Nevada Sample Contracts

Teo Foods Inc – Promissory Note (September 19th, 2018)

This Promissory Note ("Note") is by and between the Obligor and the Holder and is entitled to the benefits of, and evidences obligations contained in this note. This Note shall be subject to the following terms and conditions as the agreement between the Holder and Obligor:

Amendment No. 1 Securities Purchase Agreement (September 19th, 2018)

This First Amendment to the Securities Purchase Agreement (this "Amendment") is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the "Company"), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a "Purchaser" and collectively with the other undersigned purchasers, the "Purchasers"). Each of the Purchasers and the Company may be referred to herein as a "Party" and collectively as the "Parties."

CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS of SERIES a PREFERRED STOCK ICONIC BRANDS, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statues Law) (September 19th, 2018)

ICONIC BRANDS, INC. (formerly, Paw Spa, Inc.), a corporation organized and existing under the laws of the State of Nevada (the " Corporation "), the certificate of incorporation of which was filed in the office of the Secretary of State of Nevada on October 21, 2005 and amended on June 5, 2009, hereby certifies that the Board of Directors of the Corporation (" Board of Directors " or the " Board "), pursuant to authority of the Board of Directors as required by Section 78.1955 of the Nevada Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation's previously authorized 100,000,000 shares of preferred stock, par value $0.00001 per share (the " Preferred Stock "), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

Distribution Agreement (September 19th, 2018)

This Distribution Agreement ("Agreement"), dated this 1st day of May, 2016, by and between Bellissima Spirits LLC, a Nevada limited liability company ("Bellissima") and United Spirits, Inc. a New York corporation ("United").

Teo Foods Inc – Co-Packing Agreement (September 19th, 2018)

THIS CO-PACKING AGREEMENT ("Agreement"), effective April 20, 2018, (the "Effective Date"), is by and between Teo Foods Inc., a Nevada corporation, on the one hand ("Buyer") and Comercial Targa S.A. De C.V., a Mexico company, on the other hand ("Supplier").

Teo Foods Inc – Secured Convertible Promissory Note (September 19th, 2018)

This Secured Convertible Promissory Note ("Note") is being issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Obligor and the Holder (the "Purchase Agreement"), and is entitled to the benefits of, and evidences obligations incurred under the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Resolution to File Certificate of Designation of Rights and Preferences for Series C Preferred Stock of Iconic Brands, Inc. (September 19th, 2018)

FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Company has adopted the following resolutio n establishing a new series of Preferred Stock of the Company, consisting of One Thousand (1,000) shares designated "Series C Preferred Stock," with such powers, designations, preferences, and relative participating, optional, or other rights, if any, and the qualifications, limitations, or restrictions thereof, as are set forth in the resolutions:

Teo Foods Inc – Stock Purchase Agreement (September 19th, 2018)

STOCK PURCHASE AGREEMENT effective as of July 30, 2018 by and among TEO FOODS, INC., a Nevada corporation ("Buyer"), NERYS USA INC., a Nevada corporation, each of the Persons set forth on Schedule A hereto ("Sellers"), and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation (the "Company").

Distribution Agreement (September 19th, 2018)

This Distribution Agreement ("Agreement"), dated this 1st day of May, 2015, by and between Bivi LLC, a Nevada limited liability company ("Bivi") and United Spirits, Inc. a New York corporation ("United").

Teo Foods Inc – Teo Foods Inc. Securities Purchase Agreement (September 19th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June ____, 2018, by and between TEO Foods Inc., a Nevada corporation (the "Company"), and the investors set forth on the signature pages affixed hereto (each, an "Investor" and, collectively, the "Investors").

Registration Rights Agreement (September 19th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 1, 2017, between Iconic Brands, Inc., a Nevada corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Teo Foods Inc – Master Agreement (September 19th, 2018)

This Master Agreement (the "Agreement") effective as of the 30th day of September 2017 (the "Effective Date"), is entered into by and between TEO, Inc., a Nevada corporation ("TEO") and TEO Foods, Inc., a Nevada corporation (the "TEO Foods"). Teo and Teo Foods may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES B CONVERTIBLE PREFERRED STOCK of ICONIC BRANDS, INC. (Pursuant to Section 78.1955 of the Nevada Revised Statues Law) (September 19th, 2018)

