EXHIBIT 10.9 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease"), dated as September 11, 2014, between KALYX COLORADO 695 BRYANT LLC, a Colorado limited liability company, having an address at 311 West 43rd Street, 3rd Floor, Suite 300, New York, New...Lease Agreement • November 4th, 2014 • Strainwise, Inc. • Services-management consulting services • New York
EXHIBIT 10.2.1 SUBLEASE AGREEMENT This sublease agreement ("Sublease Agreement"), entered into this 1st day of January, 2015 is made between 5110 RACE, LLC a Colorado limited liability company ("Lessor" or "Sublandlord") and Monarch America, Inc. a...Sublease Agreement • March 13th, 2015 • Strainwise, Inc. • Services-management consulting services • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2019 • STWC. Holdings, Inc. • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2019, by and between STWC HOLDINGS, INC., a Colorado corporation, with its address at 1350 Independence St., Suite 300, Lakewood, CO 80215 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2019 • STWC. Holdings, Inc. • Services-management consulting services • Nevada
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 18, 2019 (the “Execution Date”), is entered into by and between STWC HOLDINGS, INC., a Colorado corporation, with headquarters located at 1350 Independence St., Suite 300, Lakewood, CO 80215 (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Investor”).
EXHIBIT 10.4.1 FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT ("Amendment") dated as of December 1, 2014, is entered into by and between BCP - NOME I, LLC, a Colorado limited liability company...Commercial Lease Agreement • December 12th, 2014 • Strainwise, Inc. • Services-management consulting services
EXHIBIT 10.1Agreement • August 21st, 2014 • 4th Grade Films Inc • Services-allied to motion picture production • Utah
EXHIBIT 10.8 STRAINWISE, INC. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "Agreement") is made between STRAINWISE, INC., a Colorado corporation ("Strainwise" herein) and the undersigned Shawn...Confidentiality and Non-Competition Agreement • September 17th, 2014 • 4th Grade Films Inc • Services-management consulting services
Name Subject Shares John Walsh 71,000 * Jason Amos 32,500 Gary Ashurst 30,000Out Agreement • September 17th, 2014 • 4th Grade Films Inc • Services-management consulting services • Utah
EXHIBIT 10.14 Form of Amended and Restated Senior Loan Agreement, 25% Convertible Promissory Note, Personal Guaranty Agreement and Subsidiary Guaranty Agreement, together with schedule required by instruction 2 to the Item 601 (a) of regulation S-K.Senior Loan Agreement • March 13th, 2015 • Strainwise, Inc. • Services-management consulting services • Colorado
MANAGEMENT AGREEMENT Between COPR ENTERPRISES, LLC And STWC HOLDINGS, INC. MANAGEMENT AGREEMENTManagement Agreement • October 9th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • California
This Development Agreement is made as of the ____ day of ______________ by and between COPR Enterprises, LLC, a Puerto Rico limited liability company with an address of _____________________________________("COPR") and STWC Holdings, Inc., a Colorado corporation with an address of 1350 Independence Street, Suite 300, Lakewood, CO 80215 ("STWC"). COPR and STWC are each individually referred to herein as a "Party" and are collectively referred to herein as the "Parties".
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2019 • STWC. Holdings, Inc. • Services-management consulting services • Puerto Rico
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of June 20, 2019 (the “Execution Date”), is entered into by and between STWC Holdings, Inc. (the “Company”), a Utah corporation, with its principal executive offices at 1350 Independence St. Suite 300, Lakewood, CO 80215, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901.
