SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2016 • PFO Global, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2016, between PFO Global, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PFO Global, Inc.PFO Global, Inc. • December 3rd, 2015 • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PFO Global, Inc., a Nevada corporation (the “Company”), up to 364,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2017PFO Global, Inc. • October 21st, 2016 • Communications equipment, nec • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of PFO GLOBAL, INC., a Nevada corporation (the “Company”), having its principal place of business at 14401 Beltwood Pkwy W., Suite 115, Farmers Branch, TX 75244, designated as its Original Issue Discount Senior Secured Convertible Debenture due October 1, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This SECURITY AGREEMENT, dated as of June 30, 2015 (this “Agreement”), is among PFO Global, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due January 1, 2017, in the original aggregate principal amount of $4,480,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 26th, 2015 • PFO Global, Inc. • Communications equipment, nec • Nevada
This Director and Officer Indemnification Agreement, dated as of this 25th day of June, 2015 (this “Agreement”), is made by and between PFO Global, Inc. a Nevada corporation (the “Company”), and [___] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2014 • Energy Telecom, Inc. • Communications equipment, nec
ENERGY TELECOM, INC., a corporation formed pursuant to the laws of the State of Florida and having an office for business located at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, Florida 32084 ("Employer");
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2015, by and between PFO GLOBAL, INC. a Nevada corporation (formerly, Energy Telecom, Inc., a Florida corporation), with headquarters located at 3501-B N. Ponce De Leon Boulevard - #393, St. Augustine, FL 32084 (the “Company”), and _____________, a _____________, with its address at _________________ (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2013 • Energy Telecom, Inc. • Communications equipment, nec • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 11, 2013, by and between ENERGY TELECOM, INC., a Florida corporation, with headquarters located at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, Florida 32084 (the "Company"), and Normandia Capital, a Panama corporation with a mailing address of c/o Gracin & Marlow, LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174 (the "Buyer").
EXCHANGE AGREEMENTExchange Agreement • March 22nd, 2013 • Energy Telecom, Inc. • Communications equipment, nec • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of February 11, 2013, by and between ENERGY TELECOM, INC., a Florida corporation, with headquarters located at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, Florida 32084 (the “Company”), and Normandia Capital, a Panamanian corporation, with a mailing address of c/o Gracin & Marlow, LLP, 405 Lexington Avenue, 26th Floor, New York, New York 10174 (the “Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • Florida
The undersigned is a current or former manager, executive officer or beneficial owner of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests (each, a “Company Security”) of Pro Fit Optix Holding Company, LLC, a Florida limited liability company (the “Company”). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a wholly-owned subsidiary of, PFO Global, Inc., a publicly traded Nevada company (“Parent”), concurrently with the closing of a financing transaction by Parent (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Lock-up Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 9th, 2010 • Energy Telecom, Inc. • Communications equipment, nec • Florida
This Assignment and Assumption Agreement (this “Agreement”) is made as of July 22, 2010 (the “Effective Date”), by and among Thomas Rickards, an individual (“Assignee”), and Energy Telecom, Inc., a Florida corporation (“Assignor”).
CONSULTING AGREEMENTConsulting Agreement • May 1st, 2015 • Energy Telecom, Inc. • Communications equipment, nec
THIS CONSULTING AGREEMENT (this “Agreement”), entered into this 28th day of April, 2015 (the “Effective Date”), sets forth the arrangement between Mohit Bhansali, who resides at __________________ (“Consultant”), and Energy Telecom, Inc., a Florida corporation with its principal place of business located at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, Florida 32084 (the “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.
Memorandum of Understanding between Energy Telecom, Inc., and Samsin USAEnergy Telecom, Inc. • June 8th, 2010
This Memorandum of Understanding pertains to a joint development and production undertaking between Energy Telecom, In. (hereafter known as `Energy’) of Miami FL, USA, and Samsin U.S.A. (hereinafter known as `Samsin’). The objective of this joint development activity is to develop two rounds of working prototypes of a communication eyewear product (see Appendix `B’ for sample photos and layouts), and, enter into full-scale production of same.
AGREEMENT AND PLAN OF MERGER OF ENERGY TELECOM, INC., A FLORIDA CORPORATION AND ENERGY TELECOM REINCORPORATION SUB., INC., A NEVADA CORPORATIONAgreement and Plan of Merger • June 8th, 2015 • Energy Telecom, Inc. • Communications equipment, nec • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of June 2, 2015, made and entered into by and between Energy Telecom, Inc., a Florida corporation ("ET-FL"), and Energy Telecom Reincorporation Sub., Inc., a Nevada corporation ("ET-NV"), which corporations are sometimes referred to herein as the "Constituent Corporations."
