SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2019, by and between IMAGING3, INC., a Delaware corporation, with headquarters located at 4919 Noeline Ave., Encino, CA 91436 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
RECITALSConsulting Agreement • October 6th, 2004 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
RECITALSRegistration Rights Agreement • October 21st, 2010 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Illinois
RECITALSSecurities Purchase Agreement • October 5th, 2010 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2019, by and between IMAGING3, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURED CONVERTIBLE NOTE Due AUGUST 31, 2017Convertible Security Agreement • January 12th, 2017 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Secured Convertible Note of Imaging3, Inc., a California corporation, (the “Company”), having its principal place of business at 3200 Valhalla Drive, Burbank, CA 91505 designated as its 10% Secured OID Convertible Note (the “Note”).
COMMON STOCK PURCHASE WARRANT GRAPEFRUIT USA, INC.Security Agreement • August 23rd, 2021 • Grapefruit USA, Inc • X-ray apparatus & tubes & related irradiation apparatus • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of that certain global amendment by and between the Company (as defined below) and Holder (as defined below) effective as of the Issuance Date (the “Amendment”)), AUCTUS FUND, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from GRAPEFRUIT USA, INC., a Delaware corporation (the “Company”), 20,000,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
RECITALSRegistration Rights Agreement • October 5th, 2010 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Illinois
EXHIBIT 10.2Consulting Agreement • February 11th, 2005 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
UNSECURED PROMISSORY NOTEUnsecured Promissory Note • March 24th, 2009 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
EXHIBIT 10.1 ENGAGEMENT AGREEMENT BY AND BETWEEN RICHARD FARKAS, ESQ. AND IMAGING3, INC., DATED JANUARY 2, 2002 AGREEMENT FOR LEGAL SERVICES DEAN JANES, individually and on behalf of IMAGING SERVICES, INC. (referred to in this Agreement as "CLIENT")...Engagement Agreement • September 30th, 2010 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus
EXHIBIT 10.1 ENGAGEMENT AGREEMENT BY AND BETWEEN RICHARD FARKAS, ESQ. AND IMAGING3, INC., DATED JANUARY 2, 2002 AGREEMENT FOR LEGAL SERVICES DEAN JANES, individually and on behalf of IMAGING SERVICES, INC. (referred to in this Agreement as "CLIENT")...Engagement Agreement • September 28th, 2011 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus
IMAGING3, INC. AGREEMENT TO REPLACE AGUILERA EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2017 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
5% CONVERTIBLE NOTE DUE FEBRUARY 27, 2017Convertible Security Agreement • May 28th, 2020 • Grapefruit USA, Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS 5% CONVERTIBLE NOTE is a duly authorized and validly issued 5% Convertible Note of Imaging3, Inc., a California corporation, (the “Company”), having its principal place of business at 3022 N Hollywood Way, Burbank, CA 91505 (the “Note”‘).
IMAGING3, INC. CONVERTIBLE NOTE AMENDMENT AGREEMENTConvertible Note Amendment Agreement • January 12th, 2017 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus
This CONVERTIBLE NOTE AMENDMENT AGREEMENT is entered into as of January 5, 2017 between Imaging3, Inc., a California corporation (the “Company”), and each of the lenders (each being the “Lender” and collectively, the “Lenders”) who sign this Agreement (this “Agreement”).
Settlement Agreement by and between Imaging3, Inc. and Freestone Advantage Partners, L.P., dated March 28, 2012Settlement Agreement • March 29th, 2012 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Illinois
This SETTLEMENT AGREEMENT (the “Agreement”), dated as of March 28, 2012, is by and between Imaging3, Inc., a California corporation (the “Company”), and Freestone Advantage Partners, L.P. (the “Claimant”).
EXHIBIT 10.7Security and Pledge Agreement • April 18th, 2005 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
SHARE EXCHANGE AGREEMENT and PLAN of REORGANIZATION by and among IMAGING3, INC., A DELAWARE CORPORATION, GRAPEFRUIT BOULEVARD INVESTMENTS, INC., A CALIFORNIA CORPORATION and THE SHAREHOLDERS OF GRAPEFRUIT BOULEVARD INVESTMENTS, INC. NAMED HEREIN Dated...Share Exchange Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of May 31, 2019, is by and among Imaging3, Inc, a Delaware Corporation (“IGNG”), Grapefruit Boulevard Investments, Inc., a California corporation (“GBI”), and the shareholders of GBI set forth in Exhibit # C-1 hereto (the “Shareholders”) (of which each is individually a “Party,” and collectively the “Parties”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto. This Agreement supersedes the Share Exchange Agreement by and among the parties dated April 27, 2019.
