NYXIO TECHNOLOGIES Corp Sample Contracts

NYXIO TECHNOLOGIES Corp – Master Representative & Consulting Agreement (March 11th, 2015)

This Master Representative and Consulting Agreement ("Agreement") is entered into as of the 23rd Day of May, 2013 (hereinafter "Agreement Date") between KMH Associates, Inc. a New York Corporation, with its principal place of business at BOX 1195, Smithtown, NY 11787-0959 (the "Master Rep") and Nyxio Technologies Corp, an Oregon Company with its principal place of business at 2156 Northeast Broadway, Portland, OR 97232 (the "Vendor").

NYXIO TECHNOLOGIES Corp – Nyxio Technologies Corp. (the “Company”) 2015 INCENTIVE PLAN (February 27th, 2015)
NYXIO TECHNOLOGIES Corp – Business Consulting Agreement (February 5th, 2015)

WHEREAS, the Company desires to be assured of the services of the Consultant in order to avail itself to the Consultant’s experience, skills, knowledge and abilities. The Company is therefore willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set forth herein.

NYXIO TECHNOLOGIES Corp – Business Consulting Agreement (February 5th, 2015)

WHEREAS, the Company desires to be assured of the services of the Consultant in order to avail itself to the Consultant’s experience, skills, knowledge and abilities. The Company is therefore willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set forth herein.

NYXIO TECHNOLOGIES Corp – Business Consulting Agreement (February 5th, 2015)

WHEREAS, the Company desires to be assured of the services of the Consultant in order to avail itself to the Consultant's experience, skills, knowledge and abilities. The Company is therefore willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set forth herein.

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (November 20th, 2014)

For good and valuable consideration, Nyxio Technologies Corp., a Nevada corporation, (“Maker”), hereby makes and delivers this Promissory Note (this “Note”) in favor of CANE CLARK LLP, a Nevada limited liability partnership or its assigns (“Holder”), and hereby agree as follows:

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (November 20th, 2014)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America.

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (November 20th, 2014)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America.

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (November 20th, 2014)

For good and valuable consideration, Nyxio Technologies Corp., a Nevada corporation, (“Maker”), hereby makes and delivers this Promissory Note (this “Note”) in favor of CLARK CORPORATE LAW GROUP LLP, a Nevada limited liability partnership or its assigns (“Holder”), and hereby agree as follows:

NYXIO TECHNOLOGIES Corp – Contract (November 20th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – SECURITIES EXCHANGE AND SETTLEMENT AGREEMENT (November 20th, 2014)

This Securities Exchange and Settlement Agreement, dated as of October l 3, 2014 (this ''Agreement''), between Nyxio Technologies Corp., a Nevada corporation (inclusive of any Subsidiaries, "Issuer"), and Beaufort Capital Partners LLC ("Investor'') (Issuer and Investor may hereinafter be referred to individually as a "Party" or jointly as the "Parties").

NYXIO TECHNOLOGIES Corp – Contract (November 20th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE (November 19th, 2014)

FOR VALUE RECEIVED, NYXIO TECHNOLOGIES CORP., a Nevada corporation (the "Maker or Company") with its principal offices located at 1330 S.W. 3RD AVE. PORTLAND, OREGON 97201 promises to pay to the order of BEAUFORT CAPITAL PARTNERS LLC, or its registered assigns (the "Payee"), upon the terms set forth below, the principal amount of Twenty-Five Thousand Dollars ($25,000.00) (this "Note").

