REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec
This Agreement is made pursuant to the Convertible Note Purchase Agreement, dated as of the date hereof, among the Company and the Purchasers (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT ENDEXX CORPORATIONEndexx Corp • September 7th, 2022 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________, a _____________________, 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 August 31, 2022 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Endexx Corporation, a Nevada corporation (the “Company”), up to __________shares of the Company’s common stock (in any event, as subject to adjustment hereunder, the “Warrant Shares”). 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).
12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE August 31, 2023Endexx Corp • September 7th, 2022 • Services-business services, nec • Nevada
THIS IS A 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE of Endexx Corporation, a Nevada corporation (the “Company”), having its principal place of business at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (this “Note”), which represents a duly authorized and validly issued debt of the Company.
SECURITY AGREEMENTSecurity Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This SECURITY AGREEMENT, dated as of August 31, 2022 (this “Agreement”), is by and among Endexx Corporation, a Florida corporation (the “Company”), M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (the “Lead Investor”), and 3A Capital Establishment, a company registered in Liechtenstein with offices at Austrasse 40 Vaduz N2 9490 (the “Co-Investor”), as the holders of the Company’s 12% Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of $2,173,913.04 (collectively, the “Notes”) and its endorsees, transferees, and assigns (collectively, the Lead Investor and the Co-Investor are the “Secured Parties”, and each is a “Secured Party”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of August 31, 2022, by and among M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (the “Lead Investor”), 3A Capital Establishment, a company registered in Liechtenstein with offices at Austrasse 40 Vaduz N2 9490, Liechtenstein (the “Co-Investor”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx” or the “Company”).
PROMISSORY NOTEPromissory Note • September 7th, 2022 • Endexx Corp • Services-business services, nec
FOR VALUE RECEIVED, Endexx Corporation, a Nevada corporation, with an address of 38246 North Hazelwood Circle Cave Creek, Arizona 85331 (the “Maker”), hereby promises to pay to the order of ______, a _______, or assigns (the “Holder”), at ______________________________ or at such other place as the Holder may from time to time designate in writing to the Maker, the principal sum of _________________ Dollars ($____________). Principal and interest shall be payable in lawful money of the United States as hereinafter provided.
EXECUTIVE AGREEMENTExecutive Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Arizona
This Executive Agreement (the “Agreement”) is made this 31st day of August 2022, by and between Endexx Corporation, a Nevada corporation, and its affiliates, successors, and assigns (“EDXC”) and Todd Allen Davis (the “Executive”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of August 31, 2022, by Endexx Corporation, a Nevada corporation (the “Grantor”), is in favor of M2B Funding Corp., a Florida corporation, and 3A Capital Establishment, a company registered in Liechtenstein (each a “Secured Party”, and collectively, the “Secured Parties”).
SETTLEMENT, LOCK-UP, AND LEAK-OUT AGREEMENT, and Leak-Out Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This SETTLEMENT, LOCK-UP, AND LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2022 (the “Effective Date”), by and between Endexx Corporation, a Nevada corporation (the “Company”), and _____________________, a _______________________ (the “Securities Holder”). For all purposes of this Agreement, “Securities Holder” includes any affiliate or controlling person of the Securities Holder and any other agent, representative, or other person with whom the Securities Holder is acting in concert.
ESCROW AGREEMENTEscrow Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of August 31, 2022, by and among Rayne Forecast Inc., an Arizona corporation (“Rayne”), Todd Allen Davis, an individual residing in the State of Arizona (“Mr. Davis”), Endexx Corporation, a Nevada corporation (“EDXC”), and Randolf W. Katz, a member of, and on behalf of, Clark Hill PLC, a Michigan domestic professional limited liability company (the “Escrow Agent”). Each of Rayne and Mr. Katz may be referred to individually as a “Party” or collectively as the “Parties.”
CONTROL ACQUISITION AGREEMENT BY AND AMONG ENDEXX CORPORATION, EH SUB, INC., AND HYLA UK HOLDCO LIMITED DATED AS OF AUGUST 31, 2022Acquisition Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This ACQUISITION AGREEMENT (this “Agreement”), is entered into as of August 31, 2022, by and among Endexx Corporation, a Nevada corporation (“Endexx”); EH Sub, Inc., a Nevada corporation and wholly owned subsidiary of Endexx (the “Acquisition Sub”); and Hyla UK Holdco Limited, a United Kingdom limited company (the “Seller”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of August 31, 2022, by and among ENDEXX Corporation, a Nevada corporation (“EDXC”), CBD Unlimited, Inc., a Nevada corporation (“CBDU”), Todd Allen Davis, a resident of the State of Arizona (“Mr. Davis”), and Rayne Forecast Inc., an Arizona corporation (“Rayne”). Each of EDXC, CBDU, Mr. Davis, and Rayne may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Intercompany Services AgreementIntercompany Services Agreement • September 7th, 2022 • Endexx Corp • Services-business services, nec • Nevada
This Intercompany Services Agreement (this “Agreement”) effective as of August 31, 2022 (the “Effective Date”), is entered into by and between HYLA US Holdco Limited, a corporation organized under the laws of the State of Delaware (“HYLA”), and Endexx Corporation, a corporation organized under the laws of the State of Nevada (“ENDEXX”).
