10% original issue discount 5% Senior Convertible NOTE DUE NOVEMBER [__], 2018Probility Media Corp • May 23rd, 2018 • Services-educational services • New York
THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by Probility Media Corp., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT Probility Media Corp.Probility Media Corp • May 23rd, 2018 • Services-educational 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProBility Media Corp., a Nevada corporation (the “Company”), up to [___________] shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2018 • Probility Media Corp • Services-educational services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 17, 2018 between ProBility Media Corp., a Nevada corporation (“PYBA”, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of PYBA acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and Cavalry Fund I LP, a Delaware limited partnership, in its capacity as Collateral Agent (subject to Section 1A, below) for the benefit of itself and each of the Purchasers (as hereinafter defined) (each a “Secured Party” and together with their successors and assigns, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2018 • Probility Media Corp • Services-educational services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is entered into as of November 3, 2017 (the “Execution Date”), by and among Probility Media Corporation, a Nevada corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2018 • Probility Media Corp • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2018 (the “Execution Date”), between Probility Media Corp., 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 AgreementSecurity Agreement • January 22nd, 2016 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of August 20, 2015, is entered into by and between Panther Biotechnology, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
STOCK PURCHASE AGREEMENT dated as of January 18, 2018 (and effective as of November 1, 2017) by and among PROBILITY MEDIA CORPORATION, a Nevada corporation, NORTH AMERICAN CRANE BUREAU GROUP, INC., a Florida corporation and THE STOCKHOLDERS OF NORTH...Stock Purchase Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 18, 2018, and effective as of November 1, 2017, is by and among ProBility Media Corporation, a Nevada corporation (“Buyer”), North American Crane Bureau Group, Inc., a Florida corporation (the “Company”), and the stockholders of the Company listed on the signature page hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Certain capitalized terms used herein are defined in Section 9.12.
ContractCommon Stock Purchase Warrant • October 4th, 2018 • Probility Media Corp • Services-educational services • New York
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • January 27th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
Panther Biotechnology, Inc., a Nevada corporation (the “Company”), is offering for purchase to a limited number of qualified investors up to an aggregate of $750,000.00 (the “Maximum Amount”) in shares of common stock of the Company (the “Shares” or the “Securities”) (the “Offering”) for $0.15 per Share. The Shares are being offered on a “best efforts, no minimum” basis to a limited number of accredited investors and non-“U.S. Persons”. The Offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(b) of Regulation D and Regulation S of the Securities Act of 1933, as amended. The minimum investment is $25,000.00, although the Company may, in its discretion, accept subscriptions for a lesser amount. The Company reserves the right to reject orders for the purchase of Shares in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without interest the next business day after rejection. There
CONSULTING AGREEMENTConsulting Agreement • August 25th, 2017 • Probility Media Corp • Services-engineering, accounting, research, management • Nevada
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 31st day of July 2017, by and between Probility Media Corp., a Nevada corporation (the “Company”), and Ethan Atkin, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • Texas
EMPLOYMENT AGREEMENT, dated as of January 18, 2018, between PROBILITY MEDIA CORPORATION, a Nevada corporation (the “Company”), and JUAN GARCIA (the “Executive”).
