UNDERWRITING AGREEMENT between GREENBOX POS and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several UnderwritersUnderwriting Agreement • February 17th, 2021 • GreenBox POS • Services-management consulting services • New York
The undersigned, GreenBox POS, a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2020, between Greenbox POS, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2018 • GreenBox POS, LLC • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 6, 2018, by and between GreenBox Pos LLC, a Nevada corporation, with its address at 9436 Jacob Lane, Rosemead, CA , 91770 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 29th, 2020 • GreenBox POS • Services-management consulting services
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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenbox POS, a Nevada corporation (the “Company”), up to ______2 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2021 • GreenBox POS • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 2, 2021, is by and among GreenBox POS, a Nevada corporation with offices located at 131 Camino Del Rio North, Suite 1400, San Diego, CA 92108 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE july [___]2, 2021Convertible Security Agreement • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Debentures of Greenbox POS, a Nevada corporation (the “Company”), having its principal place of business at 8880 Rio San Diego Drive, Suite 102, San Diego, CA, 92108, designated as its 10% Original Issue Discount Secured Convertible Debenture due July [__]3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
This SECURITY AGREEMENT, dated as of October __, 2020 (this “Agreement”), is among Greenbox POS, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Original Issue Discount Senior Secured Convertible Debentures due October __, 2021 unless extended pursuant to the terms therein, in the original aggregate principal amount of $_______ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 29th, 2020 • GreenBox POS • Services-management consulting services • New York
SUBSIDIARY GUARANTEE, dated as of October __, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Greenbox POS, a Nevada corporation (the “Company”) and the Purchasers.
ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENTAssignment and Assumption and Management Agreement • February 12th, 2008 • ASAP Expo, Inc. • Nevada
This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on May 24, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): ASAP Show, Inc., a Nevada corporation (the “Company”), ASAP Holdings, Inc., a Nevada corporation (the “Subsidiary”) and Frank Yuan (the “Manager”)..
EXCHANGE AGREEMENTExchange Agreement • November 28th, 2023 • RYVYL Inc. • Services-management consulting services • Nevada
This Exchange Agreement (the “Agreement”) is entered into as of this 27th day of November, 2023, by and between RYVYL Inc., a Nevada corporation (f/k/a GreenBox POS), a Nevada corporation with offices located at 3131 Camino Del Rio North, Suite 1400, San Diego, California 92108 (the “Company”) and the Holder signatory hereto (the “Holder”), with reference to the following facts:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 6th, 2022 • GreenBox POS • Services-management consulting services • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of March 30th, 2022 (the “Effective Date”), between Sky Financial and Intelligence, LLC a Wyoming Limited Liability Company with a principal place of business located at 3101 Smith St. Houston, TX 77006 (the “Seller”) and GreenBox POS INC, a Nevada Corporation with a principal place of business located at 3131 Camino Del Rio N, San Diego, CA 92108 (the "Buyer"). The Buyer and Seller are referred to collectively herein as the "Parties."
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 21st, 2018 • GreenBox POS, LLC • Services-management consulting services • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of September 20, 2018 (the “Effective Date”), between GreenBox POS LLC, a Washington Limited Liability Company with a principal place of business located at 2305 Historic Decatur Road, Suite 100, San Diego, CA 92106 (the “Seller”) and GreenBox POS LLC, a Nevada Corporation with a principal place of business located at 2305 Historic Decatur Road, Suite 100, San Diego, CA 92106 (the "Buyer"). The Buyer and Seller are referred to collectively herein as the "Parties."
AMENDMENT NO. 2 TO EXCHANGE AGREEMENTExchange Agreement • August 28th, 2023 • RYVYL Inc. • Services-management consulting services
This Amendment No. 2 (this “Amendment No. 2”) to Exchange Agreement is made and entered into effective as of August 25, 2023, by and between RYVYL, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Exchange Agreement (as defined below).
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • August 18th, 2023 • RYVYL Inc. • Services-management consulting services
This Amendment No. 1 (this “Amendment No. 1”) to Exchange Agreement is made and entered into effective as of August 18, 2023, by and between RYVYL, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Exchange Agreement (as defined below).
