COMMON STOCK PURCHASE WARRANT Innovative Payment Solutions, Inc.Innovative Payment Solutions, Inc. • March 16th, 2021 • Retail-catalog & mail-order houses
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 set forth herein (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on __________, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), up to ________- shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2021, between Innovative Payment Solutions, Inc., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2017 • Qpagos • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 25, 2017, by and between QPAGOS, a Nevada corporation, with headquarters located at Paseo del la Reforma 404 Piso 15 PH, Col. Juarez, Del. Cuauhtemoc, Mexico, D.F. C.P. 06600 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTInnovative Payment Solutions, Inc. • August 14th, 2023 • Retail-catalog & mail-order houses
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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Payment Solutions, Inc., 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). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2021, by and between Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
original issue discount Convertible PROMISSORY NOTEInnovative Payment Solutions, Inc. • February 17th, 2021 • Retail-catalog & mail-order houses
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 12.5% original issue discount by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”) (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2020, by and between Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTInnovative Payment Solutions, Inc. • September 2nd, 2022 • Retail-catalog & mail-order houses
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., 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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), up to THREE MILLION (3,000,000) 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).
STRICTLY CONFIDENTIAL Innovative Payment Solutions, Inc. 19355 Business Center Drive, #9 Northridge, CA 91324 Attn: William Corbett, Chief Executive OfficerLetter Agreement • March 16th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This letter agreement (this “Agreement”) constitutes the agreement between Innovative Payment Solutions, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 24, 2020 between Innovative Payment Solutions, Inc. a Nevada corporation (the “Company”) and Cavalry Fund I LP (“Purchaser”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 6th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 3, 2020 between Innovative Payment Solutions, Inc., a Nevada corporation, (the “Company”) and all wholly-owned or majority-owned subsidiaries of the Company (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 the Company 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 for the benefit of itself and each of the Purchasers (as hereinafter defined) (each, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Pa
ContractQpagos • March 15th, 2017 • Retail-catalog & mail-order houses • 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 SOLD 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 • August 14th, 2023 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____ by and between Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • February 26th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • Nevada
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
CONVERTIBLE PROMISSORY NOTEInnovative Payment Solutions, Inc. • August 14th, 2023 • Retail-catalog & mail-order houses
THIS CONVERTIBLE PROMISSORY NOTE (the “Note”) is duly authorized and validly issued by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”).
ContractWarrant Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2018 • Qpagos • Retail-catalog & mail-order houses • Nevada
THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between QPAGOS, a Nevada corporation, with headquarters located at Paseo del la Reforma 404 Piso 15 PH Col. Juarez, Del. Cuauhtemoc, Mexico, D.F. C.P. 06600 (the “Company”), and the undersigned (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Investor (the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • Nevada
This INDEMNIFICATION AGREEMENT (“Agreement”), dated and made effective as of July 30, 2021, is entered into by and between INNOVATIVE PAYMENT SOLUTIONS, INC., a corporation organized and existing under the laws of the State of Nevada, having offices at 19355 Business Center Drive, Northridge, CA 91324 (“Company”), and WILLIAM CORBETT, an individual (“Indemnitee”) (each party hereto sometimes referred to as a “Party” or collectively as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2019 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • Nevada
This EMPLOYMENT AGREEMENT (the “Agreement”) between Innovative Payment Solutions, Inc, a Nevada corporation (the “Company”), and Andrey Novikov (the “Executive”) is effective as of December 3rd, 2019 (the “Effective Date”).
ContractQpagos • April 17th, 2018 • Retail-catalog & mail-order houses • Nevada
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
AGREEMENT TO ORGANIZE AND OPERATE A JOINT VENTUREOperate a Joint Venture • June 15th, 2018 • Qpagos • Retail-catalog & mail-order houses • Delaware
AGREEMENT made as of the 14th day of June, 2018 between Digital Power Lending, LLC, a California limited liability company (“DPL”), QPAGOS, a Nevada corporation (“QPAGOS”) and Innovative Payment Systems, Inc., a Delaware corporation (“IPS”).
QPAGOS CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May __, 2015, by and between QPAGOS Corporation, a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
EXECUTIVE EMPLOYMENT AGREEMENT between INNOVATIVE PAYMENT SOLUTIONS, INC. and WILLIAM CORBETTExecutive Employment Agreement • August 20th, 2021 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated and made effective as of August 16, 2021 (the “Effective Date”), is entered into by and between INNOVATIVE PAYMENT SOLUTIONS, INC., a corporation organized and existing under the laws of the State of Nevada (USA), having offices at 19355 Business Center Drive, Northridge, CA 91324 (“Company”), and WILLIAM CORBETT, an individual residing at 1579 Griffin Rd., Pebble Beach, CA 93953 (“Executive”) (the parties hereto sometimes referred to individually as a “Party” or collectively as the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2019 • Qpagos • Retail-catalog & mail-order houses • Delaware
This Amendment, dated June 12, 2019 (this “Amendment”), to the Employment Agreement, dated May 1, 2015 (the “Agreement”), is entered into by and between QPAGOS Corporation (the “Corporation”) and Gaston Pereira (the “Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
QPAGOS Corporation - Consulting AgreementQpagos Corporation - Consulting Agreement • December 22nd, 2016 • Qpagos • Retail-catalog & mail-order houses • Florida
This Consulting Agreement (“Agreement”), effective on the last date of execution (“Effective Date”), is made between QPAGOS Corporation (hereinafter “QPAGOS” or the “Company”), having offices at 1900 Glades Road, Suite 265, Boca Raton, FL 33431, and Panatrade Business Ltd. (hereinafter “Consultant”), and is for the purpose of obtaining the advice and consulting services of Consultant by QPAGOS.
