REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec
This Agreement is made pursuant to the Convertible Note Purchase Agreement, dated as of the date hereof, among the Company and the Purchasers (the “Purchase Agreement”).
EXCHANGE AGREEMENT ------------------ This EXCHANGE AGREEMENT made and entered into this 1st day of March, 2002, by and between all of the stockholders of PanaMed, Inc., a California corporation, (hereinafter "PM"), with its principal place of...Exchange Agreement • April 16th, 2002 • Panamed Corp • Services-business services, nec • Nevada
COMMON STOCK PURCHASE WARRANT ENDEXX CORPORATIONEndexx Corp • September 7th, 2022 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________, a _____________________, 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 August 31, 2022 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Endexx Corporation, a Nevada corporation (the “Company”), up to __________shares of the Company’s common stock (in any event, as subject to adjustment hereunder, the “Warrant Shares”). 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).
ContractCommon Stock Purchase Warrant • March 4th, 2021 • Endexx Corp • Services-business services, nec
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE August 31, 2023Endexx Corp • September 7th, 2022 • Services-business services, nec • Nevada
THIS IS A 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE of Endexx Corporation, a Nevada corporation (the “Company”), having its principal place of business at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (this “Note”), which represents a duly authorized and validly issued debt of the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of October 11th 2019, by and between CBD Unlimited, Inc a/k/a Endexx Corporation, a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
COMMON STOCK PURCHASE WARRANT ENDEXX CORPORATIONEndexx Corp • April 8th, 2021 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Apollo Management SPV LLC, a Florida limited liability company, 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 March 5, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Endexx Corporation, a Nevada corporation (the “Company”), up to 3,111,1111 (in any event, as subject to adjustment hereunder, the “Warrant Shares”). 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).
SECURITY AGREEMENTSecurity Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This SECURITY AGREEMENT, dated as of August 31, 2022 (this “Agreement”), is by and among Endexx Corporation, a Florida corporation (the “Company”), M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (the “Lead Investor”), and 3A Capital Establishment, a company registered in Liechtenstein with offices at Austrasse 40 Vaduz N2 9490 (the “Co-Investor”), as the holders of the Company’s 12% Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of $2,173,913.04 (collectively, the “Notes”) and its endorsees, transferees, and assigns (collectively, the Lead Investor and the Co-Investor are the “Secured Parties”, and each is a “Secured Party”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of August 31, 2022, by and among M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (the “Lead Investor”), 3A Capital Establishment, a company registered in Liechtenstein with offices at Austrasse 40 Vaduz N2 9490, Liechtenstein (the “Co-Investor”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx” or the “Company”).
KHODE, LLC KHODE, LLCLLC Operating Agreement • July 1st, 2021 • Endexx Corp • Services-business services, nec • Delaware
This LLC Operating Agreement, dated as of October 1, 2020 (“Effective Date”), of Khode, LLC, a Delaware corporation (the “Company”), is by and among CBD Unlimited Inc., a Nevada corporation (“CBDU”), Impact Brokers (“IB”), and Serious Promotions Inc., a Florida corporation (“DJK”), as Members, such other Persons as may become Members in accordance with this Agreement and applicable law, and the Company (this “Agreement”).
SUBSCRIPTION AGREEMENT Common Stock of Endexx CorporationSubscription Agreement • December 15th, 2023 • Endexx Corp • Services-business services, nec
This Subscription Agreement relates to my/our agreement to purchase ____________ shares of common stock, par value $0.0001 per share (the “Shares”), to be issued by Endexx Corporation, a Nevada corporation (the “Company”), for a purchase price of $0.02 per Share, for a total purchase price of $____________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated [●], 202__ (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
EXCHANGE AND CONVERSION AGREEMENTExchange and Conversion Agreement • June 9th, 2023 • Endexx Corp • Services-business services, nec • Nevada
This Exchange and Conversion Agreement (the “Agreement”) is effective as of September 30, 2021 (the “Effective Date”), by and between Todd Davis, an individual (“Mr. Davis”), residing at 30743 North Kohuana Place, Cave Creek, Arizona 85331, and Endexx Corporation, a Nevada corporation (the “Company”), with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331. Each of Mr. Davis and the Company are referred to individually as a “Party” and both collectively, as “Parties.”
EXCHANGE AGREEMENTExchange Agreement • June 9th, 2023 • Endexx Corp • Services-business services, nec • Nevada
This Exchange Agreement (the “Agreement”) is effective as of September 30, 2021 (the “Effective Date”), by and between Rayne Forecast, Inc., an Arizona corporation (“Rayne”), with offices located at 30743 North Kohuana Place, Cave Creek, Arizona 85331, and Endexx Corporation, a Nevada corporation (the “Company”), with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331. Each of Rayne and the Company is referred to individually as a “Party” and both, collectively, as “Parties.”