SHARE EXCHANGE AGREEMENT BY AND BETWEEN PANTHER BIOTECHNOLOGY, INC., A NEVADA CORPORATION BROWN TECHNICAL MEDIA CORPORATION, A TEXAS CORPORATION AND THE SHAREHOLDERS OF BROWN TECHNICAL MEDIA CORPORATION DATED OCTOBER 31, 2016 SHARE EXCHANGE AGREEMENTExchange Agreement • November 15th, 2016 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 31st day of October 2016, by and among Panther Biotechnology, Inc., a Nevada corporation, having an address at 888 Prospect Street, Suite 200, La Jolla, California 92037 (the “Company”) and Brown Technical Media Corporation, a Texas corporation, having an address at 1517 San Jacinto Street, Houston, Texas 77002 (“Brown”), and the persons executing this Agreement listed on the signature page hereto under the heading “Brown Shareholders” (referred to as the “Brown Shareholders”), each a “Party” and collectively the “Parties,” upon the following premises:
SHARE EXCHANGE AGREEMENT BY AND BETWEEN PANTHER BIOTECHNOLOGY, INC. A NEVADA CORPORATION ONE EXAM PREP LLC A FLORIDA LIMITED LIABILITY COMPANY AND THE MEMBERS OF ONE EXAM PREP LLC DATED JANUARY 24, 2017 AND EFFECTIVE JANUARY 1, 2017 SHARE EXCHANGE...Share Exchange Agreement • January 31st, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 24th day of January 2017, by and among Panther Biotechnology, Inc., a Nevada corporation, having an address at 1517 San Jacinto Street, Houston, Texas 77002 (the “Company”) and One Exam Prep LLC, a Florida limited liability company, having an address at 4400 Sample Road, Coconut Creek, Florida 33073 (“OEP”), and the person(s) executing this Agreement listed on the signature page hereto under the heading “OEP Members” (referred to as the “OEP Members”), each a “Party” and collectively the “Parties,” upon the following premises:
AMENDMENT NO. 1 TO Securities Purchase AGREEMENTSecurities Purchase Agreement • February 5th, 2018 • Probility Media Corp • Services-educational services • New York
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of this 19th day of January 2018 (the “Amendment Date”), by and among ProBility Media Corporation, a Nevada corporation (the “Company”), the investors listed on the Schedule of Buyers attached to the Purchase Agreement as defined below (collectively, the “Original Buyers,” and together with the Company, the “Original Parties”), and Sky Capital Holdings, LLC, a Texas limited liability company (the “New Buyer”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • January 31st, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of January 20, 2017, is by and between Panther Biotechnology, Inc., a Nevada corporation (“Grantor”), and Rob Estell, an individual (“Secured Party”), whose addresses are set forth on the signature page hereof.
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • June 15th, 2015 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • New York
This agreement (hereinafter "Agreement"), effective as of this 31st day of March, 2015 (hereinafter the "Effective Date"), is by and between the University of Rochester, an educational institution chartered by the State of New York and having its principal place of business at 601 Elmwood Avenue, Box URV, Rochester, New York 14642 ("University") and Panther Biotechnology Inc., a corporation organized and existing under the laws of the State of Nevada and having a place of business located at 2801 Lakeside Drive, Suite 207B, Bannockburn, Illinois 60015 (hereinafter "Licensee").
IHS RESELLER AGREEMENTIhs Reseller Agreement • January 27th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • New York
THIS SELLER AGREEMENT ("Agreement") dated 7/2/14 ("Effective Date") is by and between IHS GLOBAL INC. with its principal office located at 15 Inverness Way East, Englewood, CO 80112 on behalf of itself, its parent and its subsidiaries ("IHS") and Brown Technical Media Corp., with its principal office located at 1517 San Jacinto, Houston, TX 77002 ("Reseller`). Hereinafter referred to as "Party" or "Parties".
North American Crane Bureau and CM Labs Expands Relationship with New Partnership AgreementProbility Media Corp • September 3rd, 2021 • Services-educational services
ALTAMONTE SPRINGS, Fla., Sept. 2, 2021 /PRNewswire/ - North American Crane Bureau Group (NACB), a subsidiary of ProBility Media Corp, (OTCPK: PBYA), an education company building the first full-service training and career advancement brand for the skilled trades, has signed an agreement in which NACB will leverage our substantial client base to assist in the sales of simulators from CM Labs Simulations (CM Labs), and CM Labs will promote NACB training services as an Approved Training Provider in Lift and Load Handling Training and Certification.