RYVYL Inc. (f/k/a GreenBox POS) [ADDRESS]Exchange Agreement • July 26th, 2023 • RYVYL Inc. • Services-management consulting services
This agreement (this “Agreement”) is being delivered to you in connection with that certain understanding by and between RYVYL Inc. (f/k/a GreenBox POS), a Nevada corporation (the “Company”) and the undersigned (“Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2020 • GreenBox POS • Services-management consulting services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December __, 2020, by and between GreenBox POS, a Nevada corporation with its headquarters located at 8880 Rio San Diego Dr, Suite 103, San Diego, CA (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
AGREEMENT AND WAIVERAgreement and Waiver • January 31st, 2022 • GreenBox POS • Services-management consulting services
This AGREEMENT AND WAIVER (this “Agreement”), dated as of January 28, 2022, is entered into by and among GreenBox POS, a Nevada corporation (the “Company”), and the investor signatory below (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 27th, 2020 • GreenBox POS • Services-management consulting services • California
This Common Stock Purchase Agreement (the “Agreement”), dated as of May 11, 2020 (the “Execution Date”), is entered into by and between Greenbox POS., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
AMENDMENT AGREEMENT NO. 1 To the Share Purchase Agreement dated 3 September 2021 (the “SPA”)Share Purchase Agreement • March 31st, 2022 • GreenBox POS • Services-management consulting services
GREENBOX POS, a Nevada publicly traded company under NASDAQ symbol “GBOX” with an address at 3131 Camino Del Rio North, Suite 1400, San Diego, CA, 92108 (“Buyer”)
FORBEARANCE AGREEMENTForbearance Agreement • May 20th, 2024 • RYVYL Inc. • Services-management consulting services
This FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2024 (the “Forbearance Date”) by and between RYVYL Inc., a Nevada corporation (f/k/a GreenBox POS), a Nevada corporation with offices located at 3131 Camino Del Rio North, Suite 1400, San Diego, California 92108 (the “Company”) and the Holder signatory hereto (the “Holder”).
SHARE PURCHASE AGREEMENT BETWEEN LORD JAMES EDWARD BERGMAN ABRAHAM CHESED YEHUDA AVGANIM FALK-UWE PREUSSNER STEFAN VOLKER HLAWATSCH (AS SELLERS) AND GREENBOX POS (AS BUYER) REGARDING THE SALE AND PURCHASE OF THE ENTIRE SHARE CAPITAL OF TRANSACT EUROPE...Share Purchase Agreement • September 20th, 2021 • GreenBox POS • Services-management consulting services
GREENBOX POS, a Nevada publicly traded company under NASDAQ symbol “GBOX” with an address at 3131 Camino Del Rio North, Suite 1400, San Diego, CA, 92108 (“Buyer”)
Software License and Services Agreement with ExclusivitySoftware License and Services Agreement • February 7th, 2020 • GreenBox POS • Services-management consulting services • California
This software license and services agreement (“Agreement”) is by and between GreenBox POS, LLC (“GreenBox”), a Nevada corporation, having its principal place of business at 8880 Rio San Diego Drive Suite 102 San Diego, CA 92106, Cultivate Technologies, LLC (“Cultivate”), a Nevada Limited Liability Company, having its principal place of business at 3333 East End Ave, Chicago, IL, 60411 and MTrac Tech Corp. (“MTrac”), A Nevada Corporation having its principal place of business at 1835 Sunset Cliffs Blvd. Ste 202 San Diego Ca 92107 (individually each a “Party” collectively the “Parties”).
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • June 18th, 2020 • GreenBox POS • Services-management consulting services • California
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated June 15, 2020 (the “Effective Date”), is executed by and between GreenBox POS, a Nevada corporation (the “Company”) and Vista Capital Investments, LLC (“Vista”). The Company and Vista are each respectively referred to herein as a “Party” and collectively as “the Parties.”
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • February 19th, 2021 • GreenBox POS • Services-management consulting services • California
This Board of Directors Agreement (“Agreement”) made effective as the 16th of February, 2021, by and between GreenBox POS, with its principal place of business at 8880 Rio San Diego Drive, Suite 102, San Diego, CA 92108 (the “Company”) and [Genevieve Baer / William J. Caragol / Ezra Laniado], with an address at (“Director”), provides for director services, according to the following terms and conditions:
STOCK PURCHASE AGREEMENT between NORTHEAST MERCHANT SYSTEMS, INC. and GREENBOX POS, INC. dated as of May 21, 2021Stock Purchase Agreement • May 27th, 2021 • GreenBox POS • Services-management consulting services • Massachusetts
This Stock Purchase Agreement (this “Agreement”), dated as of May 21, 2021 is entered into between Northeast Merchant Systems, Inc., a Massachusetts corporation (“Company”), Aaron Dewar and Nola Ruel (the “Shareholders”) and GreenBox POS, Inc., a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
RESTRUCTURING AGREEMENTRestructuring Agreement • August 16th, 2022 • GreenBox POS • Services-management consulting services
This RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 16, 2022, is entered into by and among GreenBox POS, a Nevada corporation (the “Company”), and the investor signatory below (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Original Note (as defined below).