EXCHANGE AGREEMENTExchange Agreement • March 4th, 2021 • Endexx Corp • Services-business services, nec • Nevada
This EXCHANGE AGREEMENT made and entered into this 22nd day of February, 2002, by and between all of the stockholders of PanaMed, Inc., a California corporation, (hereinafter “PM”), with its principal place of business at 537 Constitution Avenue, Suite A, Camarillo, California 93012; and Micron Solution, Inc. a Nevada corporation, (hereinafter “Micron”), with its principal place of business at 8361 East Evans Road, Suite #105, Scottsdale, Arizona 85260.
PROMISSORY NOTEPromissory Note • September 7th, 2022 • Endexx Corp • Services-business services, nec
FOR VALUE RECEIVED, Endexx Corporation, a Nevada corporation, with an address of 38246 North Hazelwood Circle Cave Creek, Arizona 85331 (the “Maker”), hereby promises to pay to the order of ______, a _______, or assigns (the “Holder”), at ______________________________ or at such other place as the Holder may from time to time designate in writing to the Maker, the principal sum of _________________ Dollars ($____________). Principal and interest shall be payable in lawful money of the United States as hereinafter provided.
FIRST AMENDED COMMON STOCK SHAREEXCHANGEAGREEMENT by and among ENDEXX CORPORATION, A Nevada Corporation and GO GREEN GLOBAL ENTERPRISES, INC. A Nevada Corporation Effective as Amended July 10, 2018; Original Executed on May 7, 2018...Common Stock Share Exchange Agreement • March 4th, 2021 • Endexx Corp • Services-business services, nec
THIS FIRST AMENDED COMMON STOCK SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 10TH day of JULY, 2018, by and among Go Green Global Enterprises, Inc., with an address of 401 Ryland Street Ste. 200-A, Reno, NV 89502 (hereafter “GO GREEN”), and ENDEXX CORPORATION, with an address of 38246 North Hazelwood Circle. P.O. Box 4317, Cave Creek, AZ 85331 (hereafter, “ENDEXX”). For purposes of this Agreement, both GO GREEN and ENDEXX may be referred to individually as a “Party” and collectively as the “Parties.”
EXECUTIVE AGREEMENTExecutive Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Arizona
This Executive Agreement (the “Agreement”) is made this 31st day of August 2022, by and between Endexx Corporation, a Nevada corporation, and its affiliates, successors, and assigns (“EDXC”) and Todd Allen Davis (the “Executive”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of August 31, 2022, by Endexx Corporation, a Nevada corporation (the “Grantor”), is in favor of M2B Funding Corp., a Florida corporation, and 3A Capital Establishment, a company registered in Liechtenstein (each a “Secured Party”, and collectively, the “Secured Parties”).
SETTLEMENT, LOCK-UP, AND LEAK-OUT AGREEMENT, and Leak-Out Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This SETTLEMENT, LOCK-UP, AND LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2022 (the “Effective Date”), by and between Endexx Corporation, a Nevada corporation (the “Company”), and _____________________, a _______________________ (the “Securities Holder”). For all purposes of this Agreement, “Securities Holder” includes any affiliate or controlling person of the Securities Holder and any other agent, representative, or other person with whom the Securities Holder is acting in concert.
ENDORSEMENT AND LICENSE AGREEMENTEndorsement and License Agreement • March 4th, 2021 • Endexx Corp • Services-business services, nec • New York
This Endorsement and License Agreement (the “Agreement”), effective as of the date on which the first Guaranteed Payment set forth in 5.a. is tendered to Furnisher (the “Effective Date”), is made by and between Serious Promotions, Inc., a Florida corporation (“Furnisher”), f/s/o Khaled Khaled, professionally known as DJ Khaled (“Talent”), c/o Sedlmayr & Associates, P.C., 489 Fifth Avenue, 30th Floor, New York, NY 10017 and Khode, LLC, a Delaware limited liability company with offices located at 38246 North Hazelwood Circle, Cave Creek, AZ 85331 (“Company”). Furnisher and Company may be referred to herein collectively as the “Parties” or individually as a “Party.”
ESCROW AGREEMENTEscrow Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of August 31, 2022, by and among Rayne Forecast Inc., an Arizona corporation (“Rayne”), Todd Allen Davis, an individual residing in the State of Arizona (“Mr. Davis”), Endexx Corporation, a Nevada corporation (“EDXC”), and Randolf W. Katz, a member of, and on behalf of, Clark Hill PLC, a Michigan domestic professional limited liability company (the “Escrow Agent”). Each of Rayne and Mr. Katz may be referred to individually as a “Party” or collectively as the “Parties.”
