REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2019 • Avalanche International, Corp. • Industrial organic chemicals
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory thereto (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2015 • Avalanche International, Corp. • Industrial organic chemicals • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2015, by and between Avalanche International, Corp., a Nevada corporation, with headquarters located at 5940 S. Rainbow Blvd. Las Vegas, NV 89118, (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”).
COMMON STOCK PURCHASE WARRANT AVALANCHE INTERNATIONAL, CORP.Common Stock Purchase Warrant • April 12th, 2019 • Avalanche International, Corp. • Industrial organic chemicals
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 April 11, 2019 (the “Issuance Date”), and on or prior to the close of business on the five (5)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalanche International, Corp., a Nevada corporation (the “Company”), up to 1,617,647 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “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). This Warrant is issued pursuant to the Purchase Agreement (as defined below).
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 11, 2020Avalanche International, Corp. • April 12th, 2019 • Industrial organic chemicals • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Avalanche International, Corp., a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 5940 S. Rainbow Blvd, Las Vegas, NV 89118, designated as its 10% Senior Secured Convertible Promissory Note due April 11, 2020 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2019 • Avalanche International, Corp. • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2019, between Avalanche International, 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”).
SECURITY AGREEMENTSecurity Agreement • April 12th, 2019 • Avalanche International, Corp. • Industrial organic chemicals • New York
ContractAvalanche International, Corp. • July 16th, 2015 • Industrial organic chemicals • Nevada
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLO 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2015 • Avalanche International, Corp. • Industrial organic chemicals • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2015, is entered into by and between AVALANCHE INTERNATIONAL, CORP., a Nevada corporation (“Company”), and TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
ContractAvalanche International, Corp. • May 15th, 2015 • Industrial organic chemicals
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.
ContractAvalanche International, Corp. • July 16th, 2015 • Industrial organic chemicals • Utah
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.
SECURITY AGREEMENTSecurity Agreement • July 16th, 2015 • Avalanche International, Corp. • Industrial organic chemicals • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 29, 2015, is executed by Avalanche International, Corp., a Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured Party”).
GUARANTYGuaranty • April 12th, 2019 • Avalanche International, Corp. • Industrial organic chemicals • New York
GUARANTY, dated as of April [_], 2019 (this “Guaranty”), 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, between Avalanche International, Corp., a Nevada corporation (the “Company”), and the Purchasers (the “Purchase Agreement”).
SHARE EXCHANGE AGREEMENT by and among AVALANCHE INTERNATIONAL CORP., MTIX, LTD, PRAVIN MISTRY, and PAUL JOHNSON and DANIEL JOHNSON DATED AS OF MARCH 3, 2017Share Exchange Agreement • March 9th, 2017 • Avalanche International, Corp. • Industrial organic chemicals • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of the 3rd day of March, 2017, by and among: Avalanche International Corp., a Nevada corporation (“AIC”); MTIX, Ltd., a company formed under the laws of England and Wales (“MTIX”); Pravin Mistry (the “Majority Shareholder”); those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Shareholders” (collectively, the “Minority Shareholders” and with the Majority Shareholder, the “MTIX Shareholders.” AIC and the MTIX Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
Lock-Up AgreementAvalanche International, Corp. • April 12th, 2019 • Industrial organic chemicals • New York
securities purchase agreement (the “Purchase Agreement”) entered into by and among Avalanche International, Corp., a corporation organized under the laws of the State of Nevada (the “Company”), and the purchasers signatory thereto (the “Purchasers”) with respect to the proposed offering and sale by the Company of the Securities (as defined in the Purchase Agreement) to the Purchasers (the “Offering”).
SENIOR SECURED PROPERTY NOTESecurity Agreement • April 20th, 2016 • Avalanche International, Corp. • Industrial organic chemicals • California
FOR VALUE RECEIVED, the undersigned, Philo Group, LLC, a California limited liability company, ("Borrower"), promises to pay to Restaurant Capital Group, LLC, a California Limited Liability Company ("Lender") at 2372 Morse Ave, Ste 294, Irvine, CA 92614, or at such other place as the holder of this promissory note ("Note") may designate in writing from time to time, the principal sum of $330,000.00, together with interest on the unpaid principal balance of this Note from time to time outstanding until paid in full, on the terms provided below.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 30th, 2016 • Avalanche International, Corp. • Industrial organic chemicals • California
THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is hereby entered into this 13th day of June, 2016 (the “Effective Date”), by and between Avalanche International Corp, (“AVLP”), and Joshua Smith, (the “Undersigned”).