COMMERCIAL LEASE The parties agree as follows: Landlord: Strainwise, Inc. Tenant: 5110 Race, LLC (d/b/a The Sanctuary) Location of leased premises: 5110 Race Street, Denver, CO Term: Sixty months beginning August 1, 2014. Term can be renewed for five...Commercial Lease • March 13th, 2015 • Strainwise, Inc. • Services-management consulting services
LANDLORD'S CONSENT AND AGREEMENT TO ASSIGNMENTLandlord's Consent and Agreement • June 19th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Landlord's Consent and Agreement to Assignment ("Agreement") is made as of the 31st day of January 2018, among KALYX COLORADO 695 BRYANT LLC, a Colorado limited liability company ("Landlord"), STRAINWISE, INC., a Colorado corporation ("Assignor"), and CORRIDOR 70 LLC, a Colorado limited liability company ("Assignee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2019 • STWC. Holdings, Inc. • Services-management consulting services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 18, 2019, by and between STWC HOLDINGS, INC., a Colorado corporation, with headquarters located at 1350 Independence St., Suite 300, Lakewood, CO 80215 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 22nd, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Executive Employment Agreement (the "Agreement") is entered into as of the date written below by and between STWC Holdings, Inc., a Colorado corporation (the "Company"), and Erin Phillips, a resident of Colorado ("Employee"). The parties hereby agree as follows:
EXHIBIT 10.1 EXCHANGE OPTION This Agreement is made as of February 24, 2014 by and between Erin Phillips, Shawn Phillips and Strainwise, Inc. (the "Company") to establish the terms and conditions by which the Company will have the option to acquire...Exchange Option • September 17th, 2014 • 4th Grade Films Inc • Services-management consulting services • Colorado
INVESTMENT AGREEMENTInvestment Agreement • July 2nd, 2019 • STWC. Holdings, Inc. • Services-management consulting services • Puerto Rico
This INVESTMENT AGREEMENT (the “Agreement”), dated as of June 20, 2019 (the “Execution Date”), is entered into by and between STWC Holdings, Inc. (the “Company”), a Utah corporation, with its principal executive offices at 1350 Independence St. Suite 300, Lakewood, CO 80215, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901.
MASTER SERVICES AGREEMENTDevelopment Agreement • October 24th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Master Services Agreement ("Agreement") is effective, October 11, 2018 (the "Effective Date"), by and between STWC Holdings, Inc., a Colorado corporation ("Strainwise") and 2600 Meridian, LLC, an Oklahoma Limited Liability Company, with an address of 2600 S. Meridian Ave., Suites A, B and C, Oklahoma City, OK ("2600").
COMMON STOCK PURCHASE WARRANT STWC HOLDINGS, INC.STWC. Holdings, Inc. • July 2nd, 2019 • Services-management consulting services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $150,000.00 senior convertible promissory note to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from STWC Holdings, Inc., a Colorado corporation (the “Company”), up to 150,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 18, 2019,
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSConfidential Settlement Agreement and Release of Claims • December 12th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Confidential Settlement Agreement and Release of Claims ("Agreement", is made this November 15, 2018, between Headgate II, LLC, William A Shopneck, and Christopher Shopneck (collectively "Plaintiffs") on the one hand, and STWC Holdings, Inc. f/k/a Strainwise, Inc., Erin Phillips, Shawn Phillips, Railroad Ave., Inc., 5110 Race, LLC, Annie's Tobacco Emporium LLC, North Federal LLC, Rocky Mountain Farmacy, Inc. and Boulder County Caregivers, LLC (collectively "Defendants") on the other hand. Plaintiffs and Defendants are collectively referred to herein as the "Parties".
MASTER SERVICES AGREEMENTManagement Agreement • October 24th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Master Services Agreement ("Agreement") is effective, June 16, 2017 (the "Effective Date"), by and between STWC Holdings, Inc., a Colorado corporation ("Strainwise") and STWC Sorrento Valley, LLC, a California Limited Liability Company, with an address of 11189 Sorrento Valley Rd #103 San Diego, CA 92121. ("STWCSV").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 22nd, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Executive Employment Agreement (the "Agreement") is entered into as of the date written below by and between STWC Holdings, Inc., a Colorado corporation (the "Company"), and Jason Kotzker, a resident of Colorado ("Employee"). The parties hereby agree as follows:
OPERATING AGREEMENT OF MERIDIAN A, LLCLimited Liability Company • February 5th, 2019 • STWC. Holdings, Inc. • Services-management consulting services • Oklahoma
This Limited Liability Company Operating Agreement (this “Agreement”) of Meridian A, LLC, an Oklahoma limited liability company (the “Company”), is adopted and entered into by the Persons listed on Schedule A to this Agreement (the “Members”) pursuant to and in accordance with the Oklahoma Limited Liability Company Act, as amended from time to time (the “Act”). Terms used in this Agreement which are not otherwise defined shall have the respective meanings given those terms in the Act.
