0001463967-14-000035 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 11, 2014, by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (the “Company”), and __________________________ (“Purchaser”),

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Nevada

This Agreement and Plan of Merger, dated as of August 20, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).

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THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation

This Amendment of Agreement and Plan of Merger, dated as of October 23, 2014, is entered into by and among EV CHARGING USA, INC., a Nevada corporation (formerly “MILWAUKEE IRON ARENA FOOTBALL, INC.”) (“EV”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of EV (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).

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AMENDMENT OF AGREEMENT AND PLAN OF MERGER
Amendment of Agreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation

This Amendment of Agreement and Plan of Merger, dated as of August 28, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida

THIS SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2014, is entered into by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (the “Company”), and ________________________________ (“Purchaser”).

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EXCHANGE AGREEMENT
Exchange Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida

THIS EXCHANGE AGREEMENT, dated as of October 27, 2014, by and between EV CHARGING USA, INC., a Nevada corporation (the “Corporation”), and RICHARD S. ASTROM (“Astrom”),

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Shareholder Loan Agreement
Shareholder Loan Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Illinois
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PLEDGE AGREEMENT
Pledge Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation • Florida

THIS PLEDGE AGREEMENT, dated October 27, 2014, by and between EV CHARGING USA, INC., a Nevada corporation (the “Pledgor”), and RICHARD S. ASTROM (the “Secured Party”), pursuant to the provisions of that certain Promissory Note in the principal amount of $400,000.00, of even date herewith (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Promissory Note”), made by the Pledgor in favor of the Secured Party,

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SECOND AMENDMENT OF AGREEMENT AND PLAN OF MERGER
Amendment of Agreement and Plan of Merger • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation

This Second Amendment of Agreement and Plan of Merger, dated as of October 2, 2014, is entered into by and among MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of MWKI (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).

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AMENDMENT AGREEMENT
Amendment Agreement • October 29th, 2014 • Milwaukee Iron Arena Football, Inc • Services-miscellaneous amusement & recreation

THIS AMENDMENT AGREEMENT, dated as of October 3, 2014, by and between MILWAUKEE IRON ARENA FOOTBALL, INC., a Nevada corporation (“MWKI”), on the one hand, and AMERICAN CAPITAL CORP., DIXIE ASSETS MANAGEMENT, INC., PHARO TESORO LLC and STRUCTURED ACQUISITION CORP., severally (collectively the “Purchasers” and each of them a “Purchaser”) on the other hand,

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