CONSULTING AGREEMENTConsulting Agreement • December 12th, 2011 • Energy Telecom, Inc. • Communications equipment, nec
THIS CONSULTING AGREEMENT (this “Agreement”), entered into this 9th day of December, 2011 (the “Effective Date”), sets forth the arrangement between The Brussell Group, LLC, a Colorado limited liability company with its principal place of business located at 4798 Valhalla Drive, Boulder, Colorado 80301 (“Consultant”), and Energy Telecom, Inc., a Florida corporation with its principal place of business located at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, Florida 32084 (the “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PFO GLOBAL, INC. (FORMERLY ENERGY TELECOM, INC.), PFO ACQUISITION CORP. AND PRO FIT OPTIX HOLDING COMPANY, LLC DATED AS OF June 30, 2015Agreement and Plan of Merger • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • Florida
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 30, 2015, is entered into by and among PFO Global, Inc., a Nevada corporation formerly Energy Telecom, Inc., a Florida corporation (the “Company”), PFO Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) and Pro Fit Optix Holding Company, LLC, a Florida limited liability company (“PFO”). The Company, Merger Sub and PFO, each individually, a “party” or collectively, the “parties.”
ContractSupply and Purchase Exclusivity Agreement • June 8th, 2010 • Energy Telecom, Inc.
SUPPLY AND PURCHASE EXCLUSIVITY AGREEMENT THIS SUPPLY AND PURCHASE EXCLUSIVITY AGREEMENT (hereinafter referred to as "Agreement") is made and entered into as of October 9th, 2008 (the "Effective Date") is made by and between Energy Telecom, Inc., of Miami Beach, FL (hereinafter referred to as "Energy", which reference may include its Affiliates), and SAMSIN, USA, of Mason, OH (hereinafter referred to as "SAMSIN", which reference may include its Affiliates). Energy and SAMSIN are sometimes referred to herein individually as a "Party" or collectively as "Parties". THIS Agreement, upon execution, is intended to complement certain conditions of exclusivity and confidentiality contained in “Memorandum of Understanding”, dated June 19th, 2008, “Beta Production Contract”, dated July 14th, 2008, and “Non Disclosure Agreement”, dated January 8th, 2008, executed by both parties. RECITALS WHEREAS, Energy has engaged Samsin to manufacture and assemble components comprising a wireless communication
CONTRACT DISTRIBUTOR SALES AGREEMENTContract Distributor Sales Agreement • August 9th, 2010 • Energy Telecom, Inc. • Communications equipment, nec • Florida
This Agreement is entered into by and between Tolson Uniforms, of Melbourne, FL, the Contract Distributor (hereafter known as Distributor) and Energy Telecom, Inc. (hereafter known as ENERGY), of St. Augustine, FL
PFO GLOBAL, INC.PFO Global, Inc. • June 26th, 2015 • Communications equipment, nec
This letter shall serve as an amendment to that (i) Resignation, Separation and Release Agreement, dated April 28, 2015 (the “Agreement”) between PFO Global, Inc. (formerly, Energy Telecom, Inc.) (the “Company”) and Thomas Rickards (“Rickards”) and (ii) the Promissory Note, dated April 28, 2015, issued by the Company in favor of Rickards (the “Note”, and together with the Agreement, the “Transaction Documents”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Transaction Documents. The Transaction Documents are hereby amended as follows:
PROMOTION AND REPRESENTATION AGREEMENTPromotion and Representation Agreement • June 8th, 2010 • Energy Telecom, Inc. • Michigan
THIS PROMOTION AGREEMENT is entered into and is effective as of February 21, 2008 by and between Energy Telecom., Inc. a Florida corporation of principal offices at 1602 Alton Rd., Suite 12, Miami Beach, Fl. 33139 and Corporate Awareness Professionals, Inc. a Nevada Corporation, with principal offices at 45670 Warwick Drive, Macomb, Mi. 48044
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2010 • Energy Telecom, Inc.
AGREEMENT, dated as of April 19, 2010 (the “Agreement”), by and between ENERGY TELECOM, INC., a Florida corporation (the “Company”), and RONNY HALPERIN, (the “Consultant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2015, between PFO Global, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
RESIGNATION, SEPARATION AND RELEASE AGREEMENTResignation, Separation and Release Agreement • May 1st, 2015 • Energy Telecom, Inc. • Communications equipment, nec • Florida
THIS RESIGNATION, SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the 28th day of April, 2015 by and between Thomas Rickards (“Rickards”) and Energy Telecom, Inc., a Florida corporation (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec
Re: Securities Purchase Agreement, dated as of June 30, 2015 (the “Purchase Agreement”), between PFO Global, Inc., a Nevada corporation (the “Company”), and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • Florida
The undersigned is a current or former manager, executive officer or beneficial owner of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests of Pro Fit Optix Holding Company, LLC, a Florida limited liability company (the “Company”) or promissory notes, convertible at the option of the undersigned into securities of the Parent (as defined below). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a wholly-owned subsidiary of, PFO Global, Inc., a publicly traded Nevada company (“Parent”), concurrently with the closing of a financing transaction by Parent (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Lock-Up Agreement.