GREENBOX POS, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONMembership Purchase Agreement • September 28th, 2021 • GreenBox POS • Services-management consulting services
On July 13, 2021, Greenbox POS, Inc. (“Company” or “Greenbox”) entered into a Membership Purchase Agreement, by and between Greenbox and Charge Savvy, LLC, a private limited liability company organized in the State of Illinois (“Charge Savvy”), and Charge Savvy’s three members (collectively, the “Sellers”). On July 13, 2021 (the “Closing Date”), the Company completed the acquisition of all outstanding membership interests in Charge Savvy, resulting in Charge Savvy becoming a wholly-owned subsidiary of the Company (the “Acquisition”). quid biopsy platform company.
November 2, 2021 Ben Errez Chairman GreenBox POSPlacement Agent Agreement • November 3rd, 2021 • GreenBox POS • Services-management consulting services • New York
PURCHASE AGREEMENTPurchase Agreement • May 17th, 2018 • ASAP Expo, Inc. • Services-management consulting services • California
THIS PURCHASE AGREEMENT (the "Agreement"), is entered into effective as of March 23, 2018 (the "Effective Date"), by and between Frank Yuan and Vicky PMW Yuan (together, "Seller"), and GreenBox POS, LLC ("Buyer"),
MEMBERSHIP INTEREST PURCHASE AGREEMENT between SKY FINANCIAL AND INTELLIGENCE LLC, HIGHERGROUND CAPITAL LLC, AND JEFF NICKEL and CHARGE SAVVY LLC and GREENBOX POS dated as of July 9, 2021Membership Interest Purchase Agreement • July 19th, 2021 • GreenBox POS • Services-management consulting services • Illinois
This Membership Interest Purchase Agreement (this “Agreement”), dated as of July 9, , 2021, is entered into between Sky Financial and Intelligence LLC, HigherGround Capital LLC, and Jeff Nickel (collectively, “Sellers”), Charge Savvy LLC, an Illinois limited liability company (the “Company”) and GreenBox POS, a Nevada corporation (“Buyer”), each a Party and collectively the Parties. Capitalized terms used in this Agreement have the meanings given to such terms herein.
EXCHANGE AGREEMENTExchange Agreement • July 26th, 2023 • RYVYL Inc. • Services-management consulting services • Nevada
This Exchange Agreement (the “Agreement”) is entered into as of this 25th day of July, 2023, by and between RYVYL Inc., a Nevada corporation (f/k/a GreenBox POS), a Nevada corporation with offices located at 3131 Camino Del Rio North, Suite 1400, San Diego, California 92108 (the “Company”) and the Holder signatory hereto (the “Holder”), with reference to the following facts:
FIRST AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AND MANAGEMENT AGREEMENTAssignment and Assumption and Management Agreement • February 12th, 2008 • ASAP Expo, Inc. • Nevada
THIS FIRST AMENDMENT to the Assignment and Assumption and Management Agreement, dated May 24, 2007, by and among ASAP Show, Inc. a Nevada corporation (the “Company”), ASAP Holdings, Inc., a Nevada corporation (the “Subsidiary”) and Frank Yuan (the “Manager”), collectively referred to as the “Parties,” (the “Agreement”) entered into this _____ day of August, 2007, amends the Agreement as follows (the “Amendment”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2020 • GreenBox POS • Services-management consulting services • California
This Registration Rights Agreement (the “Agreement”), dated as of May 11, 2020 (the “Execution Date”), is entered into by and between Greenbox POS, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited liability company (the “Investor”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • March 9th, 2020 • GreenBox POS • Services-management consulting services • California
This Confidential Settlement Agreement and Mutual Release (the "Agreement") is entered into by and between RB Capital, Inc. ("RB Capital") and its principals Brett Rosen and Deborah Braun (collectively, the "RB Capital Parties") and Judith Braun (who is executing this agreement with respect to sections 4 and 5 only); on the one hand; and GreenBox POS; GreenBox POS, LLC; and Ben Errez and Fredi Nisan (collectively, the "GreenBox Parties"), on the other. The RB Capital Parties and the GreenBox Parties are collectively referred to herein as simply the "Parties," and each is sometimes individually referred to herein as a "Party."
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 6th, 2018 • GreenBox POS, LLC • Services-management consulting services • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of April 11, 2018 (the “Effective Date”), between ASAP Expo, Inc., a Nevada corporation with a principal place of business located at 9436 Jacob Lane, Rosemead, CA 91770 (the “Seller”) and ASAP Property Holdings Inc., a California corporation with a principal place of business located at 81 N Mentor Ave. Pasadena CA 91106 (the "Buyer"). The Buyer and Seller are referred to collectively herein as the "Parties." The Seller and the Shareholders are referred to collectively herein as the "Sellers."
