SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2021 • Xeriant, Inc. • Aircraft • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 27, 2021, by and between XERIANT, INC., a Nevada corporation, with headquarters located at Innovation Centre 1 3998 FAU Boulevard, Suite 309, Boca Raton, FL 33431 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT XERIANT, INC.Common Stock Purchase Warrant • December 30th, 2022 • Xeriant, Inc. • Aircraft • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the amendment to that senior secured promissory note in the principal amount of $6,050,000.00 issued to the Holder (as defined below) on October 27, 2021) (the “Note”), Auctus 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 XERIANT, INC., a Nevada corporation (the “Company”), 25,000,000 shares of Common Stock (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 amendment dated December 27, 2022, to the Note, by and among the
SECURITY AGREEMENTSecurity Agreement • November 4th, 2021 • Xeriant, Inc. • Aircraft • Nevada
This SECURITY AGREEMENT, dated as of October 27, 2021 (this “Agreement”), is among Xeriant, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Auctus Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2012 • Encom Group, Inc. • Retail-miscellaneous shopping goods stores • Texas
THIS AGREEMENT is made and entered into this 16th day of April, 2012, between RANDY BAYNE (hereinafter referred to as "Employee") and ENCOM GROUP, INC., a Nevada corporation, by and through its Board of Directors (hereinafter referred to as "Employer", “Company”, or “Encom”). The Employer and the Employee may be referred to singularly as a “Party” or collectively as the “Parties”.
EMPLOYMENT CONTRACT: BRENDAN PATRICK GOW MACPHERSONEmployment Contract • November 18th, 2013 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
THIS EMPLOYMENT CONTRACT ("Agreement") is dated as of the _th day of October 2013, by and between Banjo & Matilda, Inc., Nevada corporation (the "Company') and Brendan Patrick Gow Macpherson, an individual ("Executive", "Employee" or “Mr. Macpherson").
LICENSE AGREEMENTLicense Agreement • April 2nd, 2012 • Eastern World Solutions Inc. • Retail-miscellaneous shopping goods stores • Texas
This LICENSE AGREEMENT (the “Agreement”) is made and effective as of this 27th day of March 2012 (“Effective Date”), by and between EASTERN WORLD SOLUTIONS, INC., a Nevada corporation, (“Licensee”) and MOTIONNOTES, LLC, a Texas limited liability company (“Licensor”). Licensee and Licensor are sometimes referred to collectively as “Parties” or individually as “Party.”
SHARE EXCHANGE AGREEMENT by and among Banjo & Matilda, Inc. (a Nevada corporation), American Aviation Technologies, LLC (a Florida limited liability company) and the Members of American Aviation Technologies, LLC Dated as of April 16, 2019 SHARE...Share Exchange Agreement • April 23rd, 2019 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into on April 16, 2019, by and among Banjo & Matilda, Inc., a Nevada corporation (“Banjo”), American Aviation Technologies, LLC, a Florida limited liability company (the “Company”), and the Members of the Company (the “Members”), upon the following premises:
XERIANT SERVICES AGREEMENTXeriant Services Agreement • May 16th, 2022 • Xeriant, Inc. • Aircraft
This Services Agreement (the “Agreement”) is dated April 4, 2022 (the “Effective Date”), by and between Xeriant, Inc. (“Xeriant” or the “Service Provider”), a Nevada corporation, located at Innovation Centre 1, 3998 FAU Blvd., Suite 309, Boca Raton, FL 33431, and Ebenberg, LLC (“EJV” or the “Company”), a Florida limited liability company, located at Innovation Centre 1, 3998 FAU Blvd., Suite 309, Boca Raton, FL 33431. The Service Provider and the Company are sometimes referred to herein as a “Party” or collectively, the “Parties.”
SECOND AMENDMENT TO SENIOR SECURED PROMISSORY NOTEXeriant, Inc. • December 30th, 2022 • Aircraft
This Second Amendment to Senior Secured Promissory Note (this “Amendment”) is entered into as of December 27, 2022 between Xeriant, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”).
