SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2016 • Knowledge Machine International, Inc. • Cutlery, handtools & general hardware • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September ____, 2016, by and between Knowledge Machine International, Inc., a Nevada corporation, with headquarters located at 14 Hayward Brook Drive, Concord, NH 03301 (the “Company”), and ____________________, with its address at ____________________, (the “Buyer”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 21, 2019Dthera Sciences • September 27th, 2018 • Services-miscellaneous business services • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Dthera Sciences, a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 7310 Miramar Rd., Suite 350, San Diego, CA 92126, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due March 21, 2019 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • September 27th, 2018 • Dthera Sciences • Services-miscellaneous business services • New York
This SECURITY AGREEMENT, dated as of September 21, 2018 (this “Agreement”), is among Dthera Sciences, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Promissory Notes due four months following their issuance, in the aggregate principal amount of up to $1,100,000.00 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT Dthera SciencesDthera Sciences • September 27th, 2018 • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ICONIC VENTURES, LLC 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 September 21, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 21, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dthera Sciences, a Nevada corporation (the “Company”), up to 2,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 27th, 2018 • Dthera Sciences • Services-miscellaneous business services • New York
Subsidiary Guarantee, dated as of September 21, 2018 (this “Guarantee”), 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 “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Dthera Sciences, a Nevada corporation (the “Company”) and the Secured Parties.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2018 • Dthera Sciences • Services-miscellaneous business services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of September 21, 2018, by and among Dthera Sciences, a Nevada corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
DTHERA SCIENCES WARRANT TO PURCHASE SHARES OF COMMON STOCKDthera Sciences • September 20th, 2018 • Services-miscellaneous business services • California
For VALUE RECEIVED, _______________ (“Warrantholder”) is entitled to purchase, subject to the provisions and conditions of this Warrant (the “Warrant”), from Dthera Sciences, a Nevada corporation (“Company”), at any time and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $0.65 (the exercise price in effect being herein called the “Warrant Price”), ________________ (_________)shares (“Warrant Shares”) of the Company’s Common Stock (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
Promissory Note Purchase AgreementPromissory Note Purchase Agreement • September 20th, 2018 • Dthera Sciences • Services-miscellaneous business services • Utah
THIS PROMISSORY NOTE PURCHASE AGREEMENT (“Agreement”) is entered into between and among Dthera Sciences, a Nevada corporation (the “Company”), and the individual or entity named on the Execution and Signature Pages hereto (the “Purchaser”), dated as of September 17, 2018. The Company and the Purchaser may each be referred to herein as a “Party” and collectively as the “Parties.”
DTHERA SCIENCES EMPLOYEE AND CONSULTANT SHARE PURCHASE AGREEMENT PLEASE READ THE FOLLOWING LEGENDS CAREFULLY:Employee and Consultant Share Purchase Agreement • August 14th, 2017 • Dthera Sciences • Services-miscellaneous business services • California
THIS AGREEMENT INVOLVES SUBSTANTIAL RISK, INCLUDING, BUT NOT LIMITED TO, RISKS ARISING FROM THE COMPANY’S LACK OF OPERATING HISTORY, FINANCIAL ASSETS AND REVENUES, COMPETITION, LACK OF DIVERSIFICATION, AND THE ABSENCE OF A MARKET FOR AND RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 28th, 2014 • Songbird Development Inc. • Cutlery, handtools & general hardware • Nevada
This Agreement and Plan of Reorganization (the “Agreement”), entered into this 22nd day of October 2014, is by and among Knowledge Machine, Inc., a Nevada corporation (the “Target”), Songbird Development Inc., a Nevada corporation (the “Purchaser”), and the shareholders of the Target whose names and signatures are set forth upon the signature page of this Agreement (the “Shareholders”). Certain capitalized terms used in this Agreement not otherwise defined in the body of the Agreement are defined in ARTICLE XI of this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 28th, 2014 • Songbird Development Inc. • Cutlery, handtools & general hardware • Nevada
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 22, 2014, between Songbird Development Inc., a Nevada corporation (the “Seller”) and Igor Kaspruk (the “Buyer”).
CONSULTING AGREEMENT:Consulting Agreement • October 28th, 2014 • Songbird Development Inc. • Cutlery, handtools & general hardware
This Consulting Agreement (the "Agreement"), dated effective as of January 1, 2014 (the "Effective Date"), is entered into on March 11, 2014, by and between Knowledge Machine, Inc., a Nevada corporation (the "Company"), and Northern New Hampshire Technical Associates LLC ("Consultant").