GLOBAL AMENDMENTConvertible Promissory Note Amendment • August 23rd, 2021 • Grapefruit USA, Inc • X-ray apparatus & tubes & related irradiation apparatus
THIS GLOBAL AMENDMENT to the Notes (as defined below) (the “Amendment”) is entered into on April 15, 2021, (the “Execution Date”) as of December 31, 2020 (the “Effective Date”), by and between Grapefruit USA, Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (each the Company and the Holder a “Party” and collectively the “Parties”).
Claims Exchange Agreement by and between Imaging3, Inc. and Cranshire Capital, L.P., dated March 28, 2012Claims Exchange Agreement • March 29th, 2012 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Illinois
This CLAIMS EXCHANGE AGREEMENT (the “Agreement”), dated as of March 28, 2012, is by and between Imaging3, Inc., a California corporation (the “Company”), and Cranshire Capital, L.P. (the “Claimant”).
WAIVERWaiver • May 2nd, 2012 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
This Waiver (“Waiver”) is entered into as of May 1, 2012 by and between Imaging3, Inc., a corporation organized under the laws of the State of California (the “Company”), on the one hand, and Gemini Master Fund, Ltd., Alpha Capital Anstalt, Brio Capital, L.P. and Context Partners Fund, L.P. (collectively, the “Purchasers”), on the other hand.
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019Convertible Promissory Note Amendment • May 28th, 2020 • Grapefruit USA, Inc • X-ray apparatus & tubes & related irradiation apparatus
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019 (the “Amendment”) is made effective as of August 2, 2019, by and between Imaging3, Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
This Employment Agreement (this “Agreement”) is entered into by and between GRAPEFRUIT BOULEVARD INVESTMENTS, INC. doing business as ‘Kali Kanna Distribution’, ‘Kali Kanna Farms’, ‘High Voltage Distribution’ (the “Company”) and KRISTIAN BRIANNE CONTRERAS (“Employee”) as of November 19, 2018. Company and Employee are collectively referred to herein as “the Parties.” In consideration of the mutual promises and covenants contained in this Agreement, Employee and the Company agree as follows:
GROUND LEASE AGREEMENT by and between 1COACHILLIN’ HOLDINGS LLC, a California limited liability company (“Landlord”) and GRAPEFRUIT BLVD INVESTMENTS a California company (“Tenant”)Ground Lease Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus
SHARE EXCHANGE AGREEMENT and PLAN of REORGANIZATION by and among IMAGING3, INC., A DELAWARE CORPORATION, GRAPEFRUIT BOULEVARD INVESTMENTS, INC., A CALIFORNIA CORPORATION and THE SHAREHOLDERS OF GRAPEFRUIT BOULEVARD INVESTMENTS, INC. NAMED HEREIN Dated...Share Exchange Agreement • May 6th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 27, 2019, is by and among Imaging3, Inc, a Delaware Corporation (“IGNG”), Grapefruit Boulevard Investments, Inc., a California corporation (“GBI”), and the shareholders of GBI set forth in Exhibit # C-1 hereto (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
SETTLEMENT AGREEMENTSettlement Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
THIS SETTLEMENT AGREEMENT (“Agreement”) is dated as of July 03 2019 and is made by and between Greenberg Glusker Fields Claman & Machtinger LLP (“GG”), on the one hand, and IMAGING3, Inc. a Delaware corporation (the “Company” or “IGNG” and together with GG the “Parties”), on the other hand, with reference to the following facts.
IMAGING3, INC. STOCK OPTION AGREEMENT (2014 Stock Incentive Plan)Stock Option Agreement • December 28th, 2015 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
Imaging3, Inc. (the "Company"), pursuant to the 2014 Stock Incentive Plan (as such plan may be amended and/or restated, the "Plan"), hereby grants to Optionee listed below ("Optionee"), an option to purchase the number of shares of the Company's Common Stock ("Shares") set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement (the "Agreement" or "Stock Option Agreement"). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
