SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2020 • Cardax, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2020, by and between Cardax, Inc., a Delaware corporation, with headquarters located at 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Company”), and __________________ (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2014 by and between Cardax, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
EQUITY PURCHASE AGREEMENT BY AND BETWEEN CARDAX, INC. AND SOUTHRIDGE PARTNERS II LP Dated July 13, 2016Equity Purchase Agreement • July 18th, 2016 • Cardax, Inc. • Pharmaceutical preparations • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 13th day of July, 2016 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (“INVESTOR”), and CARDAX, INC., a Delaware corporation (the “COMPANY”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2016 • Cardax, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (“Agreement”), dated July 13, 2016, is made by and between CARDAX, INC., a Delaware corporation (“Company”), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the “Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2014 • Cardax, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _________, 2014 by and between Cardax, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations • New York
This SUBSIDIARY GUARANTEE, dated as of January _, 2020 (this “Guarantee”), is 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 Harbor Gates Capital, LLC (together with their permitted assigns, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2021 • Cardax, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and _______________ (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2012 • Koffee Korner Inc. • Texas
KOFFEE KORNER INC., a corporation organized under the laws of the State of Delaware with offices c/o Nazneen D’Silva 6560 Fannin Street, Suite 245, Houston, TX 77030 (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).
SECURITY AGREEMENTSecurity Agreement • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of January _, 2020 (this “Agreement”), is by and between Cardax, Inc., a Delaware corporation (the “Debtor”) and Harbor Gates Capital, LLC (the “Payee”), its endorsees, transferees, and assigns (collectively, with the Payee, the “Secured Parties”).
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Hawaii
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 7, 2014 by and between Cardax, Inc., a Delaware corporation (the “Company”), and Timothy J. King, an individual (the “Employee”).
COLLABORATION AGREEMENTCollaboration Agreement • December 3rd, 2014 • Cardax, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AGREEMENT (“Agreement”) is made as of this 18th day of August 2014 (the “Effective Date”), by and between Capsugel US, LLC and its Affiliates with an address at 412 Mt. Kemble Ave, Suite 200C, Morristown, NJ 07960 (“CAPSUGEL”) and Cardax, Inc., and its Affiliates, with a corporate address at 2800 Woodlawn Dr., Suite 129, Honolulu, HI 96822 (“CARDAX”). CARDAX and CAPSUGEL are each a “Party” and together constitute the “Parties”
SUBSCRIPTION AGREEMENT BY AND BETWEEN CARDAX, INC. AND THE PURCHASERS PARTY HERETO DATED AS OF __________, _______Subscription Agreement • November 14th, 2017 • Cardax, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is dated as of the date set forth on the signature page hereof, by and among Cardax, Inc., a Delaware corporation (the “Company”), and each Person that is a Purchaser under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 1.1.
JOINT DEVELOPMENT AND SUPPLY AGREEMENTJoint Development and Supply Agreement • April 16th, 2014 • Cardax, Inc. • Pharmaceutical preparations
BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany acting also on behalf of its Affiliates (hereinafter referred to as “BASF”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2015 • Cardax, Inc. • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________ ___, 2015 by and among Cardax, Inc., a Delaware corporation (the “Company” or “CDXI”), and the parties listed on Schedule I hereto (collectively, the “Investors”) as amended or supplemented by the Company to reflect Persons that purchase securities in the Offering. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations
This Securities Purchase Agreement (this “Agreement”) is dated as of January _, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and Harbor Gates Capital, LLC, a Wyoming limited liability company (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
ContractCardax, Inc. • July 25th, 2019 • Pharmaceutical preparations
NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CARDAX, INC.Stock Option Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • Delaware
EXCLUSIVE INVESTMENT BANKING AGREEMENTExclusive Investment Banking Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
THIS AGREEMENT (the “Agreement”) is entered into as of this 12th day of March 2013 (the “Effective Date”) by and between CARDAX PHARMACEUTICALS, INC. (hereafter the “Client”) and AGINCOURT LTD, with its principal address at 10 South Riverside Plaza, #1800, Chicago, IL 60606 USA (the “Banker”).