STWC HOLDINGS, INC. ADVISOR AGREEMENTAdvisor Agreement • May 2nd, 2019 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
Effective July 1, 2018 ("Effective Date"), STWC Holdings, Inc. ("Company") and the advisor named on the signature page hereto ("Advisor") agree as follows:
EXHIBIT 10.12Real Estate Lease • March 13th, 2015 • Strainwise, Inc. • Services-management consulting services • Colorado
This Lease Agreement (this "Lease") is dated November 11, 2014, by and between TJ INVESTMENTS LLC ("Landlord"), and STRAINWISE ("Tenant"). The parties agree as follows:
CONDITIONAL RELEASE AND PAYMENT OF BACK RENT AGREEMENTConditional Release and Payment of Back Rent Agreement • October 9th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Conditional Release and Payment of Back Rent Agreement ("Agreement") is made and entered into by and among Headgate II, LLC, a Colorado limited liability company ("Headgate"), and Strainwise, Inc., a Colorado corporation ("Strainwise") and Erin Phillips and Shawn Phillips ("Guarantors"). Headgate, Strainwise and the Guarantors are collectively referred to herein as the Parties. This Agreement is effective from the date it becomes fully executed ("Effective Date").
MASTER SERVICES AGREEMENTManagement Agreement • October 24th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Master Services Agreement ("Agreement") is effective, October 11, 2018 (the "Effective Date"), by and between STWC Holdings, Inc., a Colorado corporation ("Strainwise") and HWH Farms, LLC, an Oklahoma Limited Liability Company, with an address of 100 N. Cimarron, Boise City, OK ("HWH").
CONSULTING AGREEMENTConsulting Agreement • November 1st, 2018 • STWC. Holdings, Inc. • Services-management consulting services
Effective November 1, 2018 ("Effective Date"), STWC Holdings, Inc. ("Company") and J Paul Consulting Corp, a Colorado corporation ("Consultant") agree as follows:
COMMON STOCK PURCHASE WARRANTSTWC. Holdings, Inc. • July 2nd, 2019 • Services-management consulting services • Puerto Rico
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tangiers Global, LLC, a Wyoming 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on June 20, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from STWC Holdings, Inc., a Utah corporation (the “Company”), up to 1,100,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (the “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 1.00(b).
COMMON STOCK PURCHASE WARRANT STWC HOLDINGS, INC.STWC. Holdings, Inc. • May 16th, 2019 • Services-management consulting services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase price of $95,000.00 under the $100,000.00 convertible promissory note issued to the Holder (as defined below) on April 18, 2019) (the “Note”), Crown Bridge Partners, LLC (including any permitted and registered 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 of issuance hereof, to purchase from STWC Holdings, Inc., a Colorado corporation (the “Company”), 60,606 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).
Los Angeles, California – March 22, 2010 – 4th Grade Films, Inc. (OTCBB: FHGR- News) has signed a distribution agreement for the Company’s feature film, Four Stories of St. Julian, with Vanguard Cinema. Vanguard has the exclusive right to distribute...4th Grade Films Inc • March 22nd, 2010 • Services-allied to motion picture production
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Employment Agreement (the "Agreement") is entered into as of the date written below by and between STWC Holdings, Inc., a Colorado corporation (the "Company"), and Shawn Phillips, a resident of Colorado ("Employee"). The parties hereby agree as follows:
LOAN AGREEMENTLoan Agreement • June 19th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • Colorado
This Loan Agreement (this "Agreement"), dated April1Q 2018, is by and between Green Acres Partners A, LLC, a California limited liability company (the "Lender"), on the one hand, and STWC Holdings, Inc., a Colorado corporation (the "Borrower"), on the other hand.
COMMERCIAL REAL ESTATE LEASECommercial Real Estate Lease • June 19th, 2018 • STWC. Holdings, Inc. • Services-management consulting services • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2019 • STWC. Holdings, Inc. • Services-management consulting services • New York
