RYVYL Inc. Sample Contracts
UNDERWRITING AGREEMENT between GREENBOX POS and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several UnderwritersUnderwriting Agreement • February 17th, 2021 • GreenBox POS • Services-management consulting services • New York
The undersigned, GreenBox POS, a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2020, between Greenbox POS, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2018 • GreenBox POS, LLC • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 6, 2018, by and between GreenBox Pos LLC, a Nevada corporation, with its address at 9436 Jacob Lane, Rosemead, CA , 91770 (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”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 29th, 2020 • GreenBox POS • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on [_____], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenbox POS, a Nevada corporation (the “Company”), up to ______2 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2021 • GreenBox POS • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 2, 2021, is by and among GreenBox POS, a Nevada corporation with offices located at 131 Camino Del Rio North, Suite 1400, San Diego, CA 92108 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE july [___]2, 2021Convertible Security Agreement • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Debentures of Greenbox POS, a Nevada corporation (the “Company”), having its principal place of business at 8880 Rio San Diego Drive, Suite 102, San Diego, CA, 92108, designated as its 10% Original Issue Discount Secured Convertible Debenture due July [__]3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
This SECURITY AGREEMENT, dated as of October __, 2020 (this “Agreement”), is among Greenbox POS, 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 10% Original Issue Discount Senior Secured Convertible Debentures due October __, 2021 unless extended pursuant to the terms therein, in the original aggregate principal amount of $_______ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
SUBSIDIARY GUARANTEE, dated as of October __, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Greenbox POS, a Nevada corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2025 • RYVYL Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2025, between RYVYL 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 RYVYL INC.Common Stock Purchase Warrant • July 2nd, 2025 • RYVYL Inc. • Services-management consulting services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] 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 5:00 p.m. (New York City time) on [●]1(the “Termination Date”) but not thereafter, to subscribe for and purchase from RYVYL Inc., a Nevada corporation (the “Company”), up to [●] 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).
COMMON STOCK PURCHASE WARRANT RYVYL INC.Common Stock Purchase Warrant • October 7th, 2025 • RYVYL Inc. • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) shall only be issued, if at all, upon the date that is the first Business Day (the “Issue Date”) following the fifth (5th) Trading Day following the public announcement (the “Trigger”) either (i) the termination of certain Agreement and Plan of Merger dated September 28, 2025 between RYVYL Inc. (the “Company”), RYVYL Merger Sub, Inc., and RTB Digital Inc. (“RTB”) (the “Merger Agreement”) (x) by RTB as a result of a material breach by the Company thereof or (y) in light of the failure of any condition to RTB’s obligation to close specified in Section 8.02 of the Merger Agreement arising materially from Company’s action or refusal to act to satisfy such condition; or (ii) Company’s breach of the Securities Purchase Agreement, dated October 6, 2025, between the Company and [RTB] (the “Purchase Agreement”). If, notwithstanding such public announcement and the circumstances related thereto the transactions described in Section 1.01 of the M
ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENTAssignment and Assumption and Management Agreement • February 12th, 2008 • ASAP Expo, Inc. • Nevada
This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on May 24, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): ASAP Show, Inc., a Nevada corporation (the “Company”), ASAP Holdings, Inc., a Nevada corporation (the “Subsidiary”) and Frank Yuan (the “Manager”)..
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2025 • RYVYL Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2025, between RYVYL 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”).
EXCHANGE AGREEMENTExchange Agreement • November 28th, 2023 • RYVYL Inc. • Services-management consulting services • Nevada
This Exchange Agreement (the “Agreement”) is entered into as of this 27th day of November, 2023, by and between RYVYL Inc., a Nevada corporation (f/k/a GreenBox POS), a Nevada corporation with offices located at 3131 Camino Del Rio North, Suite 1400, San Diego, California 92108 (the “Company”) and the Holder signatory hereto (the “Holder”), with reference to the following facts:
First Amendment to Securities Purchase AgreementSecurities Purchase Agreement • December 12th, 2025 • RYVYL Inc. • Services-management consulting services
This is the first amendment, dated as of December 9, 2025 (“Amendment”), to that certain Securities Purchase Agreement dated as of October 6, 2025 (“Agreement”), by and between Ryvyl Inc., a Nevada corporation (“Company”) and RTB Digital, Inc., a Delaware corporation (“RTB”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 2nd, 2025 • RYVYL Inc. • Services-management consulting services • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 6th, 2022 • GreenBox POS • Services-management consulting services • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of March 30th, 2022 (the “Effective Date”), between Sky Financial and Intelligence, LLC a Wyoming Limited Liability Company with a principal place of business located at 3101 Smith St. Houston, TX 77006 (the “Seller”) and GreenBox POS INC, a Nevada Corporation with a principal place of business located at 3131 Camino Del Rio N, San Diego, CA 92108 (the "Buyer"). The Buyer and Seller are referred to collectively herein as the "Parties."