ContractAvalanche International, Corp. • May 15th, 2015 • Industrial organic chemicals
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.
INDUSTRIAL REAL ESTATE LEASE (MULTl-TENANT FACILITY)Guaranty of Lease • July 21st, 2014 • Avalanche International, Corp. • Wholesale-furniture & home furnishings
EXCHANGE AGREEMENTExchange Agreement • March 9th, 2017 • Avalanche International, Corp. • Industrial organic chemicals • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of March 7, 2017, by and between Avalanche International Corp., a Nevada corporation with an address of 5940 S. Rainbow Blvd., Las Vegas, NV 89118 (the “Company”), and Philou Ventures, LLC, a Wyoming limited liability company with an address of P.O. Box 3587, Tustin, CA 92781 (the “Holder”).
Amendment No. 2 to the Share Exchange AgreementShare Exchange Agreement • August 24th, 2017 • Avalanche International, Corp. • Industrial organic chemicals
This Amendment No. 2 (the “Amendment”) to a certain Share Exchange Agreement dated March 3, 2017, as subsequently amended on July 13, 2017 (the “SEA”) is made and entered into this 21st day of August, 2017 by and among: Avalanche International Corp., a Nevada corporation (“AIC”); MTIX, Ltd., a company formed under the laws of England and Wales (“MTIX”); Pravin Mistry (the “Majority Shareholder”); those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Shareholders” (collectively, the “Minority Shareholders” and with the Majority Shareholder, the “MTIX Shareholders.” AIC and the MTIX Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
Proposed Stock Purchase Agreement for all issued and outstanding capital stock in J.S. Technologies, Inc., a California corporation (“JS”)Avalanche International, Corp. • June 16th, 2015 • Industrial organic chemicals • California
We are pleased to submit this binding Letter of Intent (“LOI”) whereby Avalanche International Corp., a Nevada corporation (“AVLP”) proposes to enter into a Stock Purchase Agreement with the stockholders of JS (collectively referred to herein as the “JS Stockholders”) under which AVLP will purchase all of the issued and outstanding shares of capital stock of JS from the JS Stockholders. These terms are not comprehensive and we expect that additional terms, including reasonable representations and warranties, will be incorporated into a final Stock Purchase Agreement (the “Definitive Agreement”) to be negotiated and prepared.
TEMPORARY FORBEARANCE AGREEMENTTemporary Forbearance Agreement • March 18th, 2015 • Avalanche International, Corp. • Industrial organic chemicals
THIS TEMPORARY FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as of February 1, 2015 , between Smith & Ramsay Brands, a Nevada corporation (the "COMPANY") and Argent Offset LLC, a California corporation, the "HOLDER"). Capitalized terms not otherwise defined herein shall have the meanings specified in the Note (as defined below).
AMENDMENT TO LETTER OF INTENTLetter of Intent • August 7th, 2015 • Avalanche International, Corp. • Industrial organic chemicals
This AMENDMENT TO LETTER OF INTENT, dated August 4, 2015, is intended to amend that certain Letter of Intent dated June 12, 2015 (the “Original LOI”), by and among Avalanche International Corp. a Nevada corporation, J.S. Technologies, Inc., a California corporation, Steve Smith, John Suhr, Aura Suhr, Kevin Suhr, and Joleen Smith (the “Parties”).
Intercreditor AgreementIntercreditor Agreement • April 12th, 2019 • Avalanche International, Corp. • Industrial organic chemicals • New York
This Intercreditor Agreement (as supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 11, 2019, is entered into among ______________, as the First Lien Creditor, the Second Lien Collateral Agent, the Collateral Agent, and Avalanche International, Corp., a Nevada corporation (the “Borrower”) (each capitalized term being used as defined below).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement • May 19th, 2014 • Avalanche International, Corp. • Wholesale-furniture & home furnishings • Nevada
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 14, 2014, by Avalanche International Corp., a Nevada corporation (“Assignor”), and John Pulos (“Assignee”).
FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTEAvalanche International, Corp. • January 25th, 2016 • Industrial organic chemicals
For good and valuable consideration , AVALANCHE INTERNATIONAL, CORP., a Nevada corporation, (the "Company"), and LG CAPITAL FUNDING, LLC (the "Holder") hereby agree that the 8% Convertible Redeemable Note issued from the Company to the Holder and dated November 3, 2014 (the "Note") shall be amended as follows:
AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • January 25th, 2016 • Avalanche International, Corp. • Industrial organic chemicals
This Amendment to Secured Convertible Promissory Note (this "Amendment ") is entered into as of January 22, 2016 (the "Effective Date"), by and between TYPENEX Co INVESTMENT, LLC, a Utah limited liability company ("Lender"), and AVALANCHE INTERNATIONAL, CORP., a Nevada corporation ("Borrower"). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
ContractAnd Mutual Release Agreement • July 1st, 2016 • Avalanche International, Corp. • Industrial organic chemicals
TERMINATION OF LETTER OF INTENT AND MUTUAL RELEASE AGREEMENT This Termination of Letter of Intent and Mutual Release Agreement(this "Termination and Release") is entered into on May 12, 2016 and is effective as of May 4, 2016 (the "Effective Date") and is by and between Avalanche International Corp, a Nevada corporation ("Avalanche"), JS Technologies, Inc., a California corporation ("JSTech"), Steve Smith ("SSmith"), Joleen Smith ("JSmith"), John Suhr ("JSuhr"), Aura Suhr ("ASuhr"), and Kevin Suhr ("KSuhr") and together with SSmith, JSmith, JSuhr, and ASuhr, the "Sellers"). Avalanche, JSTech, and the Sellers may each be referred to herein as a "Party" and collectively as the "Parties." RECITALS WHEREAS, the Parties are parties to that certain Letter of Intent dated June 12, 2015 (the "Original Agreement"), as amended by an Amendment to Letter of Intent dated August 4, 2015 (the "First Amendment"); WHEREAS, the Parties desire to terminate the Original Agreement, as amended by the First
FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTESAvalanche International, Corp. • January 25th, 2016 • Industrial organic chemicals
For good and valuable consideration, AVALANCHE INTERNATIONAL, CORP., a Nevada corporation, (the “Company”), and ADAR BAYS, LLC (the “Holder”) hereby agree that the 8% Convertible Redeemable Notes issued from the Company to the Holder and dated May 11, 2015 (a front end note and a back end note, which are collectively, be referred to as the “Notes”) shall be amended as follows:
MARKETING AND SALES DISTRIBUTION AGREEMENTMarketing and Sales Distribution Agreement • January 17th, 2012 • Avalanche International, Corp.
This Marketing and Sales Distribution agreement (the "Agreement") is made by and between Avalanche International, Corp., a Nevada Corporation ("Avalanche") to market and distribute the crystal glass tile (hereafter collectively referred to as ("Products"), and Jiangxi Dafeng Trading Co., Ltd., a Chinese company (hereafter referred to as "Supplier"), collectively the "Parties", on the 27 day of December, 2011.
Amendment to the Share Exchange AgreementShare Exchange Agreement • July 17th, 2017 • Avalanche International, Corp. • Industrial organic chemicals
This Amendment (the “Amendment”) to a certain Share Exchange Agreement dated March 3, 2017 (the “SEA”) is made and entered into this 13th day of July, 2017 by and among: Avalanche International Corp., a Nevada corporation (“AIC”); MTIX, Ltd., a company formed under the laws of England and Wales (“MTIX”); Pravin Mistry (the “Majority Shareholder”); those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Shareholders” (collectively, the “Minority Shareholders” and with the Majority Shareholder, the “MTIX Shareholders.” AIC and the MTIX Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
DATED: November 7th 2014 SMART EVOLUTION TRADING S.R.L. And SMITH AND RAMSAY BRANDS, LLC DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT is dated 11-07-2014Distribution Agreement • November 12th, 2014 • Avalanche International, Corp. • Industrial organic chemicals
SMART EVOLUTION TRADING S.R.L., a company incorporated in Italy of 7, Re Umberto Street, Torino, 10121 Italy, VAT number 10286490015 (hereinafter "SET" or "Company")
FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTESAvalanche International, Corp. • January 25th, 2016 • Industrial organic chemicals
For good and valuable consideration, AVALANCHE INTERNATIONAL, CORP., a Nevada corporation, (the "Company"), and UNION CAPITAL, LLC (the "Holder") hereby agree that the 8% Convertible Redeemable Notes issued from the Company to the Holder and dated May 11, 2015 (a front end note and a back end note, which are collectively, be referred to as the "Notes'') shall be amended as follows:
