SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2019 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 23, 2019, by and between IRONCLAD ENCRYPTION CORPORATION, a Delaware corporation, with headquarters located at One Riverway, 777 South Post Oak Lane, Suite 1700, Houston, TX 77056 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. South, 10th Floor, New York, NY 10016 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTIRONCLAD ENCRYPTION Corp • October 17th, 2017 • Services-prepackaged software • Puerto Rico
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tangiers Global, LLC, a Wyoming corporation, 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 August 24, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ironclad Encryption Corporation, a Nevada corporation (the “Company”), up to 82,500 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 1.00(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2018 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 19, 2018, by and between Ironclad Encryption Corporation, a Delaware corporation, with headquarters located at 777 South Post Oak Lane, Suite 1700, Houston, TX 77056 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2018 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 25, 2018, by and between IRONCLAD ENCRYPTION CORPORATION, a Delaware corporation, with its address at 777
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2017 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • California
This Registration Rights Agreement (the “Agreement”), dated as of August 24, 2017 (the “Execution Date”), is entered into by and between Ironclad Encryption Corporation (the “Company”), a Nevada corporation, with its principal executive offices at 777 S. Post Oak Lane, Suite 1700, Houston, TX 77056, 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.
INVESTMENT AGREEMENTInvestment Agreement • October 17th, 2017 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • California
This INVESTMENT AGREEMENT (the “Agreement”), dated as of August 24, 2017 (the “Execution Date”), is entered into by and between Ironclad Encryption Corporation (the “Company”), a Nevada corporation, with its principal executive offices at 777 S. Post Oak Lane, Suite 1700, Houston, TX 77056, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2019 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 1, 2019, by and between «Company_Name», a Delaware corporation, with headquarters located at One Riverway, 777 South Post Oak Lane, Suite 1700, Houston, TX 77056 (the “Company”), and GS CAPITAL PARTNERS, LLC, a New York limited liability company, with its address at 30 Broad Street, Suite 1201, New York, NY 10004 (the “Buyer”).
10% FIXED CONVERTIBLE PROMISSORY NOTE OF IRONCLAD ENCRYPTION CORPORATIONIRONCLAD ENCRYPTION Corp • October 17th, 2017 • Services-prepackaged software • California
This Note is a duly authorized Fixed Convertible Promissory Note of Ironclad Encryption Corporation a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 10% Fixed Convertible Promissory Note in the principal amount of $330,000 (the “Note”). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2017 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • Texas
This Employment Agreement is executed as of August 17, 2017 to be effective as of the 6th day of January 2017 (“Effective Date”), by and between Ironclad Encryption Corporation (together with its successors and assigns, the “Company” or “Ironclad”), and Len Walker ("Executive").
ContractIRONCLAD ENCRYPTION Corp • July 16th, 2019 • Services-prepackaged software
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractIRONCLAD ENCRYPTION Corp • July 16th, 2019 • Services-prepackaged software
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT TO LETTER OF INTENT TO ACQUIRE INTERLOK KEY MANAGEMENT, LLCButte Highlands Mining Company, Inc. • August 22nd, 2016 • Blank checks
For and in consideration of mutual benefit, the receipt of which is hereby acknowledged, Butte Highlands Mining Company, Inc. (“Butte Highlands”) and InterLock Key Management, LLC.(now Interlok Key Management, Inc.) (“INTERLOK”) (collectively, the “Parties”) hereby agree to revise Paragraph 6 of the June 16, 2016 Letter of Intent to acquire Interlok Key Management, LLC dated as follows:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 6th, 2017 • Butte Highlands Mining Company, Inc. • Blank checks • Delaware
THIS SHARE EXCHANGE AGREEMENT (the “Agreement “) dated and effective as of January 6, 2017, by and among Butte Highlands Mining Company, Inc., a Delaware corporation (“BUTTE”); Interlok Key Management, Inc., a Texas corporation (“INTERLOK”); and each person listed on the signature pages who are the owners of INTERLOK Common Stock (“SHAREHOLDERS”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2017 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • Texas
This Employment Agreement is executed as of August 17, 2017 to be effective as of the 1st day of June 2017 (“Effective Date”), by and between Ironclad Encryption Corporation (together with its successors and assigns, the “Company” or “Ironclad”), and Randall Rice ("Executive").
CREDIT AGREEMENTCredit Agreement • April 17th, 2018 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • Georgia
THIS CREDIT AGREEMENT (this "Agreement") is entered into as of February 1, 2018, by and among the Ironclad Encryption Corporation, a Delaware corporation (the "Borrower") and Layer 3 Communications, a Georgia company ("Lender"). (redacted)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2019 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software • New York
This SECUITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2019, by and between Ironclad Encryption Corporation, a Delaware corporation, with headquarters located at One Riverway, 777 South Post Oak Lane, Houston, TX 77056 (the “Company”), and GW Holdings Group, LLC, a New York limited liability company with its executive offices located at 137 Montague Street, Suite 291, Brooklyn, NY 11201 (the “Buyer”).
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE DATED JUNE 29, 2018Securities Purchase Agreement • August 20th, 2018 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software
CONVERTIBLE PROMISSORY NOTE dated June 29, 2018, is entered into by and between Ironclad Encryption Corporation, a Delaware corporation (the “Company”), and Morningview Financial, LLC, a Wyoming limited liability company (the “Holder”) (collectively the “Parties”).
STOCK OPTION AGREEMENT (INCENTIVE AND NON-QUALIFIED STOCK OPTIONS)Stock Option Agreement • August 21st, 2017 • IRONCLAD ENCRYPTION Corp • Services-prepackaged software
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement (“Agreement”), Ironclad Encryption Corporation, a Nevada corporation (the “Company”), has granted you an option (“Stock Option”) under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
AMENDMENT #1 TO THE $330,000 PROMISSORY NOTE DATED AUGUST 24, 2017IRONCLAD ENCRYPTION Corp • October 24th, 2017 • Services-prepackaged software
The parties agree that the $330,000 Fixed Convertible Promissory Note (the “Note”) by and between Ironclad Encryption Corporation (the “Borrower”) and Tangiers Global, LLC (the “Lender”) is hereby amended as follows:
