SECURITIES PURCHASE AGREEMENT EXHIBIT LIST SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [●] (as defined therein) (including its successors and assigns, “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”), it being understood that the terms set forth herein shall apply mutatis mutandis to any securities issued pursuant to the Purchaser’s exercise of the Additional Purchase Option (as defined in the Purchase Agreement) pursuant to Sections 4.18 and 4.20 therein.
Common Shares Sales AgreementSales Agreement • August 24th, 2021 • Liquid Media Group Ltd. • Services-prepackaged software • New York
Liquid Media Group Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC, as sales agent hereunder (the “Agent”), as follows:
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 3.10 THROUGH 3.18, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939Liquid Media Group Ltd. • May 4th, 2020 • Services-prepackaged software • New York
INDENTURE, dated as of ______ __, 20__ between Liquid Media Group Ltd., a corporation incorporated under the laws of the province of British Columbia, Canada (herein called the "Company"), having its principal office at #202, 5626 Larch Street, Vancouver, British Columbia, V6M 4E1, and ______________________________, as Trustee (herein called the "Trustee").
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANTLiquid Media Group Ltd. • June 8th, 2020 • Services-prepackaged software • New York
THIS PLACEMENT AGENT COMMON SHARE 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 5:00 p.m. (New York City time) on June 4, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Liquid Media Group Ltd., a corporation organized under the Business Corporations Act (British Columbia) (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company pursuant to the Engagement Agreement, dated as of September 3, 2019, as amended on June 3, 2020, between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2021 • Liquid Media Group Ltd. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 18, 2021, between Liquid Media Group Ltd., a corporation organized under the Business Corporations Act (British Columbia) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTLiquid Media Group Ltd. • February 23rd, 2023 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder” or the “Placement Agent”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 22, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) the date that is five years and six months following the date hereof (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), (the “Company”), up to 925,926 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2007 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2007, by and among Leading Brands, Inc., a British Columbia 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 AGREEMENTSecurities Purchase Agreement • June 8th, 2020 • Liquid Media Group Ltd. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2020, between Liquid Media Group Ltd., a corporation organized under the Business Corporations Act (British Columbia) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • April 8th, 2022 • Liquid Media Group Ltd. • Services-prepackaged software • British Columbia
LIQUID MEDIA GROUP LTD., a company organized under the laws of the Province of British Columbia and having an office at 5626 Larch St, Suite 202, Vancouver, BC, Canada V6M 4E1
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 31, 2010 BETWEEN LEADING BRANDS, INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENT Effective as of: May 31, 2010 Approved By Shareholders: June 30, 2010Shareholder Rights Plan Agreement • July 2nd, 2010 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, dated as of May 31, 2010 (amending and restating the Shareholder Rights Plan Agreement of the Company dated as of August 31, 2006 (the “Existing Rights Plan Agreement”)) is made between Leading Brands, Inc. (the “Company”), a corporation incorporated under the laws of British Columbia, and Computershare Trust Company of Canada, as assignee of Pacific Corporate Trust Company, a trust company existing under the laws of British Columbia (the “Rights Agent”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2007 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 8, 2007, by and among Leading Brands, Inc., a British Columbia corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 8th, 2022 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of September 1, 2021, by and among IndieFlix Group, Inc., Delaware corporation (the “Company”), Liquid Media Group Ltd., a corporation formed under the Business Act, British Columbia Canada, (“Parent”), Liquid Media Merger Sub, a Delaware corporation and a wholly-owned or indirect wholly-owned Subsidiary of Parent (“Merger Sub”) and Scilla Andreen, in her capacity as representative for each of the Noteholders (“Noteholder Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
PURCHASE AGREEMENTPurchase Agreement • June 20th, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
THIS PURCHASE AGREEMENT is entered into as of this 7th day of June, 2023 (the “Agreement”), by and among Liquid Media Group (US) Inc. (“Seller”), IndieFlix Group, Inc. (the “Company”), and Impactful Group Inc., (“Purchaser”), all collectively referred to as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • Liquid Media Group Ltd. • Services-prepackaged software • British Columbia
LIQUID MEDIA GROUP, LTD., a company organized under the laws of the Province of British Columbia and having an office at 1000-409 Granville Street, Vancouver, British Columbia V6C 1T2
DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • June 30th, 2011 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
LEADING BRANDS, INC., a body corporate subsisting under the laws of British Columbia and having an office and place of business at Suite 1800 –1500 West Georgia Street, Vancouver, British Columbia, Canada V6G 2Z6
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • June 30th, 2011 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
LEADING BRANDS, INC., a body corporate subsisting under the laws of British Columbia and having an office and place of business at Suite 1800 –1500 West Georgia Street, Vancouver, British Columbia, Canada V6G 2Z6
LEADING BRANDS, INC. - and - 1133438 B.C. LTD. SHARE PURCHASE AGREEMENT September 15, 2017Share Purchase Agreement • June 1st, 2018 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties) the Parties covenant and agree as follows:
CONSULTANT STOCK OPTION AGREEMENTConsultant Stock Option Agreement • June 30th, 2011 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
LEADING BRANDS, INC., a body corporate subsisting under the laws of British Columbia and having an office and place of business at Suite 1800 –1500 West Georgia Street, Vancouver, British Columbia, Canada V6G 2Z6
STOCK OPTION AGREEMENTStock Option Agreement • November 27th, 2002 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters
LEADING BRANDS, INC., a body corporate subsisting under the laws of British Columbia and having an office and place of business at 160 - 7400 River Road, Richmond, British Columbia V6X 1X6 (the “Company”)
MASTER AGREEMENT FOR CONTRACT MANUFACTURING AND PACKAGING SERVICESMaster Agreement for Contract Manufacturing and Packaging Services • March 18th, 2015 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters
This MASTER AGREEMENT FOR CONTRACT MANUFACTURING AND PACKAGING SERVICES ("Agreement") is entered into effective on the Effective Date, as defined below, by and between [confidential customer name and address], and North American Bottling Division of Leading Brands of Canada, Inc. ("Contractor"), with its principal place of business at 4104-99 St. NW, Edmonton, Alberta, T6E 3N5.
Liquid Media Settles Waterproof LitigationLiquid Media Group Ltd. • October 25th, 2021 • Services-prepackaged software
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward-looking statements are typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "potentially" and similar expressions, or are those, which, by their nature, refer to future events. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such factors include, but are not limited to: developments related to the COVID-19 pandemic, regulatory actions, market prices, continued availability of capital and financing, and general economic, market or business conditions, as well as additional risks disclosed in the Company’s annual and quarterly financial
AMENDED AND RESTATED DEFINITIVE ARRANGEMENT AGREEMENTArrangement Agreement • June 1st, 2018 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS ARRANGEMENT AGREEMENT, which amends and restates an arrangement agreement dated as of the 17th day of September, 2017, is made as of January 14, 2018.
DEFINITIVE ARRANGEMENT AGREEMENTDefinitive Arrangement Agreement • September 28th, 2017 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto hereby covenant and agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made with effect as of the _____ day of ____, 2021Executive Employment Agreement • April 8th, 2022 • Liquid Media Group Ltd. • Services-prepackaged software • Ontario
AND WHEREAS the Corporation and the Executive wish to enter into an Employment Agreement to set forth the terms and conditions which will govern the Executive’s employment with the Corporation as of the Effective Date;
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Liquid Media Group Ltd. • February 23rd, 2023 • Services-prepackaged software • Delaware
THIS 20.0% ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is a duly authorized and validly issued 20.0% Original Issue Discount Convertible Debenture of Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), having a place of business at #401, 750 West Pender Street, Vancouver, BC V6C 2T7 Canada, designated as its 20.0% Original Issue Discount Convertible Debenture (this debenture, this “Debenture”).
AMENDED AND RESTATED DEFINITIVE ARRANGEMENT AGREEMENTArrangement Agreement • January 25th, 2018 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS ARRANGEMENT AGREEMENT, which amends and restates an arrangement agreement dated as of the 17th day of September, 2017, is made as of January 14, 2018.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 8th, 2022 • Liquid Media Group Ltd. • Services-prepackaged software
registered in Malta with company registration number C 67755 and having its registered office at 260, Triq San Albert, Gzira, GZR 1150, Malta ("DCU")
AGREEMENT AND PLAN OF MERGER By and Among Liquid Media Group Ltd. Liquid Media Merger Sub 3 IGems TV, Inc. and Jon Fitzgerald as Representative Dated as of December 4, 2021 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 8th, 2022 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 4, 2021, by and among IGems TV, Inc., Delaware corporation (the “Company”), Liquid Media Group Ltd., a corporation formed under the Business Act, British Columbia Canada, (“Parent”), and Liquid Media Merger Sub 3, a Delaware corporation and a wholly-owned or indirect wholly-owned Subsidiary of Parent (“Merger Sub”) and Jon Fitzgerald, in capacity as representative for the stockholders of the Company (“Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • November 27th, 2002 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters
LEADING BRANDS, INC., a body corporate subsisting under the laws of British Columbia and having an office and place of business at 160-7400 River Road, Richmond, British Columbia V6X 1X6.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • June 20th, 2023 • Liquid Media Group Ltd. • Services-prepackaged software
As evidenced by a Secured Promissory Note dated concurrently herewith, (the “Note”) between Indieflix Group Inc., the Impactful Group Inc., as purchaser, and the Secured Party, as vendor, of all of the issued and outstanding shares of common stock of one of the Guarantors, as a material inducement to the Secured Party to accept the Note as consideration of the Purchase Price (as defined therein), the Guarantor has agreed to provide a security agreement securing the repayment of the Purchase Price documented by the Note.
SECURED PROMISSORY NOTE IMPACTFUL GROUP INC. and INDIEFLIX GROUP INC. Secured 6% Promissory Note Due: June 7, 2023Secured Promissory Note • June 20th, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
For value received, Impactful Group Inc., (the “Company”), and IndieFlix Group Inc. jointly and severally hereby promise to pay, on the tenth anniversary of this Note (the “Maturity Date”) to the order of Liquid Media Group Ltd., together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided, an aggregate of up to US$1,209,174 (the “Principal Amount”), plus all accrued and unpaid interest thereon calculated in accordance with below Section 1.2. and Section 1.3.
SECURITY INTEREST AND PLEDGE AGREEMENTSecurity Interest and Pledge Agreement • June 20th, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
SECURITY INTEREST AND PLEDGE AGREEMENT ("Pledge Agreement") dated as of June 7th, 2023, by and among Liquid Media Group Inc. ("Secured Party"), and IndieFlix Group Inc., a Delaware corporation (the "Company"), and the Impactful Group Inc. ("Pledgor" or the "Debtor”).
DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • November 27th, 2002 • Leading Brands Inc • Bottled & canned soft drinks & carbonated waters • British Columbia
LEADING BRANDS, INC., a body corporate subsisting under the laws of British Columbia and having an office and place of business at 7400 River Road, Richmond, British Columbia V6X 1X6
