WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec
THIS CERTIFIES that, for value received, Universal Capital Management, Inc. of 2601 Annand Dr., #16, Wilmington, Delaware 19808, is entitled, subject to the terms and conditions set forth in this Warrant, to purchase from Vystar Corporation (“Company"), located at 3235 Satellite Blvd., Building 400, Suite 290, Duluth, GA 30096 One Million (1,000,000) shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), at a purchase price of ($.01) per share, exercisable for a period of up to Sixty (60) months commencing on the date hereof, subject to adjustment as provided in Section 5 below. This Warrant is issued pursuant to a Warrant Purchase Agreement between Universal Capital Management, Inc. and the Company, dated January 31, 2008, and is subject to all the terms thereof, including the vesting schedules set forth in Section 1 thereof, and the limitations on transferability set forth in Section 3 thereof.
MANAGEMENT AGREEMENTManagement Agreement • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec • Delaware
THIS MANAGEMENT AGREEMENT (“Agreement”) is dated January 31, 2008 (“Effective Date”) by and between UNIVERSAL CAPITAL MANAGEMENT, INC., a Delaware corporation (“Manager”), and VYSTAR CORPORATION, a Georgia corporation (“VYSTAR” or “Company”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 13th, 2016 • Vystar Corp • Fabricated rubber products, nec • Massachusetts
THIS DISTRIBUTION AGREEMENT (“Agreement”) made this 30th day of September, 2016, by and between Vystar Corporation, a Georgia corporation, having its mailing address at 2480 Briarcliff Rd., #6, Suite 159, Atlanta Georgia 30329 (the “Company”), and NHS Holdings, LLC, a Massachusetts limited liability company, having its principal office at 101 Aylesbury Road, Worcester, Massachusetts 01609 (the “Distributor”).
ADDENDUM TO MANAGEMENT AGREEMENTManagement Agreement • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec
THIS ADDENDUM TO MANAGEMENT AGREEMENT (“Addendum”) dated February 29, 2008 is by and between UNIVERSAL CAPITAL MANAGEMENT, INC. and VYSTAR CORPORATION This Addendum amends and modifies that certain Management Agreement dated January 31, 2008 between the parties hereto.
SHARE SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERShare Subscription Agreement • August 4th, 2009 • Vystar Corp • Fabricated rubber products, nec
The undersigned hereby subscribes for ____________ shares of the common stock, $0.0001 par value (the "Shares"), of Vystar Corporation, a Georgia corporation (the "Corporation"), for $__________.
Manufacturing AgreementManufacturing Agreement • February 11th, 2009 • Vystar Corp • Fabricated rubber products, nec • Georgia
This Co-Development and Cooperation Agreement (“Agreement”) is made and entered into by and between Vystar Corporation, a Georgia corporation in the United States with its principal offices located at 3235 Satellite Blvd., Building 400, Suite 290 Duluth, GA 30096 (hereinafter referred to as “Vystar”) and Revertex (Malaysia) Sdn. Bhd., a Malaysian company with its principal offices located at 1 ½ Mile, Jalan Batu Pahat, K.B. 508, 860009 Kluang, Johor, Malaysia (hereinafter referred to as “Revertex”), effective April 1, 2008 (“Effective Date”) based on the terms and conditions contained herein.
CONFIDENTIAL TREATMENT REQUESTED CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THAT MATERIAL HAS BEEN FILED SEPARATELY DISTRIBUTOR AGREEMENTDistributor Agreement • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec • Georgia
This Agreement (“Distributor Agreement” or “Agreement”), dated and effective as of January 6, 2009 (the “Effective Date”), is made and entered into by and between Vystar Corporation, a Georgia corporation, with an address of 3235 Satellite Blvd., Bldg. 400, Suite 290, Duluth, GA 30096 (“Company” or “Vystar”), and Centrotrade Minerals & Metals, Inc., a Delaware corporation with an address of 1317 Executive Boulevard, Suite 120, Chesapeake, VA 23320 and Centrotrade Deutschland, GmbH, a German company with an address of Koelner Strasse 10b 65760 Eschborn Germany (individually and collectively referred to as “Distributor”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 10th, 2018 • Vystar Corp • Fabricated rubber products, nec • Massachusetts
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is effective as of May 7, 2018, by and among UV Flu Technologies, LLC, a Nevada limited liability company, with an address at 250 Parkway Dr. Suite 150, Lincolnshire, Illinois 60069 (“Seller”), Vystar Corporation, a Georgia corporation, with an address at 101 Aylesbury Rd, Worcester, MA 01609 (“Buyer”). Buyer and Seller are sometimes each referred to separately as a “Party” and collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into on this 1st day of April, 2008 (the "Effective Date"), by and between Vystar Corporation, a Georgia corporation (the "Company"), and Sandra Parker, a resident of the State of Georgia ("Employee").
