SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Securities Purchase Agreement (this "Agreement") is dated as of March 13, 2015, by and among Fresh Healthy Vending International, Inc. , a Nevada corporation (the "Company") and the persons and entities listed on the schedule of purchasers attached hereto as Schedule I (each a "Purchaser" and, collectively, the "Purchasers").
COMMON STOCK PURCHASE WARRANTFresh Healthy Vending International, Inc. • March 18th, 2015 • Refrigeration & service industry machinery
This Warrant has been issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of March 13, 2015 (the "Purchase Agreement"), by and among the Company and Purchaser party thereto, including the Holder. Capitalized terms not defined herein shall have the meanings given to them in the Purchase Agreement. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Amended and Restated Employment Agreement ("Agreement") is effective as of March 1, 2015 ("Effective Date") and is made and entered into by and between Fresh Healthy Vending, LLC ("the Company") and Alex Kennedy ("Kennedy") (together, the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2014 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Employment Agreement (this "Agreement"), dated as of October 1, 2014 (the "Effective Date") is entered into by and between Fresh Healthy Vending International, Inc., a Nevada corporation ("Company"), and Arthur S. Budman ("Executive"), with reference to the following:
GREEN 4 MEDIA, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 13th, 2011 • Green 4 Media, Inc. • Nevada
CONFIDENTIALFresh Healthy Vending International, Inc. • March 15th, 2016 • Refrigeration & service industry machinery • New York
This letter (the “Agreement”) constitutes the agreement between Fresh Healthy Vending International, Inc. (the “Company”) and Joseph Gunnar & Co., LLC (“Joseph Gunnar”) that Joseph Gunnar shall, subject to the terms hereof, serve as (i) the exclusive placement agent and investment banker for the Company in connection with an offer and placement, on a best efforts basis, (the “Private Placement”) of approximately $2 million or greater of debt or securities of the Company (the “Securities”) and, (ii) the sole book-runner for the underwriting of a registered public offering on a firm commitment basis (the “ Public Offering”) of common stock (the “Common Stock”) by the Company. The terms of the Private Placement and the Public Offering shall be mutually agreed upon by the Company and the investors and nothing herein implies that Joseph Gunnar has or would have the authority to bind the Company or an obligation of the Company to issue any Securities or Common Stock or to complete the Privat
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2016 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery
This Amendment No. 2 (“Amendment No. 2”), dated as of May 1, 2016 (“Effective Date”), amends and is incorporated into the July 19, 2013 Employment Agreement (“Agreement”) by and between Fresh Healthy Vending International, Inc. (“Company”) and Nicholas Yates (“Executive”). In the event of any conflict between the terms of the Agreement and this Amendment No. 2, the terms of this Amendment No. 2 shall control. All capitalized terms not defined in this Amendment No. 2 shall have the respective meanings set forth in the Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2016 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery
This Amendment No. 1 (“Amendment No. 1”), dated as of May 1, 2016 (“Effective Date”), amends and is incorporated into the October 1, 2014 Employment Agreement (“Agreement”) by and between Fresh Healthy Vending International, Inc. (“Company”) and Arthur S. Budman (“Executive”). In the event of any conflict between the terms of the Agreement and this Amendment No. 1, the terms of this Amendment No. 1 shall control. All capitalized terms not defined in this Amendment No. 1 shall have the respective meanings set forth in the Agreement.
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • October 16th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery
THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) dated as of the 14th day of October, 2015, between Fresh Healthy Vending International, Inc., a Nevada corporation (the “Borrower”) and Ensure Capital, Inc. (the “Holder”).
BUSINESS TRANSFER AND INDEMNITY AGREEMENTBusiness Transfer and Indemnity Agreement • July 25th, 2013 • Green 4 Media, Inc. • Services-advertising • California
THIS BUSINESS TRANSFER AND INDEMNITY AGREEMENT (this “Agreement”), dated as of July__, 2013, is entered into by and among Green 4 Media, Inc., a Nevada corporation (“Company” or "GEEM"), Daniel Duval, an individual (“Buyer”), and is made with reference to the following matters:
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2013 • Fresh Healthy Vending International • Refrigeration & service industry machinery • California
This Employment Agreement (“Agreement”) is made and entered into by and between Fresh Healthy Vending, LLC (“the Company”) and Alex Kennedy (“Kennedy”) (together, the “Parties”) effective August 1, 2013.
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2013 • Fresh Healthy Vending International • Refrigeration & service industry machinery • California
This Employment Agreement (this “Agreement”), dated as of July 19, 2013 (the “Effective Date”) is entered into by and between Green 4 Media, Inc., a Nevada corporation (“Company”), and Nicholas Yates (“Executive”), with reference to the following:
Manufacturing Supply Agreement Between Generation Next Franchise Brands, Inc. And D&K Engineering, Inc.Supply Agreement • June 6th, 2017 • Generation NEXT Franchise Brands, Inc. • Refrigeration & service industry machinery • California
THIS ORIGINAL DEVELOPMENT MANUFACTURING AGREEMENT (“Agreement”) is entered into as of __________________, 2017 (“Effective Date”) by and between D&K Engineering, Inc. (“D&K”), a California corporation, with its principal place of business at 15890 Bernardo Center Drive, San Diego, CA 92127 and Generation Next Franchise Brands, Inc. (“CLIENT”), a Nevada Corporation, with its principal place of business at 2620 Financial Court, Suite 100, San Diego, CA 92117.