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places
CARDAX PHARMACEUTICALS, INC., a Delaware corporation (the "Assignor"), for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, subject to the terms and provisions of this Bill of Sale, Assignment and Assumption Agreement (this “instrument”) does hereby and with immediate effect grant, assign, sell, convey, transfer and deliver (“Transfer”), unto CARDAX PHARMA, INC., a Delaware corporation, and its successors and assigns (the "Assignee") all of Assignor's right, title and interest in and to all of its assets, properties and rights of the Assignor of every type, character and description, whether real or personal, tangible or intangible, wherever situated in which the Assignor has any right, title or interest on and as of the date hereof, including without limitation all cash funds of the Assignor and all rights to receive cash funds after the date hereof OTHER THAN the assets and rights that are listed on Schedule I, attached hereto (collectively
PLACEMENT AGENT AGREEMENT between CARDAX PHARMA, INC. and PORTFOLIO ADVISORS ALLIANCE, INC. January 3, 2014Placement Agent Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
Cardax Pharma, Inc., a Delaware corporation (the “Company”), hereby confirms its agreements with Portfolio Advisors Alliance, Inc., a California corporation (the “Placement Agent”), as follows:
Payment Deferral and Acceptance AgreementDeferral and Acceptance Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cardax, Inc. (the “Company”) and the undersigned (the “Payee”) hereby agree to satisfy certain payment obligations as provided in this Payment Deferral and Acceptance Agreement (this “Agreement”) with full force and effect as of the Effective Date noted below (the “Effective Date”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 24, 2015, by and between Cardax Pharmaceuticals, Inc., a Delaware corporation, and CARDAX, INC., a Delaware corporationAmended and Restated Agreement and Plan of Merger • November 24th, 2015 • Cardax, Inc. • Pharmaceutical preparations • New York
ContractCardax, Inc. • January 27th, 2020 • Pharmaceutical preparations
NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 27, 2013 by and among KOFFEE KORNER INC., a Delaware corporation, CARDAX ACQUISITION, INC., a Delaware corporation, CARDAX PHARMACEUTICALS, INC., a Delaware corporation, and...Agreement and Plan of Merger • January 14th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
This Amendment, dated as of the 10th day of January, 2014, by and among KOFFEE KORNER INC., a Delaware corporation (“PubCo”), CARDAX ACQUISITION, INC., a Delaware corporation (“PubCo Sub”), CARDAX PHARMACEUTICALS, INC., a Delaware corporation (“Holdings”), and CARDAX PHARMA, INC., a Delaware corporation (“Pharma”), amends that certain AGREEMENT AND PLAN OF MERGER, dated as of NOVEMBER 27, 2013 (the “Merger Agreement”), by and among PubCo, PubCo Sub, Holdings, and Pharma.
SUBSCRIPTION AGREEMENT BY AND BETWEEN CARDAX, INC. AND THE PURCHASERS PARTY HERETO DATED AS OF __________ ___, 2015Subscription Agreement • March 9th, 2015 • Cardax, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is dated as of the date set forth on the signature page hereof, by and among Cardax, Inc., a Delaware corporation (the “Company”), and each Person that is a Purchaser under the terms of this Agreement. Certain capitalized terms used in this Agreement are defined in Section 1.1.
Independent Directors’ Compensation AgreementIndependent Directors’ Compensation Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations • Delaware
This agreement (this “Agreement”) is dated as of June 30, 2015 by and among each of George W. Bickerstaff (“Bickerstaff”) and Terence A. Kelly, Ph.D. (“Kelly” and, together with Bickerstaff, each a “Director” and, collectively, the “Directors”) and CARDAX, INC., a Delaware corporation (the “Company”).
Supplement to Senior Executive Employment Agreement David G. WatumullEmployment Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations
Reference is hereby made to that certain EMPLOYMENT AGREEMENT (the “Agreement”) that was made as of February 7, 2014 by and between CARDAX, INC., a Delaware corporation (the “Company”), and David G. Watumull, an individual (the “Employee”). Capitalized terms used in this Supplement that are not otherwise defined in this Supplement shall have the respective meanings ascribed thereto in the Agreement.
Stock Purchase AgreementStock Purchase Agreement • January 14th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
This Stock Purchase Agreement (this “Agreement”) is made this 10th day of January, 2014 by and among KOFFEE KORNER INC., a Delaware corporation (“PubCo”), CARDAX PHARMACEUTICALS, INC., a Delaware corporation (“Holdings”), and CARDAX PHARMA, INC., a Delaware corporation (“Pharma”).