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 21st, 2018 • GreenBox POS, LLC • Services-management consulting services • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of September 20, 2018 (the “Effective Date”), between GreenBox POS LLC, a Washington Limited Liability Company with a principal place of business located at 2305 Historic Decatur Road, Suite 100, San Diego, CA 92106 (the “Seller”) and GreenBox POS LLC, a Nevada Corporation with a principal place of business located at 2305 Historic Decatur Road, Suite 100, San Diego, CA 92106 (the "Buyer"). The Buyer and Seller are referred to collectively herein as the "Parties."
Enters into a standstill agreement until May 6, 2025 in respect of pre-funded SPA -Standstill Agreement • April 24th, 2025 • RYVYL Inc. • Services-management consulting services
SAN DIEGO, CA – April 24, 2025 – RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology for the diverse international markets, has entered into an agreement to negotiate and potentially restructure the terms of its pre-funded asset sale of its RYVYL EU subsidiary although there is no certainty a deal will be reached. In conjunction with ongoing negotiations, the buyer has agreed a standstill period in respect of the pre-funded asset sale from April 23, 2025, to May 6, 2025. The Company has the right to extend such standstill period for an additional 21 days to May 27, 2025, in consideration of its payment of $750,000 on or before May 6, 2025.
AMENDMENT NO. 2 TO EXCHANGE AGREEMENTExchange Agreement • August 28th, 2023 • RYVYL Inc. • Services-management consulting services
This Amendment No. 2 (this “Amendment No. 2”) to Exchange Agreement is made and entered into effective as of August 25, 2023, by and between RYVYL, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Exchange Agreement (as defined below).
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • August 18th, 2023 • RYVYL Inc. • Services-management consulting services
This Amendment No. 1 (this “Amendment No. 1”) to Exchange Agreement is made and entered into effective as of August 18, 2023, by and between RYVYL, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Exchange Agreement (as defined below).
STOCK OPTION AGREEMENT RYVYL Inc. 2023 Equity Incentive PlanStock Option Agreement • November 24th, 2025 • RYVYL Inc. • Services-management consulting services • Nevada
RYVYL Inc. (f/k/a GreenBox POS) [ADDRESS]Exchange Agreement • July 26th, 2023 • RYVYL Inc. • Services-management consulting services
This agreement (this “Agreement”) is being delivered to you in connection with that certain understanding by and between RYVYL Inc. (f/k/a GreenBox POS), a Nevada corporation (the “Company”) and the undersigned (“Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2020 • GreenBox POS • Services-management consulting services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December __, 2020, by and between GreenBox POS, a Nevada corporation with its headquarters located at 8880 Rio San Diego Dr, Suite 103, San Diego, CA (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
AGREEMENT AND WAIVERAgreement and Waiver • January 31st, 2022 • GreenBox POS • Services-management consulting services
This AGREEMENT AND WAIVER (this “Agreement”), dated as of January 28, 2022, is entered into by and among GreenBox POS, a Nevada corporation (the “Company”), and the investor signatory below (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 27th, 2020 • GreenBox POS • Services-management consulting services • California
This Common Stock Purchase Agreement (the “Agreement”), dated as of May 11, 2020 (the “Execution Date”), is entered into by and between Greenbox POS., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
AMENDMENT AGREEMENT NO. 1 To the Share Purchase Agreement dated 3 September 2021 (the “SPA”)Share Purchase Agreement • March 31st, 2022 • GreenBox POS • Services-management consulting services
GREENBOX POS, a Nevada publicly traded company under NASDAQ symbol “GBOX” with an address at 3131 Camino Del Rio North, Suite 1400, San Diego, CA, 92108 (“Buyer”)
PREFERRED STOCK REPURCHASE AND NOTE REPAYMENT AGREEMENTPreferred Stock Repurchase and Note Repayment Agreement • January 24th, 2025 • RYVYL Inc. • Services-management consulting services • Nevada
This Preferred Stock Repurchase and Note Repayment Agreement, dated as of January 23, 2025 (this “Agreement”), is entered into by and between RYVYL Inc., a Nevada corporation (the “Company”), and ___________ , a company organized under the laws of the Cayman Islands (the “Investor”).
