0001213900-10-005114 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec • Florida

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 18 Jan 2010 by and between Genesis Group Holdings, Inc. a company incorporated and existing under the laws of the State of Delaware (the “Company’’), and Lawrence Sands, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

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Stock Purchase Agreement
Stock Purchase Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec

THIS Agreement (the "Agreement"), dated as of January 141 2010, is entered into by and among Genesis Group Holdings Inc. (the "Company") and Digital Comm, Inc. ( Seller ) .

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec • Florida

This Amendment to Executive Employment Agreement entered into on November 29, 2010 is by and between Genesis Group Holdings, Inc., a Delaware corporation (the "Company") and Gideon Taylor (the "Executive").

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec • Florida

This Amendment to Executive Employment Agreement entered into on November 29, 2010 is by and between Genesis Group Holdings, Inc., a Delaware corporation (the "Company") and Billy Caudill (the "Executive").

Consulting Agreement
Consulting Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec • Florida

This is a Consulting Agreement by and between Harpos Funding II, LLC. (“Harpos”) a Florida Corporation doing business at 10800 Biscayne Blvd, Miami, Florida and Genesis Group Holdings, Inc., a publically traded entity with offices at 2500 N. Military Trail, Suite 275, Boca Raton, Florida, herein referred as (“GGHO”). HARPOS and GGHO, in consideration of the mutual agreements set forth below (the mutuality, adequacy and sufficiency of which are hereby acknowledged) hereby agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec • Florida

THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 2, 2009, is entered into by and among Gideon Taylor (“Purchaser”), Genesis Group Holdings Inc. (hereinafter referred to as the “Company” or “Seller”),

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 6th, 2010 • Genesis Group Holdings Inc • Services-business services, nec • New York

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 6, 2010, by and among (i) Genesis Group Holdings, Inc., a Delaware corporation, trading on the OTC Bulletin Board under the symbol “GGHO” (the “Parent”), Digital Comm, Inc., a Florida corporation and the Parent’s wholly-owned and sole subsidiary (the “Company”), and (ii) UTA Capital LLC, a Delaware limited liability company (the “Purchaser”).

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