NYXIO TECHNOLOGIES Corp – Contract (November 19th, 2014)

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NYXIO TECHNOLOGIES Corp – Contract (November 19th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – Contract (November 19th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – 1st AMENDED CERTIFICATE OF DESIGNATION OF NYXIO TECHNOLOGIES, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES A PREFERRED STOCK (October 6th, 2014)

On behalf of Nyxio Technologies, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):

NYXIO TECHNOLOGIES Corp – SHARE EXCHANGE AGREEMENT (October 6th, 2014)

This Share Exchange Agreement (this “Agreement”), dated effective as of _____________, 2014, is by and among 212 DB Corp., a Delaware corporation (“212”), at least a majority of the common shareholders of 212 (the “212 Common Stockholders”) and Nyxio Technologies Corp., a

NYXIO TECHNOLOGIES Corp – Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations (Pursuant to Nevada Revised Statutes 78.1955 – After Issuance of Class or Series) (October 6th, 2014)

4)       By resolution adopted by the board of directiors, the certificate of designation is being amended as follows or the new class or series is:

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (August 21st, 2014)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America.

NYXIO TECHNOLOGIES Corp – Contract (August 21st, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY INCOMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – Contract (August 21st, 2014)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT")

NYXIO TECHNOLOGIES Corp – CONYVERTIBLE PROMISSORY NOTE (August 21st, 2014)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest "). Interest shall commence

NYXIO TECHNOLOGIES Corp – 2nd AMENDED CERTIFICATE OF DESIGNATION OF NYXIO TECHNOLOGIES CORPORATION Pursuant to Section 78.1955 of the Nevada Revised Statutes CLASS B CONVERTIBLE PREFERRED STOCK (June 19th, 2014)

On behalf of Nyxio Technologies Corporation, a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):

NYXIO TECHNOLOGIES Corp – Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations (Pursuant to Nevada Revised Statutes 78.1955 – After Issuance of Class or Series) (June 19th, 2014)

4)       By resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY .NOTE (May 21st, 2014)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per

NYXIO TECHNOLOGIES Corp – Contract (May 21st, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALLBE ENDORSED UPON ANY CONVERTIBLE PROMJSSORY NOTE ISSUEDIN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – Contract (May 21st, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE. THIS NOTE IS ISSUED TO THE HOLDER PURSUANT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT DATED FEBRUARY 20, 2014, WHEREBY THE HOLDER ACQUIRED A PORTION ($27,500) OF DEBT DUE BY THE ISSUER TO ICG USA, LLC EVIDENCED BY A CERTAIN CONVERTIBLE PROMISSORY NOTE ISSUED ON FEBRUARY 16, 2012 IN THE ORIGINAL PRINCIPAL AMOUNT OF $200,000 AND WHICH INCLUSIVE OF ACCRUED AND UNPAID INTEREST EQUALS $ _________ AS OF DATE HEREOF (THE "ICG NOTE") (A COPY OF THE ICG NOTE IS ATTACHED HERETO

NYXIO TECHNOLOGIES Corp – Contract (May 21st, 2014)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (May 20th, 2014)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof u ti! the same is paid ("Default Interest"). Interest shall commence accruing on the

NYXIO TECHNOLOGIES Corp – NYXIO TECHNOLOGIES CORP. 8% CONVERTIBLE REDEEMABLE NOTE DUE MARCH 4, 2015 (April 16th, 2014)

FOR VALUE RECEIVED, Nyxio Technologies Corp. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Thirty Seven Thousand dollars Eight Hundred Seventy Five Dollars exactly (U.S. $37,875.00) on March 4, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on March 4, 2014. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225 initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, les

NYXIO TECHNOLOGIES Corp – NYXIO TECHNOLOGIES CORP. 8% CONVERTIBLE REDEEMABLE NOTE DUE MARCH 4, 2015 (April 16th, 2014)

FOR VALUE RECEIVED, Nyxio Technologies Corp. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Seventy Five Thousand dollars exactly (U.S. $75,000.00) on March 4, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on March 4, 2014. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225 initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be

NYXIO TECHNOLOGIES Corp – SECURITIES PURCHASE AGREEMENT (April 16th, 2014)

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 12, 2013, by and between NYXIO TECHNOLOGIES CORPORATION, a Nevada corporation, with headquarters located at 2156 NE Broadway, Portland, OR 97232 (the "Company"), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (April 16th, 2014)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability

NYXIO TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (April 15th, 2014)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.