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2010 • Energy Telecom, Inc.
AGREEMENT, dated as of November 20, 2008 (the “Agreement”), by and between ENERGY TELECOM, INC., a Florida corporation (the “Company”), and JENNIFER C. CAUBLE, (the “Consultant”), of Saratoga, CA.
Beta Production Contract, between Energy Telecom, Inc., and Samsin USAEnergy Telecom, Inc. • June 8th, 2010
This supply Contract is made between Energy Telecom, Inc., of Miami Beach, FL (hereinafter identified as `Energy’), and Samsin USA, LLC, of Ohio (hereinafter identified as Samsin), and describes a relationship providing for the manufacturer of two series of fully functional communication eyewear Beta prototypes, to be delivered to Miami, FL, and tested in various industrial environments by Energy Telecom and its partners.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 8th, 2010 • Energy Telecom, Inc.
THIS EXECUTIVE EMPLOYMENT AGREEMENT, is dated and is effective as of April 15th, 2010, (the “Agreement”), by and between ENERGY TELECOM, INC. (formerly known as The Energy Corp.), a Florida corporation (the “Company”), and THOMAS RICKARDS, (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2016 • PFO Global, Inc. • Communications equipment, nec • Texas
This Consulting Agreement (the “Agreement”) is by and between PFO Global, Inc. (the “Company”) and Brigitte Rousseau (the “Consultant”) and is effective as of September 1, 2016 (the “Effective Date”).
CLAIM INVESTMENT AGREEMENTInvestment Agreement • March 4th, 2016 • PFO Global, Inc. • Communications equipment, nec • California
This Claim Investment Agreement (“Agreement) is made and entered into on March 4, 2016, by and between Hillair Capital Management LLC, a Delaware limited liability company with offices at 345 Lorton Avenue, Suite 303, Burlingame, CA 94010 (“HCM”) and Pro fit Optix, Inc. a Wyoming corporation with offices at 7501 Esters Blvd., Suite 100, Irving, TX 75063 (“PFO,” or the “Corporation”). HCM and PFO shall be individually referred to as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • July 6th, 2015 • PFO Global, Inc. • Communications equipment, nec • New York
This Escrow Agreement dated this ___ day of June, 2015 (this “Escrow Agreement”), is entered into by and among PFO GLOBAL, INC., a Nevada corporation (“Parent”); PFO ACQUISITION CORP., a Florida corporation and wholly-owned subsidiary of Parent (“Buyer”), PRO FIT OPTIX HOLDING COMPANY LLC, a Florida limited liability company (the “Company”) and 21ST CENTURY STRATEGIC INVESTMENT PLANNING, LC (“Account Advisor”) (Parent, Buyer, Company and Account Advisor are each a “Party” and together are “Parties”) and Equity Stock Transfer LLC, a Nevada limited liability company, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Energy Telecom, Inc. • August 9th, 2010 • Communications equipment, nec
This Contract is made between Energy Telecom, Inc., of Miami beach, FL (hereinafter identified as ‘Energy’),and Samsin USA, LLC, of Ohio (hereinafter identified as Samsin), and describes a relationship providing for the manufacturer of final prototypes, and one hundred (100) production models of a telecommunication eyewear product.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2015 • Energy Telecom, Inc. • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 28, 2015, by and between ENERGY TELECOM, INC., a Florida corporation, with headquarters located at 3501-B N. Ponce De Leon Boulevard - #393, St. Augustine, FL 32084 (the “Company”), and KAHUKU VENTURES LLC, a Washington limited liability company, with its address at 13835 N. Tatum Blvd., Suite 438, Phoenix, AZ 85032 (the “Buyer”).
AGREEMENT AND PLAN OF MERGER OF ENERGY TELECOM, INC., A FLORIDA CORPORATION AND ENERGY TELECOM REINCORPORATION SUB., INC., A NEVADA CORPORATIONAgreement and Plan of Merger • June 26th, 2015 • PFO Global, Inc. • Communications equipment, nec • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of June 2, 2015, made and entered into by and between Energy Telecom, Inc., a Florida corporation ("ET-FL"), and Energy Telecom Reincorporation Sub., Inc., a Nevada corporation ("ET-NV"), which corporations are sometimes referred to herein as the "Constituent Corporations."
Honeywell Safety Products Distributor AgreementDistributor Agreement • February 27th, 2012 • Energy Telecom, Inc. • Communications equipment, nec • New York
This Distributor Agreement (the “Agreement”), made this 27th day of January, 2012 is by and between Honeywell International Inc., a Delaware corporation, acting through its Honeywell Safety Products business unit, with a place of business at 10 Thurber Boulevard, Smithfield, RI 02917-1896 (hereinafter referred to as “Distributor”) and Energy Telecom, Inc., having its principal place of business at 3501-B N. Ponce de Leon Blvd., #393, St. Augustine, FL 32084 (hereinafter referred to as “Supplier”).