ICONIC BRANDS, INC. (formerly, Paw Spa, Inc.), a corporation organized and existing under the laws of the State of Nevada (the " Corporation "), the certificate of incorporation of which was filed in the office of the Secretary of State of Nevada on October 21, 2005 and amended on June 5, 2009, hereby certifies that the Board of Directors of the Corporation (the " Board of Directors " or the " Board "), pursuant to authority of the Board of Directors as required by Section 78.1955 of the Nevada Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation's previously authorized 100,000,000 shares of preferred stock, par value $0.00001 per share (the " Preferred Stock "), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

Common Stock Purchase Warrant Iconic Brands, Inc. (September 19th, 2018)

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 Reverse Stock Split Date (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Iconic Brands, Inc., a Nevada corporation (the "Company"), up to ______ 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).

Amendment No. 1 Registration Rights Agreement (September 19th, 2018)

This First Amendment to the Registration Rights Agreement (this "Amendment") is entered into on May 21, 2018 by and among Iconic Brands, Inc., a Nevada corporation (the "Company"), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a "Purchaser" and collectively with the other undersigned purchasers, the "Purchasers"). Each of the Purchasers and the Company may be referred to herein as a "Party" and collectively as the "Parties."

Share Exchange Agreement (September 19th, 2018)

This Share Exchange Agreement (this "Agreement") is entered into on May 21, 2018 (the "Effective Date") and is by and among Iconic Brands, Inc., a Nevada corporation (the "Company"), on the one hand, and Gregory M. Castaldo, an individual ("Castaldo"), Iroquois Master Fund Ltd., a Cayman Islands exempted limited company ("Iroquois"), Iroquois Capital Investment Group LLC, a Delaware limited liability company ("ICIG"), and The Special Equities Group, LLC, a Delaware limited liability company ("SEG," and along with Castaldo, Iroquois and ICIG, each a "Shareholder" and collectively the "Shareholders"), on the other hand. Each of the Company and the Shareholders may be referred to herein as a "Party" and collectively as the "Parties."

Securities Purchase Agreement (September 19th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of November 1, 2017, between Iconic Brands, 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").

Teo Foods Inc – Bylaws of Teo Foods, Inc. (September 19th, 2018)
Certificate of Designation of the Rights, Preferences, Privileges and Restrictions, Which Have Not Been Set Forth in the Certificate of Incorporation or in Any Amendment Thereto, of the Series E Convertible Preferred Stock of Iconic Brands, Inc. (September 19th, 2018)

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating do the Series E Convertible Preferred Stock as follows:

Teo Foods Inc – Articles of Incorporation of Teo Foods Inc. (September 19th, 2018)

TEO Foods Inc., a corporation organized and existing under the Revised Statutes of the State of Nevada, does hereby amended and restate to read as follows:

Toughbuilt Industries, Inc – Securities Amendment Agreement (September 18th, 2018)

THIS SECURITIES AMENDMENT AGREEMENT (the "Agreement"), dated as of August 22, 2018, is entered into by and between toughbuilt industries, inc., a Nevada corporation (the "Company"), and the party identified as "Holder" on the signature page hereto (the "Holder").

Fortuneswell Corp – FORTUNESWELL CORPORATION Subscription Agreement (September 18th, 2018)
SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Venaxis – Termination and Release Agreement (September 18th, 2018)

THIS TERMINATION AND RELEASE AGREEMENT is made as of this 17th day of September, 2018, by and between Riot Blockchain, Inc., a Nevada corporation ("Riot"), RiotX Holdings, Inc., a Delaware corporation ("RiotX"), and goNumerical Ltd., a Canadian corporation ("Coinsquare"). Riot, RiotX, and Coinsquare may be referred to individually as a "Party" and, collectively, as the "Parties."

Biolargo Inc. – Common Stock Purchase Warrant Biolargo, Inc. (September 18th, 2018)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (as part of a fee in connection with the extension amendment dated September 12, 2018 attached hereto as "Exhibit C", amending the convertible note in the original principal amount of $500,000.00 (the "Note"), to Vista Capital Investments, LLC (including any permitted and registered assigns, the "Holder") on December 14, 2017), 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 of issuance hereof, to purchase from BioLargo, Inc., a Delaware corporation (the "Company"), 1,812,000 shares of Common Stock (as defined below) (the "Warrant Shares") at the Exercise Price per share then in effect (whereby such numbers may be adjusted from time to time pursuant to the terms and conditions of this Warrant).