EXCHANGE AGREEMENT by and among Banjo & Matilda, Inc. (a Nevada corporation), Spectrum King, LLC (a Delaware limited liability company) and the Members of Spectrum King, LLC Dated as of March 19, 2018 EXCHANGE AGREEMENTExchange Agreement • May 7th, 2018 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of March 19, 2018, by and among Banjo & Matilda, Inc., a Nevada corporation (“Banjo”), Spectrum King, LLC, a Delaware limited liability company (the “Company”), and the members of the Company executing this Agreement (the “Members”), upon the following premises:
PATENT EXCLUSIVE LICENSE AND ASSIGNMENT AGREEMENTPatent Exclusive License and Assignment Agreement • May 16th, 2022 • Xeriant, Inc. • Aircraft • Florida
This Patent Exclusive License and Assignment Agreement (this “Agreement”) is made as of April ____, 2022 (the “Effective Date”), by and between Xeriant, Inc., a Nevada corporation (“Xeriant”) with its principal executive office at Innovation Center #1, 3998 FAU boulevard, Suite 309, Boca Raton, Florida 33431, registered in the office of the State of Nevada Secretary of State, Entity Number E0649622009-0; and Movychem, s.r.o, a Slovakian limited liability company (“Movychem” or “Assignor”) with its registered office at Svabska 1433/2, 951 31 Mocenok, the Slovak Republic, Identification No. 46515224 registered in the Commercial Register maintained by the No. 28814/T District Court Trnava; (hereinafter referred to collectively as the “Parties” and individually as a “Party”).
Convertible Note AgreementConvertible Note Agreement • February 28th, 2014 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
Parties 1 Subscription 1 Subscription 1 Issue of Convertible Notes 1 Use of funds 1 Right to borrow, grant loan security and issue further securities 1 2 Calculation of interest 3 Interest 3 Time and manner of payment 4 3 Repayment 4 Obligations on Repayment Date 4 Obligations cease 4 4 Conversion 4 Conversion rights of Investor 4 Allotment, quotation and ranking of shares 5 4A Registration 6 5 Events of Default 7 Events of Default 7 Effect of event of Default 7 6 Register of Noteholders / Note Certificates 7 Register of Noteholders 7 Recognition of registered Investor 7 Issue and Replacement of Note Certificates 8 7 Assignment 8 Assignment by Investor 8 8 Disclaimers 9 Responsibility of Investor 8 Decision taking 9 9 Confidentiality 9 Disclosure 9 Survives termination 10 Trading Limitation 10 10 Notices 10 General 10 How to give a communication 10 Particulars for delivery of notices 11 Communications by post 11 Communications by fax 11 After hours communications 11 Process service 11
JOINT VENTURE AGREEMENT XERIANT, INC. MOVYCHEM, s.r.o. April __, 2022Joint Venture Agreement • May 16th, 2022 • Xeriant, Inc. • Aircraft • Florida
This Joint Venture Agreement (this “Agreement“), effective as of April __, 2022 (the “Effective Date“) is between Xeriant, Inc., a Nevada corporation (“Xeriant“) with its principal executive office at Innovation Center #1, 3998 FAU boulevard, Suite 309, Boca Raton, Florida 33431, registered in the office of the State of Nevada Secretary of State, Entity Number E0649622009-0; and Movychem, s.r.o, a Slovakian limited liability company (“Movychem“) with its registered office at Svabska 1433/2, 951 31 Mocenok, the Slovak Republic, Identification No. 46515224 registered in the Commercial Register maintained by the No. 28814/T District Court Trnava; and will constitute the initial operating agreement of the Company under the Florida Revised Limited Liability Act (the “Florida Act“). Xeriant and Movychem shall be hereinafter referred to collectively as the “Parties“ and individually as a “Party.“ This Agreement is entered into with reference to the following facts:
AMENDMENT TO SENIOR SECURED PROMISSORY NOTESecured Promissory Note • August 3rd, 2022 • Xeriant, Inc. • Aircraft
This Amendment to Senior Secured Promissory Note (this “Amendment”) is entered into as of July 26, 2022, between Xeriant, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2015 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") made as of February , 2015 between Banjo & Matilda, Inc., a Nevada corporation (the "Company") and the individual or entity whose name is set forth on the signature page hereto (the "Investor").
June 17, 2015 Mr. Brendan Macpherson Chief Executive Officer Banjo & Matilda Inc.Banjo & Matilda, Inc. • June 22nd, 2015 • Retail-miscellaneous shopping goods stores • New York
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 18th, 2013 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 13, 2013 is by and among Banjo & Matilda, Inc., a Nevada corporation (the “Parent”), Banjo & Matilda, Pty Ltd, a corporation formed under the laws of Australia (the “Company”), and the Stockholders of the Company that are signatories hereto (the “Stockholders”).