ADDITIONAL AGREEMENT №1 TO THE SUBLICENSE AGREEMENT No. SJV-01052015Additional Agreement • May 13th, 2016 • Asiya Pearls, Inc. • Retail-catalog & mail-order houses
Janor Enterprises Limited, company, duly incorporated in British Virgin Islands, registration number 1606379, having its registered office at the address: Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands, represented by the Director Maria Zanti acting by virtue of the Articles of Association, acting on the basis of the Charter, hereinafter referred to as the “Licensor”, on the one part, and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • California
This Amendment, dated December 14, 2020 (this “Amendment”), to the Employment Agreement, dated June 24, 2020 (the “Agreement”), is entered into by and between Innovative Payment Solutions, Inc. (the “Corporation”) and William Corbett (the “Executive” and together with the Corporation, the “Parties”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
EXECUTIVE EMPLOYMENT AGREEMENT between INNOVATIVE PAYMENT SOLUTIONS, INC. and WILLIAM CORBETT June 24, 2020 EXECUTIVE EMPLOYMENT AGREEMENT [Innovative Payment Solutions, Inc.]Executive Employment Agreement • June 29th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated and made effective as of June 24, 2020 (the “Effective Date”), is entered into by and between INNOVATIVE PAYMENT SOLUTIONS, INC., a corporation organized and existing under the laws of the State of Nevada (USA), having offices at 19355 Business Center Drive, Northridge, CA 91324 (“Company”), and WILLIAM CORBETT, an individual residing at (“Executive”) (the parties hereto sometimes referred to individually as a “Party” or collectively as the “Parties”).
EXTENSION AGREEMENTExtension Agreement • April 17th, 2018 • Qpagos • Retail-catalog & mail-order houses • Nevada
Reference is made to that certain Note, dated October 21, 2016 (the “Note”), in the principal amount of $50,000 of Qpagos, a Nevada corporation (the “Company”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 24th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • Nevada
This INDEPENDENT DIRECTOR AGREEMENT (“Agreement”), dated and made effective as of March 18, 2020, is entered into by and between Innovative Payment Solutions, Inc, a Nevada Corporation (“Company”), and James W Fuller, an individual resident of the State of California (“Director”) (the parties hereto sometimes referred to individually as a “Party” or collectively as the “Parties”).
Assignment and TransferAssignment and Transfer • November 16th, 2020 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
Pinz Capital Special Opportunities Fund, LP. (“Pinz”) hereby assigns and transfers to Cavalry Fund I LP all of its rights and obligations under that certain Secured Convertible Note, dated August 5, 2020, in the principal amount of $100,000 (the “Note”) issued by Innovative Payment Systems, Inc. (“IPSI”), that certain Warrant, dated August 5 , 2020, to purchase 2,857,143 shares of IPSI common stock (the “Warrant”) and the related Securities Purchase Agreement (“SPA”) and Registration Rights Agreement (“RRA”), each dated August 5, 2020 (herein, the Note, Warrant, SPA and RRA are collectively referred to as the Transaction Documents”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF IPSIPAY EXPRESS, LLCLimited Liability Company Operating Agreement • June 23rd, 2023 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”), executed as of June 19, 2023 and effective as of April 28, 2023 (the “Effective Date”), is entered into by and among INNOVATIVE PAYMENT SOLUTIONS, INC., a Nevada corporation (“IPSI”); OPEN PATH, INC., a Delaware corporation (“OP”), and EFINITYPAY, LLC, a Delaware limited liability company (“EP”). IPSI, OP and EP are also hereinafter sometimes individually referred to as a “Member” or collectively as the “Members”.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMSSettlement Agreement and Mutual Release of Claims • December 11th, 2019 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses • Nevada
This Settlement Agreement and Mutual Release (hereinafter “AGREEMENT”) is entered into on this, the 9th day of December, 2019, by, between, and among Innovative Payment Solutions, Inc, a Nevada Corporation (“Company”) and Qpagos Corporation, a Delaware Corporation (“Subsidiary”), on the one hand, and Andrey Novikov (“Claimant”), on the other hand. Company, Subsidiary and the Claimants are hereinafter referred to collectively as “SETTLING PARTIES”. The SETTLING PARTIES enter this AGREEMENT individually, and on behalf of themselves and their respective principals, agents, attorneys, officers, directors, shareholders, servants, representatives, employees, members, partners, subsidiaries, affiliated companies, insurers, predecessors, successors-in-interest and assigns.