AGREEMENTAgreement • March 4th, 2021 • Endexx Corp • Services-business services, nec
This Agreement is made, effective as of the 17th day of February, 2019 (“Effective Date”), by and between CBD UNLIMITED INC., a Nevada Corporation existing under the laws of the State of Nevada, with its principal place of business located at 38246 N. Hazelwood Circle, Cave Creek, AZ 85331 (hereinafter referred to as “Supplier”) and Gold Coast Distributors LTD, a Corporation existing under the laws of the State of New York, with its principal place of business located at 17 Eltona Place, East Northport, New York (hereinafter referred to as “Distributor”) (each is individually referred to herein as “Party” and collectively as the “Parties”).
UPDATE AGREEMENTUpdate Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec
This Update Agreement (this “Agreement”) is entered effective as of the 1st day of February, 2021 (the “Effective Date”), by and between ENDEXX Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“ENDEXX”), and M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (“M2B”; and, collectively with ENDEXX, the “Parties”). The Parties are signatories to (i) a Securities Purchase Agreement (the “SPA”), (ii) three Senior Secured Convertible Promissory Notes1 (collectively, the “Notes”), and (iii) a related Security Agreement (the “Security Agreement”). The Parties wish (x) to reaffirm the enforceability of the SPA and the Security Agreement, (y) to amend certain aspects of each of the Notes, and (z) for ENDEXX to grant to M2B an option for the purchase of shares of common stock of ENDEXX, all as set forth with more particularity hereinbelow.
CONTROL ACQUISITION AGREEMENT BY AND AMONG ENDEXX CORPORATION, EH SUB, INC., AND HYLA UK HOLDCO LIMITED DATED AS OF AUGUST 31, 2022Acquisition Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This ACQUISITION AGREEMENT (this “Agreement”), is entered into as of August 31, 2022, by and among Endexx Corporation, a Nevada corporation (“Endexx”); EH Sub, Inc., a Nevada corporation and wholly owned subsidiary of Endexx (the “Acquisition Sub”); and Hyla UK Holdco Limited, a United Kingdom limited company (the “Seller”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of January 22, 2021, by Endexx Corporation, a Nevada corporation (the “Grantor”), is in favor of Apollo Management SPV LLC, a Florida limited liability company (the “Secured Party”).
PERCENTAGE PAYMENT AGREEMENTPercentage Payment Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Percentage Payment Agreement (this “Agreement”), dated as of January 22, 2021 (the “Effective Date”), is by and between Apollo Management Group, Inc., a Florida corporation with offices located at 7050 Aloma Avenue, Winter Park, Florida 32792 (“Apollo”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx”; collectively, with Apollo, the “Parties,” or each, individually, a “Party”).
SALES REPRESENTATION AGREEMENTSales Representation Agreement • March 4th, 2021 • Endexx Corp • Services-business services, nec
This Agreement, entered into as of this 15th day of December, 2017, by and between Impulse Health, LLC, a Virginia limited liability company (“Representative”) and ENDEXX CORPORATION, a Nevada Corporation (“ENDEXX”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of August 31, 2022, by and among ENDEXX Corporation, a Nevada corporation (“EDXC”), CBD Unlimited, Inc., a Nevada corporation (“CBDU”), Todd Allen Davis, a resident of the State of Arizona (“Mr. Davis”), and Rayne Forecast Inc., an Arizona corporation (“Rayne”). Each of EDXC, CBDU, Mr. Davis, and Rayne may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 4th, 2021 • Endexx Corp • Services-business services, nec • Arizona
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 1, 2020, is made by and among CBD Unlimited, Inc. FKA CBD Unlimited, Inc. aka Endexx Corporation , a corporation organized under the laws of Nevada at 38246 N. Hazelwood Circle., Cave Creek (“CBDU”), Kush Inc.-aka(Kushwear)owned by Charles Mohr an individual, at 51 West Blvd, East Rockaway, NY. 11518. (“Kush”), are the only “interested parties”.
WARRANT MODIFICATION AND CLARIFICATION AGREEMENTWarrant Modification and Clarification Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec
This Warrant Modification and Clarification Agreement (this “Agreement”) is by and between Endexx Corporation, a Nevada corporation formerly known as CBD Unlimited, Inc. (the “Company”), and Apollo Capital Corp., a Florida corporation (“Apollo”) and as is effective as of this 31st day of March, 2021 (the “Effective Date”).
Intercompany Services AgreementIntercompany Services Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This Intercompany Services Agreement (this “Agreement”) effective as of August 31, 2022 (the “Effective Date”), is entered into by and between HYLA US Holdco Limited, a corporation organized under the laws of the State of Delaware (“HYLA”), and Endexx Corporation, a corporation organized under the laws of the State of Nevada (“ENDEXX”).