Brown Technical Media Corp.Panther Biotechnology, Inc. • November 15th, 2016 • Services-engineering, accounting, research, management
Brown Technical Media Corp. (Brown) has retained Evan Levine (CONSULTANT) to provide Brown with business consulting services. We have prepared this agreement (hereinafter referred to as the “Agreement”) to define the terms of this engagement. If this Agreement meets with your expectations, you will need to sign in the space below demonstrating your acceptance thereto.
LOCK-UP AGREEMENTLock-Up Agreement • August 25th, 2017 • Probility Media Corp • Services-engineering, accounting, research, management • Texas
THIS LOCK-UP AGREEMENT (this “Agreement”), made as of this ____th day of July 2017, by and among, Ethan Atkin (the “Member”) and Probility Media Corporation, a Nevada corporation (the “Company”).
Security AgreementSecurity Agreement • January 25th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
The payment of the Principal and accrued Interest (if any) due from time to time, under the First Promissory Note, Second Promissory Note, and Hill Promissory Note (collectively the “Obligations”) entered into by Panther Biotechnology, Inc. (“Panther”) in favor of Scott Schwartz and Hill Electric Supply Co., Inc., arising out of a certain Share Exchange Agreement, effective January 1, 2017, made by and between Panther, Premier Purchasing and Marketing Alliance, LLC, a New York limited liability company (“Premier”) and the sole member of Premier Purchasing and Marketing Alliance, LLC, Scott Schwartz shall be secured by a security interest in, a continuing first lien upon, an unqualified right to possession and disposition of and a right of set-off against, in each case to the fullest extent permitted by law, of 100% of the membership interests in Premier (the “Collateral” and the “Security Interest”).
SHARE EXCHANGE AGREEMENT BY AND BETWEEN PROBILITY MEDIA CORPORATION, A NEVADA CORPORATION, W MARKETING INC., A NEW YORK CORPORATION AND THE SHAREHOLDERS OF W MARKETING INC. DATED JUNE 22, 2017 AND EFFECTIVE MAY 1, 2017 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 7th, 2017 • Probility Media Corp • Services-engineering, accounting, research, management • Texas
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 22th day of June 2017, by and among Probility Media Corporation, a Nevada corporation, having an address at 1517 San Jacinto Street, Houston, Texas 77002 (the “Company”) and W Marketing Inc., a New York corporation, having an address at [_________________] (“W Marketing”), and the person(s) executing this Agreement listed on the signature page hereto under the heading “W Marketing Shareholders” (referred to as the “W Marketing Shareholders”), each a “Party” and collectively the “Parties,” upon the following premises:
BUSINESS LOAN AND SECURITY AGREEMENTBusiness Loan and Security Agreement • January 23rd, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Utah
This Business Loan and Security Agreement (this "Agreement") dated July 14, 2014 is between American Express Bank, FSB ("Lender") and the borrower listed below ("Borrower").
AMENDMENT NO. 1 to IHS RESELLER AGREEMENTIhs Reseller Agreement • January 23rd, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management
THIS AMENDMENT NO. 1 ("Amendment") to the Reseller Agreement dated as of July 2, 2014 ("Agreement") by and between IHS GLOBAL INC. ("IHS"), a Delaware corporation, having its principal place of business at 15 Inverness Way East, Englewood, Colorado 80112 and Brown Technical Media Corporation ("Reseller"), having its principal place of business at 1517 San Jacinto, Houston, TX 77002 is entered into by and between IHS and Reseller as of March 1, 2015 ("Effective Date").
NEF ENTERPRISES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 6th, 2013 • NEF Enterprises, Inc. • Nevada
Kabbage Business Loan AgreementBusiness Loan Agreement • January 27th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Utah
This Business Loan Agreement ("Agreement") is made by and between Celtic Bank ("we," "us," "our" or "Bank") and merchant ("you" or "Merchant"), along with the principal shareholder, partner, member or other owner of Merchant who submitted the Application on behalf of Merchant ("Owner"), as of the date specified above.