ContractFresh Healthy Vending International, Inc. • March 18th, 2015 • Refrigeration & service industry machinery • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ANY DISPUTE CONCERNING THIS CONTRACT IS SUBJECT TO MEDIATION AND ARBITRATION IN CHARLESTON, SOUTH CAROLINA, PURSUANT TO THE UNIFORM ARBITRATION ACT OF THE STATE OF SOUTH CAROLINA, SECTION 15-48-10 ET. SEQ. CODE OF LAWS OF SOUTH CAROLINA, 1976, AS AMENDED.Distribution and License Agreement • February 12th, 2016 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • South Carolina
THIS AGREEMENT, dated this 8th day of February, 2016 (“Effective Date”), is entered into by and between ROBOFUSION, INC., a Delaware corporation, with its principal place of business located at 2300 Clements Ferry Road Suite 204, Charleston, South Carolina 29492 (“RFI”) and FRESH HEALTHY VENDING INTERNATIONAL, INC., a Nevada corporation,
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEFresh Healthy Vending International, Inc. • October 16th, 2015 • Refrigeration & service industry machinery
THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) dated as of the 14th day of October, 2015, between Fresh Healthy Vending International, Inc., a Nevada corporation (the “Borrower”) and Ensure Capital, Inc. (the “Holder”).
SUBORDINATION AGREEMENTSubordination Agreement • November 2nd, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • Nevada
This Subordination Agreement (this “Agreement”) is made and entered into as of October 27, 2105, by and among the secured lenders set forth on the signature page hereof (each, a “Creditor” and collectively, the “Creditors”) and the secured lender set forth on the signature page hereof (the “Priority Lender”), and acknowledged and consented to by Fresh Healthy Vending International, Inc., a Nevada corporation (“Debtor”).
CONSULTING AGREEMENTConsulting Agreement • April 28th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Consulting Agreement is made as of April 22, 2015 by and between Fresh Healthy Vending International, Inc. a corporation organized under the laws of the State of Nevada, with its principal place of business at 9605 Scranton Road Suite 801 San Diego, CA 92121 (hereinafter the "Company"), and Cary W. Sucoff an individual located at 3 Eastwoods Drive, Cold Springs Harbor, NY 11724
OFFICE LEASEOffice Lease • November 1st, 2013 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
THIS OFFICE LEASE ("Lease") is made and entered into by and between MAGUIRE PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company ("Landlord") and the Tenant described in Item 1 of the Basic Lease Provisions as of April 30, 2010 (the "Effective Date").
CONSULTING AGREEMENTConsulting Agreement • April 28th, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Consulting Agreement is made as of April 22, 2015 by and between Fresh Healthy Vending International, Inc. a corporation organized under the laws of the State of Nevada, with its principal place of business at 9605 Scranton Road Suite 801 San Diego, CA 92121 (hereinafter the "Company"), and Patrick Kolenik an individual located at 2101 Bay Colony Lane, Wilmington, NC 28405
FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • September 30th, 2014 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
THIS FINANCING AND SECURITY AGREEMENT (this "Agreement") is made and entered as of September 23, 2014 (the "Effective Date") by and between Fresh Healthy Vending International, Inc., a Nevada corporation ("Borrower"), and Coronado Development LLC ("Lender"). Borrower and Lender may be referred to herein individually as a "Party" or collectively as the "Parties."
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2015 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • Nevada
THIS SECURITY AGREEMENT (this “Agreement”), is dated as of October 27, 2015, by and between FRESH HEALTHY VENDING INTERNATIONAL, INC., a Nevada corporation (the “Debtor”), and SOCIALLY RESPONSIBLE BRANDS INC, a Nevada corporation, (“Secured Party”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Note.
Reorganization and Asset Acquisition Agreement dated as of July 19, 2013 and entered into by and among Green 4 Media, Inc., a Nevada corporation FHV Acquisition Corp., a California Corporation, and FHV Holdings Corp., a California corporation,Reorganization and Asset Acquisition Agreement • July 25th, 2013 • Green 4 Media, Inc. • Services-advertising • California
This Reorganization and Asset Acquisition Agreement (this “Agreement”), dated as of July __, 2013, is entered into by and among Green 4 Media, Inc., a Nevada corporation (“Parent” or “GEEM”), FHV Acquisition Corp., a California corporation wholly owned by Parent (“Sub”), and FHV Holdings Corp., a California corporation (“Target” or “FHVHC”), with respect to the following matters:
ASSET PURCHASE AGREEMENT by and between ROBOFUSION, INC. (as Seller) and GENERATION NEXT FRANCHISE BRANDS, INC. (as Buyer) dated as of December 28, 2016Asset Purchase Agreement • January 4th, 2017 • Generation NEXT Franchise Brands, Inc. • Refrigeration & service industry machinery • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of December 28, 2016, by and between Robofusion, Inc., a Delaware corporation (“Seller”) and Generation NEXT Franchise Brands, Inc., a Nevada corporation (“Buyer”). Seller and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • May 2nd, 2014 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Severance Agreement and General Release (the “Agreement”) is made between Fresh Healthy Vending International, Inc. (the “Company”) and Mark Cole (“Employee” or “you”). The term “Company” includes parents, subsidiaries, divisions, and/or related companies, their directors, officers, shareholders, employees, agents, attorneys, and successors of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2014 • Fresh Healthy Vending International, Inc. • Refrigeration & service industry machinery • California
This Employment Agreement (“Agreement”) is made and entered into by and between Fresh Healthy Vending International, Inc., a Nevada corporation (the “Company”), and Mark Cole (“Cole”) (together, the “Parties”) effective February 18, 2014.