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • May 20th, 2011 • Vystar Corp • Fabricated rubber products, nec • Georgia
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is dated as of May 20, 2011, and is entered into between TOPPING LIFT CAPITAL LLC, a Georgia limited liability company (together with its successors and assigns, “Lender”), and VYSTAR CORPORATION, a Georgia corporation (“Borrower”).
INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2009 • Vystar Corp • Fabricated rubber products, nec
This Investor Questionnaire and Subscription Agreement is to be completed by all Investors seeking to purchase shares of Common Stock and Warrants (the “Securities”) of Vystar Corporation, a Georgia corporation (the “Company”). The following information is needed in order to determine (i) whether an investment in the Securities is a suitable investment for the Investor, (ii) to ensure compliance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and (iii) to determine whether the undersigned is an accredited investor. The undersigned understands that the Company will rely upon the information contained herein for purposes of such determination.
MASTER SECURITY AGREEMENTMaster Security Agreement • July 22nd, 2019 • Vystar Corp • Fabricated rubber products, nec
This MASTER SECURITY AGREEMENT, dated as of July 18, 2019 (the “Effective Date”), is made by and among (i) MURIDA FURNITURE CO., INC. (d/b/a “Rotmans”), a Massachusetts corporation having a principal place of business at 725 Southbridge Street, Worcester, Massachusetts 01610 (in its capacity as a debtor, grantor, pledgor and assignor hereunder; collectively with its successors and/or permitted assigns, “Rotmans”), (ii) Vystar Corporation (a/k/a “Vystar Corp.”), a Georgia corporation having a principal place of business at 101 Aylesbury Road, Worcester, Massachusetts 01609 (in its capacity as a debtor, grantor, pledgor and assignor hereunder; collectively with its successors and/or permitted assigns, “Vystar”; Vystar and Rotmans are herein referred to, individually and/or collectively as the context may require, and jointly and severally, as “Borrower”), and (iii) each other now or hereafter existing guarantor from time to time party hereto by execution of any one or more counterpart si
LOAN PAYOFF AND SHARE PAYMENT AGREEMENTLoan Payoff and Share Payment Agreement • July 16th, 2018 • Vystar Corp • Fabricated rubber products, nec • Delaware
This LOAN PAYOFF AND SHARE PAYMENT AGREEMENT (“Agreement”) is made this 10TH day of July 2018, by and among Vystar Corporation (“Borrower”), CMA Investments, LLC (“Lender”), Joseph Allegra, John Douglas Craft, Michelle (“Mitsy”) Y. Mangum and William R. Doyle (collectively, the “Guarantors”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 22nd, 2015 • Vystar Corp • Fabricated rubber products, nec • Massachusetts
THIS DISTRIBUTION AGREEMENT (“Agreement”) made this 20th day of January, 2015, by and between Vystar Corporation, a Georgia corporation, having its mailing address at 2484 Briarcliff Rd., #22, Suite 159, Atlanta GA 30329 (the “Company”), and Nature’s Home Solutions, LLC, a Massachusetts limited liability company, having its principal office at 101 Aylesbury Road, Worcester, Massachusetts 01609 (the “Distributor").
Libertas Funding LLC AGREEMENT OF SALE OF FUTURE RECEIPTSAgreement of Sale of Future Receipts • June 4th, 2020 • Vystar Corp • Fabricated rubber products, nec • New York
This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this “Agreement”) dated as of 02/24/2020, is made by and between Libertas Funding LLC, a Connecticut Limited Liability Company as purchaser (“Purchaser”), the merchant whose name, address and other pertinent information is set forth below, as seller (“Merchant”), and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below (“Guarantor”).
VYSTAR CORPORATIONAgreement Regarding Issuance of Shares • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec
This letter will memorialize the agreement between Vystar and UCM with respect to certain services to be rendered by UCM to Vystar in connection with the proposed registration of the distribution of 600,000 shares of Vystar Common Stock described below to the UCM stockholders. In consideration of the services described below, on or about the effective date of a Vystar registration statement on Form S-1 which is contemplated to be filed later this year, Vystar shall issue to UCM 600,000 shares of its common stock as compensation for such services and, in accordance with the contemplated description in the Registration Statement, UCM shall distribute such shares to its stockholders on a record date to be determined. The services include the following:
ContractLLC Ownership Interest Purchase Agreement • July 2nd, 2013 • Vystar Corp • Fabricated rubber products, nec • Georgia
This LLC Ownership Interest Purchase Agreement ("Agreement") is made as of July 1, 2013 by Vystar Corporation, a Georgia corporation ("Vystar" or "Buyer") and Michael Soo, M.D., an individual resident in Durham County, North Carolina (Seller") for the consideration and on the terms set forth in this Agreement
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 15th, 2011 • Vystar Corp • Fabricated rubber products, nec • Georgia
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made as of March 11, 2011, between VYSTAR CORPORATION, a Georgia corporation (“Pledgor”), and TOPPING LIFT CAPITAL LLC, a Georgia limited liability company (together with its successors and assigns, “Lender”).