SEVERANCE BENEFITS OFFER AND GENERAL WAIVER AND RELEASE OF CLAIMSSeverance Benefits Offer and General Waiver and Release of Claims • October 2nd, 2025 • RYVYL Inc. • Services-management consulting services • California
As set forth in this Severance Benefits Offer and General Waiver and Release of Claims (“Agreement”), RYVYL INC. (f/k/a GreenBox POS) has offered to pay me, Fredi Nisan (“Nisan”), the severance benefits described herein in exchange for the terms set forth below (the “Waiver and Release”) which, among other things, includes my agreement to waive all claims against and to release RYVYL and its current and former affiliated, related, predecessor, successor and merged entities (including, without limitation, any current or former entity controlling, controlled by, merged into, affiliated with, or under common control with or by RYVYL), which entities, together with RYVYL, are referred to collectively herein as “RYVYL Released Group”), along with RYVYL’s current and former partners (joint venture, limited, or general), principals, shareholders, members, trustees, directors, officers, employees, administrators, insurers, reinsurers, employee benefit plans sponsored by RYVYL (including fiduci
FORBEARANCE AGREEMENTForbearance Agreement • May 20th, 2024 • RYVYL Inc. • Services-management consulting services
This FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2024 (the “Forbearance Date”) by and between RYVYL Inc., a Nevada corporation (f/k/a GreenBox POS), a Nevada corporation with offices located at 3131 Camino Del Rio North, Suite 1400, San Diego, California 92108 (the “Company”) and the Holder signatory hereto (the “Holder”).
RE: M&A Advisory AgreementM&a Advisory Agreement • January 15th, 2026 • RYVYL Inc. • Services-management consulting services • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 16th, 2025 • RYVYL Inc. • Services-management consulting services • New York
SHARE PURCHASE AGREEMENT BETWEEN LORD JAMES EDWARD BERGMAN ABRAHAM CHESED YEHUDA AVGANIM FALK-UWE PREUSSNER STEFAN VOLKER HLAWATSCH (AS SELLERS) AND GREENBOX POS (AS BUYER) REGARDING THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF TRANSACT EUROPE...Share Purchase Agreement • September 20th, 2021 • GreenBox POS • Services-management consulting services
GREENBOX POS, a Nevada publicly traded company under NASDAQ symbol “GBOX” with an address at 3131 Camino Del Rio North, Suite 1400, San Diego, CA, 92108 (“Buyer”)
Software License and Services Agreement with ExclusivitySoftware License and Services Agreement • February 7th, 2020 • GreenBox POS • Services-management consulting services • California
This software license and services agreement (“Agreement”) is by and between GreenBox POS, LLC (“GreenBox”), a Nevada corporation, having its principal place of business at 8880 Rio San Diego Drive Suite 102 San Diego, CA 92106, Cultivate Technologies, LLC (“Cultivate”), a Nevada Limited Liability Company, having its principal place of business at 3333 East End Ave, Chicago, IL, 60411 and MTrac Tech Corp. (“MTrac”), A Nevada Corporation having its principal place of business at 1835 Sunset Cliffs Blvd. Ste 202 San Diego Ca 92107 (individually each a “Party” collectively the “Parties”).
TERMINATION AGREEMENTTermination Agreement • January 24th, 2025 • RYVYL Inc. • Services-management consulting services
This Termination Agreement (the “Agreement”) entered into as of January 23, 2025, (the “Effective Date”), by and between RYVYL, Inc., a corporation incorporated in the State of Nevada of the United States with a registered office located at 3131 Camino Del Rio North, Suite 1400, San Diego, California 92108, United States (the “Company”), Transact Europe Holdings EOOD, a sole owner limited liability company, registered with the Bulgarian Commercial Register and Register of Non-profit Legal Entities with the Registry Agency under UIC (ЕИК) 203296816, organized under the laws of the Republic of Bulgaria, with a registered office located at Perform Business Center, Sofia Center, Pozitano Sq 2, 3rd floor, 1000 Sofia, Bulgaria (the “Seller”) and Hampstead Holdings Ltd, a limited liability company, organized under the laws of the Republic of Bulgaria, registered with the Bulgarian Commercial Register and Register of Non-profit Legal Entities with the Registry Agency under UIC (ЕИК) 208105806,