STOCK PURCHASE AGREEMENT dated as of January 18, 2018 (and effective as of November 1, 2017) by and among PROBILITY MEDIA CORPORATION, a Nevada corporation, NORTH AMERICAN CRANE BUREAU GROUP, INC., a Florida corporation and THE STOCKHOLDERS OF NORTH...Stock Purchase Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 18, 2018, and effective as of November 1, 2017, is by and among ProBility Media Corporation, a Nevada corporation (“Buyer”), North American Crane Bureau Group, Inc., a Florida corporation (the “Company”), and the stockholders of the Company listed on the signature page hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Certain capitalized terms used herein are defined in Section 9.12.
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • Texas
EMPLOYMENT AGREEMENT, dated as of January 18, 2018, between PROBILITY MEDIA CORPORATION, a Nevada corporation (the “Company”), and JUAN GARCIA (the “Executive”).
AMENDMENT NO. 1 TO Securities Purchase AGREEMENTSecurities Purchase Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • New York
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of this 19th day of January 2018 (the “Amendment Date”), by and among ProBility Media Corporation, a Nevada corporation (the “Company”), the investors listed on the Schedule of Buyers attached to the Purchase Agreement as defined below (collectively, the “Original Buyers,” and together with the Company, the “Original Parties”), and Sky Capital Holdings, LLC, a Texas limited liability company (the “New Buyer”).
CONSULTING AGREEMENTConsulting Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • Texas
THIS CONSULTING AGREEMENT (this “Agreement”), dated January 18, 2018, by and between ProBility Media Corporation, a Nevada corporation (the “Company”), and Ted L. Blanton, Sr., an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party” and together as the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
PROMISSORY NOTE AND PLEDGE AGREEMENTNote and Pledge Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • Florida
FOR VALUE RECEIVED, PROBILITY MEDIA CORPORATION (“Maker”), or its successors in interest, hereby promises to pay to the order of TED L. BLANTON, SR., as Stockholders’ Agent, on behalf of the Stockholders (as defined in the Purchase Agreement referred to below) (“Payee”), the principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts, together with interest as set forth herein. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning given to such term in that certain Stock Purchase Agreement, dated as of January 18, 2018 (the “Purchase Agreement”), by and among the Maker, North American Crane Bureau Group, Inc. (“NACB”), the Payee and Diane Blanton (Ms. Blanton and the Payee being the “Stockholders”).