MANAGEMENT AGREEMENTManagement Agreement • August 5th, 2009 • Vystar Corp • Fabricated rubber products, nec • Delaware
THIS MANAGEMENT AGREEMENT (“Agreement”) is dated April 30, 2008 (“Effective Date”) by and between UNIVERSAL CAPITAL MANAGEMENT, INC., a Delaware corporation (“Manager”), and VYSTAR CORPORATION, a Georgia corporation (“VYSTAR” or “Company”).
UNAUDITED PRO FORMA FINANCIAL INFORMATIONLLC Ownership Interest Purchase Agreement • December 14th, 2012 • Vystar Corp • Fabricated rubber products, nec
On September 13, 2012, Vystar Corporation entered into an LLC Ownership Interest Purchase Agreement (the “Agreement”) with Mary Ailene Miller (“Seller”), the sole member of SleepHealth, LLC, a Georgia limited liability company (“SleepHealth”). SleepHealth is in the business of providing sleep disorder testing and clinical management to physician’s offices and hospitals. Vystar purchased all outstanding membership and ownership interests of SleepHealth, and on the same date completed such purchase (the “Purchase”). The purchase price was approximately $267,414. Pursuant to the Agreement, the Company:
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENTSenior Secured Convertible Promissory Note Subscription Agreement • July 2nd, 2013 • Vystar Corp • Fabricated rubber products, nec • Georgia
This Note Subscription Agreement (this “Agreement”) dated as of June 28, 2013 is executed by the purchasers set forth on the signature pages hereto (each a “Purchaser”, together, the “Purchasers”) in connection with the subscription by the Purchasers for certain senior secured convertible promissory notes (each, a “Note”, and together, the “Notes”) (which terms shall be deemed to include any and all senior secured convertible promissory notes issued) of Vystar Corporation, a Georgia corporation (the “Company”) which is offering an aggregate principal amount of Five Hundred Thousand Dollars ($500,000 (U.S.)) of the Notes. The terms of the Notes are set forth in the form of Note attached hereto as Exhibit A.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 22nd, 2019 • Vystar Corp • Fabricated rubber products, nec • Massachusetts
This Stock Purchase Agreement (this “Agreement”) is entered into as of July 18, 2019 by and among Vystar Corporation, a Georgia corporation (the “Buyer”) and Steven Rotman and Bernard Rotman (individually, a “Stockholder” and collectively, the “Stockholders”), who own fifty-eight percent (58%) of the issued and outstanding capital stock of Murida Furniture Co., Inc. dba Rotmans Furniture (“Rotmans”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article IX.
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2013 • Vystar Corp • Fabricated rubber products, nec • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into on this 1st day of April 2013 (the "Effective Date"), by and between Vystar Corporation, a Georgia corporation (the "Company"), and W. Dean Waters, a resident of the State of Georgia ("Employee").
FIRST AMENDMENT TO CONSULTING Agreement BETWEEN VYSTAR CORPORATION AND BLUE OAR CONSULTING, INC.Consulting Agreement • August 30th, 2013 • Vystar Corp • Fabricated rubber products, nec • Georgia
This First Amendment to the Consulting Agreement between Vystar Corporation, and Blue Oar Consulting, Inc. (“Amendment”) is made as of August 21, 2013 with an effective date of June 3, 2013 ("Effective Date"), and is entered into by and between VYSTAR, INC. (“Vystar”), with an address at 3235 Satellite Blvd, Bldg 400, Ste 290, Duluth, GA 30096 and Blue Oar Consulting, Inc., with an address at 285 W Via Lola, Palm Springs CA 92262 (“Consultant”).