LOAN FACILITY AGREEMENTLoan Facility Agreement • November 18th, 2013 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
BETWEEN: HARBOURSAFE HOLDINGS, BRENDAN MACPHERSON, BELINDA STORELLI (the "Lender"), a stockholder of BANJO & MATILDA PTY LTD having [his/her] main residence located at: 263 MILITARY ROAD VAUCLUSE NSW 2030 AUSTRALIA POSTAL: PO BOX 3438 TAMARAMA NSW 2026
SECURITY AGREEMENTSecurity Agreement • June 22nd, 2015 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Nevada
THIS SECURITY AGREEMENT, dated as of June 17, 2015, by and among each of the entities identified on the signature page hereto under the heading “Grantors” (each a “Grantor” and, collectively, the “Grantors”) and FOREFRONT INCOME TRUST (the “Secured Party”).
INTELLECTUAL PROPERTY SALE AGREEMENTIntellectual Property Sale Agreement • November 18th, 2013 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
BETWEEN: HARBOURSAFE HOLDINGS (the "Seller"), a corporation organized and existing under the laws of the NSW AUSTRALIA, with its head office located at: Cnr Lime & Cuthbert Streets, King Street Wharf Sydney NSW 2000 Boxes 9-11, 26a Lime Street King Street Wharf Sydney NSW 2000
PURCHASE AGREEMENTPurchase Agreement • April 2nd, 2012 • Eastern World Solutions Inc. • Retail-miscellaneous shopping goods stores • Texas
This PURCHASE AGREEMENT (the “Agreement”) or sometimes referred to as (the ”Purchase”) is made and effective as of this 28th day of March 27, 2012 (“Effective Date”), by and between EASTERN WORLD SOLUTIONS, INC. a Nevada corporation, (“Purchaser”) and WHITEBOARD LABS, LLC, a Texas limited liability company (“Seller”). Purchaser and Seller are sometimes referred to collectively as “Parties” or individually as “Party.”
Loan Agreement Banjo & Matilda Pty Ltd Raymond Key ANZARUT & HOLM LAWYERS Level 3 117 York Street Sydney New South Wales 2000 Tel: (02) 9261 2702 Fax: (02) 9261 2558 Ref: JN ANZARUT & HOLM LAWYERSLoan Agreement • November 18th, 2013 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores
THE REFERENCE SCHEDULEBanjo & Matilda, Inc. • November 18th, 2013 • Retail-miscellaneous shopping goods stores
The Lessee shall pay to the Lessor the yearly rent of $57,200.00 plus GST by calendar monthly payments in advance of $4,766.67 plus GST (subject to adjustments and reviews as herein provided) the first of such monthly payments to be made on the 1st November 2011 and thereafter on the 181 day of each month.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION...Banjo & Matilda, Inc. • June 22nd, 2015 • Retail-miscellaneous shopping goods stores
THIS CERTIFIES that, for value received, FOREFRONT PARTNERS, LLC, a Delaware limited liability company, or registered assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time prior to the close of business on June 17, 2020 (the “Expiration Date”), but not thereafter, to subscribe for and purchase from Banjo & Matilda, Inc., a Nevada corporation (the “Company”), up to six million (6,000,000) shares (the “Warrant Shares”) of the common stock, par value $0.00001, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be eight cents ($0.08). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 22nd, 2015 • Banjo & Matilda, Inc. • Retail-miscellaneous shopping goods stores • Nevada
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2015, by and among BANJO & MATILDA, INC., a Nevada corporation, with headquarters located at 76 William Street, Paddington, NSW 2021, Australia (the “Company”), BANJO & MATILDA (USA), INC., a Delaware corporation (the “US Subsidiary”) and FOREFRONT INCOME TRUST, a Delaware Statutory Trust with its address at 7 Times Sq., 37th Floor, New York, New York 10036 (the “Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2010 • Eastern World Solutions Inc.
FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANTSXeriant, Inc. • December 30th, 2022 • Aircraft
This First Amendment to the Warrants (as defined below) (this “Amendment”) is entered into as of December 27, 2022 between Xeriant, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”).