Amendment No. 1 to THE ACQUISITION AND SHARE EXCHANGE AgreementAcquisition and Share Exchange Agreement • August 10th, 2016 • Knowledge Machine International, Inc. • Cutlery, handtools & general hardware
This First Amendment (the “Amendment”) entered into effective the 4th day of August 2016, is to the Acquisition and Share Exchange Agreement dated July 1, 2016 (the “Agreement”) by and between Knowledge Machine International, Inc., a Nevada corporation (“KNMX”), EveryStory, Inc., a Delaware corporation (“EveryStory”), and each of EveryStory’s shareholder (the “Shareholders”).
AMENDED AND RESTATED ACQUISITION AND SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 27th, 2016 • Knowledge Machine International, Inc. • Cutlery, handtools & general hardware • California
THIS AMENDED AND RESTATED ACQUISITION AND SHARE EXCHANGE AGREEMENT (this “A&R Agreement”), entered into this 21st day of September, 2016, amends and restates certain provisions of the prior Acquisition and Share Exchange Agreement (the “Original Agreement”) dated as of July 1, 2016, is by and among Knowledge Machine International, Inc., a Nevada corporation (“KMI”) located at 14 Hayward Brook Drive, Concord, NH 03301, and EveryStory, Inc., a Delaware corporation (“EveryStory”), located at 9921 Carmel Mountain Road, Suite 118, San Diego, CA, 92129, and the Shareholders of EveryStory listed on the Signature Page and in Exhibit A hereto (the “Shareholders” or individually, a “Shareholder”). Each of the parties to this A&R Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY PURCHASE AND ASSIGNMENT AGREEMENTIntellectual Property Purchase and Assignment Agreement • August 31st, 2017 • Dthera Sciences • Services-miscellaneous business services • California
This INTELLECTUAL PROPERTY PURCHASE AND ASSIGNMENT AGREEMENT (the “Agreement”), dated as of August ___, 2017, is made by and between ______________________________ (“Seller”), an individual residing in [California] in favor of Dthera Sciences (“Buyer”), a Nevada corporation, located at 7310 Miramar Road, Suite 350, San Diego, CA 92126. The Buyer and Seller may each be referred to herein as a “Party” and collectively as the “Parties.”
Stock Purchase AgreementStock Purchase Agreement • October 28th, 2014 • Songbird Development Inc. • Cutlery, handtools & general hardware • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2014, is entered into by and among Knowledge Machine, Inc., a Nevada corporation (“Knowledge Machine”), Igor Kaspruk (the “Seller”), and Songbird Development Inc., a Nevada corporation (the “Company”).
ACQUISITION AND SHARE EXCHANGE AGREEMENTAcquisition and Share Exchange Agreement • July 6th, 2016 • Knowledge Machine International, Inc. • Cutlery, handtools & general hardware • California
THIS ACQUISITION AND SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of July 1, 2016, is by and among Knowledge Machine International, Inc., a Nevada corporation (“KMI”) located at 14 Hayward Brook Drive, Concord, NH 03301, and EveryStory, Inc., a Delaware corporation (“EveryStory”), located at 9921 Carmel Mountain Road, Suite 118, San Diego, CA, 92129, and the Shareholders of EveryStory listed on the Signature Page and in Exhibit A hereto (the “Shareholders” or individually, a “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
Option Agreement between Knowledge Machine, Inc. and Score Technologies, Inc.Option Agreement • October 28th, 2014 • Songbird Development Inc. • Cutlery, handtools & general hardware
Comes now the parties, Knowledge Machine, Inc. , (“KMI”), a Nevada corporation with an address at 3344 Hill Street, San Diego, CA 92106, and Score Technologies, Inc. (“Score” or the “Company”), a Colorado corporation with an address at 254 W. Hanley Ave., Suite A, Coeur d’Alene, Idaho, and agree as follows as of the date specified on the last page of this agreement:
ContractDthera Sciences • September 20th, 2018 • Services-miscellaneous business services • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAW.
DTHERA SCIENCES INVESTMENT UNIT PURCHASE AGREEMENT PLEASE READ THE FOLLOWING LEGENDS CAREFULLY:Investment Unit Purchase Agreement • August 14th, 2017 • Dthera Sciences • Services-miscellaneous business services • California
THIS AGREEMENT INVOLVES SUBSTANTIAL RISK, INCLUDING, BUT NOT LIMITED TO, RISKS ARISING FROM THE COMPANY’S LACK OF OPERATING HISTORY, FINANCIAL ASSETS AND REVENUES, COMPETITION, LACK OF DIVERSIFICATION, AND THE ABSENCE OF A MARKET FOR AND RESTRICTIONS ON THE TRANSFERABILITY OF THE UNITS AND THE SECURITIES UNDERLYING SAID UNITS.
STANDARD SERVICES AGREEMENTStandard Services Agreement • April 2nd, 2018 • Dthera Sciences • Services-miscellaneous business services
The Buyer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this Agreement.
