COMMON STOCK PURCHASE WARRANT MADISON TECHNOLOGIES, INC.Madison Technologies Inc. • January 25th, 2024 • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, Warren Zenna, or it’s 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 9/01/22 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on 9/01/26 (the “Termination Date) but not thereafter, to subscribe for and purchase from Madison Technologies, Inc. (the “Company”), 500,000 shares, 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)
SECURITY AGREEMENTSecurity Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail
This SECURITY AGREEMENT, dated as of February 17, 2021 (this “Agreement”), is by and among Madison Technologies, Inc., a Nevada corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that become party hereto following the date hereof (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”), the Secured Parties (as defined below) and Arena Investors, LP as agent for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
GUARANTY AGREEMENTGuaranty Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of February 17, 2021 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the Purchasers from time to time party to the Securities Purchase Agreement (as defined below) (together with their respective successors and assigns, including, any future holder of the Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February , 2021, by and among Madison Technologies, Inc., a Nevada corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
LIMITED GUARANTOR PLEDGE AGREEMENTLimited Guarantor Pledge Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail
This LIMITED GUARANTOR PLEDGE AGREEMENT, dated as of February 17, 2021 (together with all amendments, if any, from time to time hereto, this “Guaranty”) is made by (a) Philip Falcone, an individual with a principal residence located at (“Falcone”), (b) FFO 1 2021 Irrevocable Trust (“FFO-1”), (c) FFO 2 2021 Irrevocable Trust (“FFO-2”) and (d) KORR Value, LP (“KORR”, and together with Falcone, FFO-1 and FFO-2, and each of their respective heirs, executors, administrators, representatives, successors and assigns, each, a “Pledgor”, and collectively, the “Pledgors”) in favor of ARENA INVESTORS, L.P., in its capacity as agent under the Purchase Agreement referred to below (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
PARTIAL STRICT FORECLOSURE AGREEMENTPartial Strict Foreclosure Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This PARTIAL STRICT FORECLOSURE AGREEMENT (this “ Agreement”) is made and entered into as of the 1st day of February, 2023 by and among MADISON TECHNOLOGIES, INC., a Nevada corporation (the “Company”), SOVRYN HOLDINGS, INC., a Delaware corporation (“Sovryn,” and together with the Company, each a “Debtor,” and collectively, the “Debtors”), Philip Falcone (“Falcone”), FFO 1 TRUST (“FFO-1”), FFO 2 TRUST (“FFO-2”) KORR VALUE, LP (“KORR”, and together with the Company, Sovryn, Falcone, FFO-1 and FFO-2, each an “Obligor” and collectively, the “Obligors”), STATION BREAK HOLDINGS, LLC, a Delaware limited liability corporation (together with its successors and assigns, designees, or subsidiaries, the “Ultimate Parent “), the several financial institutions from time to time party to the Purchase Agreement referred to below, as purchasers and holders (each a “Secured Party” and collectively, the “Secured Parties”) and ARENA INVESTORS, L.P., as agent for the Secured Parties (in such capacity, toge
FIRST AMENDMENT TO LIMITED GUARANTOR PLEDGE AGREEMENTPledge Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail
THIS FIRST AMENDMENT TO LIMITED GUARANTOR PLEDGE AGREEMENT, dated as of September 24, 2021 (this “First Amendment”), is by and among (a) Philip Falcone, an individual with a principal residence located at 22 East 67th Street, New York, NY 10065 (“Falcone”), (b) FFO 1 Trust (“FFO-1”), (c) FFO 2 Trust (“FFO-2”), (d) KORR Value, LP (“KORR”, and together with Falcone, FFO-1 and FFO-2, and each of their respective heirs, executors, administrators, representatives, successors and assigns, each, a “Pledgor”, and collectively, the “Pledgors”) and (e) Arena Investors, L.P., in its capacity as agent under the Purchase Agreement referred to in the Original Pledge Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
ContractMadison Technologies Inc. • January 25th, 2024 • Retail-miscellaneous retail • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This LIMITED GUARANTY AGREEMENT, dated as of February 17, 2021 (together with all amendments, if any, from time to time hereto, this “Guaranty”) is made by (a) Philip Falcone, an individual with a principal residence located at (“Falcone”), (b) Kenneth Orr, an individual with a principal residence located at (“Orr”), (c) FFO 1 2021 Irrevocable Trust (“FFO-1”), (d) (c) FFO 2 2021 Irrevocable Trust (“FFO-2”) and (e) KORR Value, LP (“KORR”, and together with Falcone, Orr, FFO-1 and FFO-2, and each of their respective heirs, executors, administrators, representatives, successors and assigns, each, a “Limited Guarantor”, and collectively, the “Limited Guarantors”) in favor of ARENA INVESTORS, L.P., in its capacity as agent under the Purchase Agreement referred to below (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
LOCAL MARKETING AGREEMENTLocal Marketing Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This Local Marketing Agreement (“Agreement”) is made and entered into as of this 1st day of February, 2023 (the “Effective Date”), by and among SOVRYN HOLDINGS, INC., a Delaware corporation (the “Licensee”) and STATION BREAK OPERATING, LLC, a Delaware limited liability company (the “Broker”). For purposes of this Agreement, Licensee and Broker each may be referred to individually as a “Party,” and together as the “Parties.”
MADISON TECHNOLOGIES, INC. CONSULTANT AGREEMENTConsultant Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • Nevada
THIS CONSULTANT AGREEMENT (“Agreement”) is made and entered into as of the Effective Date on the Signature Page hereof, by and between Madison Technologies, Inc., a Nevada corporation (the “Company”), and GreenRock LLC, a Wyoming limited liability company (“Consultant”).
EXCHANGE AGREEMENTExchange Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 8th day of November 2021, by and between Madison Technologies, Inc., a Nevada corporation (the “Company”), and such persons listed on Schedule I who have executed a signature page to this Agreement (each, an “Investor”).
RESTRUCTURING AGREEMENT by and amongRestructuring Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