PORTFOLIO ADVISORS ALLIANCE, INC. New York, New York 10016 Tel.: (212) 812-8900 / (800) 804-2595 Fax: (212) 867-1993Koffee Korner Inc. • February 10th, 2014 • Retail-eating & drinking places • New York
This financial consulting agreement (this “Agreement”) sets forth the terms upon which Cardax Pharma, Inc., a Delaware corporation (and unless the context otherwise requires, from and after the Commencement Date (as hereinafter defined), PubCo, including any of their respective successors thereto, the “Company”), shall engage Portfolio Advisors Alliance, Inc., a California corporation (the “Consultant”), which is a registered broker-dealer and a member of the Financial Industry Regulatory Authority, on a non-exclusive basis and during the Term (as hereinafter defined) to perform services related to financial consulting and public relations matters as more particularly set forth herein. We acknowledge that our non-exclusive right to act as the Company’s financial and public relations advisor is with the consent of Agincourt Ltd. (which consent is evidenced by its signature below) whose prior existing commitment from the Company to serve as the Company’s exclusive financial advisor will
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2019 • Cardax, Inc. • Pharmaceutical preparations
This Securities Purchase Agreement (this “Agreement”) is dated as of _______________, 2019, by and between Cardax, Inc., a Delaware corporation (the “Company”), and _______________ (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
PERSONAL GUARANTYPersonal Guaranty • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations
This Personal Guaranty (the “Personal Guaranty”) is made by David G. Watumull, an individual with an address at c/o Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Guarantor”), favor of Harbor Gates Capital, LLC, a Wyoming limited liability company (the “Payee”), and in connection with that certain Securities Purchase Agreement between Cardax, Inc., a Delaware corporation (the “Payor”), and the Payee, dated January _, 2020 (the “SPA”). Pursuant to the SPA, the Payor sold and issued a Convertible Promissory Note in the original aggregate principal amount of $262,500 (the “Note”) in favor of the Payee.
Form of Payment Deferral and Acceptance AgreementAcceptance Agreement • July 7th, 2015 • Cardax, Inc. • Pharmaceutical preparations
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cardax, Inc. (the “Company”) and the undersigned (the “Payee”) hereby agree to satisfy certain payment obligations as provided in this Payment Deferral and Acceptance Agreement (this “Agreement”) with full force and effect as of the Effective Date noted below (the “Effective Date”).
PURCHASING AGREEMENT #5190-17 ADDENDUM # APurchasing Agreement • October 20th, 2017 • Cardax, Inc. • Pharmaceutical preparations
THIS ADDENDUM # A (the “Addendum”) to the Purchasing Agreement # 5190-17 dated 2-24-2017 between Cardax, Inc. (“Seller”) and General Nutrition Corporation (“Buyer”) is effective as of the date signed by Buyer.
ContractSpin-Off Agreement • February 10th, 2014 • Koffee Korner Inc. • Retail-eating & drinking places • New York
SPIN-OFF AGREEMENT, dated as of February 7, 2014 (this “Agreement”), KOFFEE KORNER, INC., a Delaware corporation (the “Company” or the “Seller”) and NAZNEEN D’SILVA (the “Buyer”).
AGINCOURT, LTD Chicago, Illinois 60606Koffee Korner Inc. • February 10th, 2014 • Retail-eating & drinking places • New York
Pursuant to that certain Exclusive Investment Banking Agreement dated March 12, 2013 and supplemented on May 21, 2013 and as of even date herewith (the "Placement Agency Agreement"), Agincourt, Ltd. (“AGENT”) has been engaged by Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holdings”), and (the "Company"), to act as the Company's lead placement agent in connection with the offering by the Company of shares of common stock (the “Common Stock”) of Koffee Korner, Inc., a Delaware corporation (“PubCo”), and warrants to purchase shares of Common Stock (the “Warrants”) which will be issued and sold contingent upon, and at the closing of, the proposed merger of a wholly owned subsidiary of PubCo with and into Cardax Pharma, Inc. (“Pharma”), a wholly owned subsidiary of the Company resulting in, among other matters, PubCo owning 100% of Pharma and Holdings owning more than 50% of the Common Stock of PubCo. The shares of the Common Stock and the Warrants (collectively, the “Securities”
