT IS NULL AND VOID CONTRACT COVER PAGEBout Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New Jersey
· This contract is time sensitive! This contract is only valid for 48 hours from the “Date of Contract” and “Time Sent”. You must submit this contract within the 48 hour or this contract will be null and void.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Asset Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and among PUNCH DRUNK, INC., a Washington corporation d/b/a COMBAT GAMES MMA (“Seller”), Joe DeRobbio, an individual and resident of the State of Washington (“DeRobbio”), and Jason Robinett, an individual and resident of the State of Washington (“Robinett” with each of DeRobbio and Robinett each a “Selling Stockholder” and collectively the “Selling Stockholders”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENTPurchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Fight Library Copyright Purchase Agreement, dated as of September 15, 2015 (the “Agreement”) by and between LOUIS NEGLIA’S MARTIAL ARTS KARATE, INC., a New York corporation (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Asset Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and among BANG TIME ENTERTAINMENT, LLC, d/b/a Shogun Fights, a Maryland limited liability company (“Seller”), John Rallo, an individual and resident of the State of Maryland (the “Selling Member”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
ALLIANCE MMA, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
This Subscription Agreement (this “Subscription Agreement”) is dated ___ ___, 2016, by and between the undersigned identified on the Signature Page hereto (the “Investor”) and Alliance MMA, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Asset Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and among V3, LLC, a Tennessee limited liability company (“Seller”), Nick Harmeier, an individual and resident of the State of Tennessee (the “Selling Member”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2016 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT is dated as of July 16, 2016 (this “Amendment”) and amends the Asset Purchase Agreement, dated as of February 23, 2016 (the “Agreement”) by and among HOOSIER FIGHT CLUB PROMOTIONS, LLC, a Indiana limited liability company (“Seller”), Danielle L. Vale, an individual and resident of the State of Indiana (“Danielle”), and Paul Vale, an individual and resident of the State of Indiana (“Paul” and together with Danielle, the “Members”), and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.