May 1, 2016 Noah Davis President Brown Book Shop, Inc.Panther Biotechnology, Inc. • November 15th, 2016 • Services-engineering, accounting, research, management
NOTE AGREEMENTNote Agreement • November 15th, 2016 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
SHARE EXCHANGE AGREEMENT BY AND BETWEEN PROBILITY MEDIA CORPORATION, A NEVADA CORPORATION, CRANBURY ASSOCIATES, LLC, A VERMONT LIMITED LIABILITY COMPANY AND THE MEMBERS OF CRANBURY ASSOCIATES, LLC DATED JULY 31, 2017 AND EFFECTIVE MAY 1, 2017 SHARE...Share Exchange Agreement • August 25th, 2017 • Probility Media Corp • Services-engineering, accounting, research, management • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 31st day of July 2017, by and among Probility Media Corporation, a Nevada corporation, having an address at 1517 San Jacinto Street, Houston, Texas 77002 (the “Company”) and Cranbury Associates, LLC, a Vermont limited liability company, having an address at 7 Clarendon Ave Suite 2, Montpelier, Vermont 05602 (“Cranbury”), and the person executing this Agreement listed on the signature page hereto under the heading “Cranbury Members” (each referred to as a “Cranbury Member” and collectively referred to as the “Cranbury Members”, provided that if Cranbury shall only have one Member, all references herein to the Cranbury Members shall refer only to such sole Cranbury Member), each a “Party” and collectively the “Parties,” upon the following premises:
Copyright License AgreementCopyright License Agreement • January 27th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
This Copyright License Agreement (this "Agreement") is made effective as of ______, 2016 between ___________, of P.O. Box 1430, Belen, New Mexico 87002 and Brown Technical Publications Inc, of 1517 San Jacinto, Houston, Texas 77002.
MASTER SERVICE AGREEMENTMaster Service Agreement • January 22nd, 2016 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • New York
THIS MASTER SERVICE AGREEMENT is made and entered into as of this 1st day of September, 2015 (the “Effective Date”), by and between Excelsior Global Advisors LLC (hereinafter, the “Consultant”), with an address at 401 Park Avenue South 10th Floor, New York, N.Y. 10016 and Panther Biotechnology, Inc., a Nevada corporation having offices at 888 Prospect St., Suite 200 La Jolla, CA 92037 (the “Company”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 25th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
THIS LOCK-UP AGREEMENT (this “Agreement”), made as of this [__] day of [__________] 2017, by and among, [___________], (the “Shareholder”) and Panther Biotechnology, Inc., a Nevada corporation (the “Company”).
NOVATION AGREEMENTNovation Agreement • January 25th, 2017 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Texas
This Novation Agreement (this “Agreement”) dated January 19, 2017, to be effective January 1, 2017 (the “Effective Date”) is by and between Hill Electric Supply Co. Inc. (“Hill”), Panther Biotechnology, Inc. (“Panther”), Premier Purchasing and Marketing Alliance LLC (“Premier”), and Scott Schwartz (“Schwartz”). All contracting parties are each referred to as a “Party” and collectively as the “Parties” to the Agreement as such terms are used herein.
PROMISSORY NOTE Probility Media CorpORATION DUE July 3, 2019Probility Media Corp • November 13th, 2017 • Services-educational services • New York
THIS PROMISSORY NOTE (the “Note”) is a duly authorized and validly issued promissory note of Probility Media Corporation, a Nevada corporation (the “Company”), issued on November 3, 2017 (the “Original Issue Date”), and such Note is due and payable on July 3, 2019 (the “Maturity Date”).
TYPENEX NOTE SETTLEMENT AGREEMENTTypenex Note Settlement Agreement • October 24th, 2016 • Panther Biotechnology, Inc. • Services-engineering, accounting, research, management • Utah
This Note Settlement Agreement (this “Agreement”) is entered into as of October 5, 2016 (the “Effective Date”) by and between Typenex Co-Investment, LLC, a Utah limited liability company (“Lender”), and Panther Biotechnology, Inc., a Nevada corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below). Each of Borrower and Lender is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