Nevada Gold & Casinos, Inc. – AGREEMENT AND PLAN OF MERGER Among NEVADA GOLD & CASINOS, INC., MAVERICK CASINOS LLC and MAVERICK CASINOS MERGER SUB, INC. September 18, 2018 (September 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 18, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the "Company"), Maverick Casinos LLC, a Nevada limited liability company ("Parent"), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent ("Merger Sub" and collectively with the Company and Parent, the "Parties").

Exclusive Intellectual Property License and Royalty Agreement (September 18th, 2018)

This Exclusive Intellectual Property License and Royalty Agreement (the "Agreement") is made and entered into by and between Gopher Protocol Inc., a Nevada corporation having its principal place of business at 2500 Broadway, Suite F-125, Santa Monica, California 90404 ("GOPH"), and GBT Technologies, S.A., a Costa Rican corporation with offices located at EBC Building, 9th floor, Escazu, San Jose 10203 ("GBT").

Toughbuilt Industries, Inc – AMENDED AND RESTATED 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE September 1, 2018 (September 18th, 2018)

THIS AMENDED AND RESTATED 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Amended and Restated 10% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 25371 Commercentre Drive, Lake Forest, California, 92630, designated as its Amended and Restated 10% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Premier Exhibitions – Amendment NO. 1 to ASSET Purchase Agreement (September 18th, 2018)

This Amendment No. 1 to Asset Purchase Agreement (this "Amendment") is made and entered into as of September 13, 2018, by and among (i) Premier Exhibitions, Inc., a Florida corporation ("Premier"), (ii) Arts and Exhibitions International, LLC, a Florida limited liability company ("A&E"), (iii) Premier Exhibition Management LLC, a Florida limited liability company ("PEM"), (iv) Premier Exhibitions NYC, Inc., a Nevada corporation ("Premier NYC"), (v) Premier Merchandising, LLC, a Delaware limited liability company ("Premier Merch"), (vi) Premier Exhibitions International, LLC, a Delaware limited liability company ("PEI"), (vii) Dinosaurs Unearthed Corp., a Delaware corporation ("DU Corp.") (collectively with Premier, A&E, PEM, Premier NYC, Premier Merch and PEI, the "Debtor Sellers"); (viii) DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia ("DinoKing"), (ix) RMS Titanic, Inc., a Florida corporation ("RMST"), solely for purposes of Article

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Knight Knox Development Corp. – Registration Rights Agreement (September 14th, 2018)

This Agreement is made pursuant to the Subscription Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Subscription Agreement").

RealSource Residential, Inc – Series a Preferred Stock Purchase Agreement (September 14th, 2018)

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 12, 2018, by and between REALSOURCE RESIDENTIAL, INC., a Nevada corporation (the "Company"), and each of the persons and entities listed as a purchaser on the signature pages hereto (each a "Purchaser" and collectively, the "Purchasers").

Sunshine Biopharma, Inc – Sunshine Biopharma Announces $10 Million Equity Financing (September 14th, 2018)

Montreal, Quebec, Canada - (ACCESSWIRE) - Sunshine Biopharma, Inc. (OTCMKTS: SBFM) (the "Company" or "Sunshine"), a pharmaceutical company focused on the research, development and commercialization of drugs for the treatment of aggressive forms of cancer, today announced that it has entered into an Equity Financing Agreement ("Equity Financing Agreement") and Registration Rights Agreement ("Registration Rights Agreement") with GHS Investments LLC, a Nevada limited liability company ("GHS"). Under the terms of the Equity Financing Agreement, GHS agreed to provide Sunshine with up to $10,000,000 upon effectiveness of a registration statement on Form S-1 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission.

Kelinda – KELINDA. A Nevada Corporation (September 14th, 2018)

The registered office of KELINDA (the Corporation) shall be located at Ciuflea 132, Chisinau, MD-2001, Moldova designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places as the Board of Directors may, from time to time, determine.

Tanaris Power Holdings Inc. – Purchase Agreement (September 14th, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made this 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation ("Buyer"), 1stPoint Communications, LLC, a New Jersey company (the "Company"), and Manhattan Carrier Company, LLC, with its address at 401 East 34th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the "Seller").