LOAN AND SECURITY AGREEMENT between TOPPING LIFT CAPITAL LLC and VYSTAR CORPORATION March 11, 2011Loan Agreement • March 15th, 2011 • Vystar Corp • Fabricated rubber products, nec • Georgia
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of March 11, 2011, between TOPPING LIFT CAPITAL LLC, a Georgia limited liability company (“Lender”), and VYSTAR CORPORATION, a Georgia corporation (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2010 • Vystar Corp • Fabricated rubber products, nec • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into on this ___day of January 2010 (the "Effective Date"), by and between Vystar Corporation, a Georgia corporation, with the principal address of 3235 Satellite Blvd., Bldg, 400, Suite 290, Duluth, GA 30096 (the "Company"), and Matthew Clark, a resident of the State of Georgia with an address of 2695 Daniel Park Run, Dacula, GA 30019 ("Employee").
FORBEARANCE AGREEMENT AND FIRST AMENDMENTForbearance Agreement • April 28th, 2011 • Vystar Corp • Fabricated rubber products, nec • Georgia
This FORBEARANCE AGREEMENT AND FIRST AMENDMENT (this “Agreement”) is dated as of April 28, 2011, and is entered into between TOPPING LIFT CAPITAL LLC, a Georgia limited liability company (together with its successors and assigns, “Lender”), and VYSTAR CORPORATION, a Georgia corporation (“Borrower”).
VYSTAR CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2012 • Vystar Corp • Fabricated rubber products, nec • New York
This Securities Purchase Agreement (“Agreement”) is made as of May __, 2012, by and between Vystar Corporation, a Georgia corporation (the “Company”), and each of the purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”).
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATIONOwnership Interest Purchase Agreement • April 8th, 2014 • Vystar Corp • Fabricated rubber products, nec
On June 28, 2013, Vystar Corporation entered into an LLC Ownership Interest Purchase Agreement (the “Agreement”) with Dr. Michael Soo (“Seller”), the sole member of Kiron Clinical Sleep Lab, LLC, a North Carolina limited liability company (“Kiron”). Kiron is in the business of providing sleep disorder testing and clinical management to physician’s offices and hospitals. Vystar purchased all outstanding membership and ownership interests of Kiron and on the same date completed such purchase (the “Purchase”). Pursuant to the Agreement, the Company:
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2010 • Vystar Corp • Fabricated rubber products, nec • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into on this 8th day of April 2010 (the "Effective Date"), by and between Vystar Corporation, a Georgia corporation (the "Company"), and Jack Callicutt, a resident of the State of Georgia ("Employee").
MASTER CREDIT AGREEMENT (INCLUDING AMENDMENT AND RESTATEMENT OF LOAN DOCUMENTS)Master Credit Agreement • July 22nd, 2019 • Vystar Corp • Fabricated rubber products, nec • Massachusetts
LOCK-UP AGREEMENTLock-Up Agreement • August 4th, 2009 • Vystar Corp • Fabricated rubber products, nec • Georgia
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2024 • Vystar Corp • Fabricated rubber products, nec • Massachusetts
This EMPLOYMENT AGREEMENT is made and entered into as of the __1st __ day of January 2024, by and between Vystar Corporation (“Vystar”), with its principal place of business located in Atlanta, Georgia, and Jamie Rotman (“Employee”), who resides in Shrewsbury, Massachusetts. Vystar and Employee are collectively referred to herein as the “Parties.”
ContractSubordination Agreement • May 2nd, 2011 • Vystar Corp • Fabricated rubber products, nec • Georgia
Anything herein to the contrary notwithstanding, the repayment of the obligations evidenced by this Note, any liens and security interests securing the obligations evidenced by this Note, the exercise of any right or remedy with respect thereto, the rights of the Holder (as hereinafter defined) and the obligations of Vystar Corporation hereunder are subject to the provisions of that certain Subordination Agreement dated as of April [__], 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Subordination Agreement”), between Topping Lift Capital LLC as Senior Creditor and CMA Investments, LLC as Subordinated Creditor. In the event of any conflict between the terms of the Subordination Agreement and this Note, the terms of the Subordination Agreement shall govern and control.
VYSTAR CORPORATION COMMON STOCK PURCHASE WARRANTWarrant Agreement • March 15th, 2011 • Vystar Corp • Fabricated rubber products, nec • Georgia
THIS CERTIFIES THAT, for value received, ____________ (along with any permitted transferees pursuant to Section 7, the “Holder”) can purchase _______ shares (as adjusted pursuant to Section 3 hereof) of the fully paid and nonassessable Common Stock, $0.0001 par value per share (each share, a “Warrant Share”), of Vystar Corporation, a Georgia corporation (the “Company”), at an exercise price of $0.68 per Warrant Share (the “Exercise Price”) (as adjusted pursuant to Section 3), subject to the provisions and upon the terms and conditions hereinafter set forth.
