REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • Item 9 Labs Corp. • Dental equipment & supplies • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 24, 2022, by and between ITEM 9 LABS CORP., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, 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 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”).
FORM OF SUBSCRIPTION AGREEMENT] ITEM 9 LABS CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2022 • Item 9 Labs Corp. • Dental equipment & supplies • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SUBSCRIPTION AGREEMENT Crown Dynamics Corp. a Delaware corporation.Subscription Agreement • November 23rd, 2010 • Crown Dynamics Corp • Dental equipment & supplies • New York
The undersigned (sometimes referred to herein as “Subscriber”) hereby subscribes to purchase the number of shares of Common Stock (the “Shares”) of Crown Dynamics Corp., a Delaware Corporation (the “Company”) indicated below in accordance with the terms and conditions of the Prospectus and any future supplement thereto (the “Prospectus”). The undersigned understands that, if accepted, its subscription is irrevocable, but that it may be rejected in the sole discretion of the Company, for any reason.
PURCHASE AGREEMENTPurchase Agreement • October 11th, 2022 • Item 9 Labs Corp. • Dental equipment & supplies • Nevada
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 6, 2022, is entered into by and between ITEM 9 LABS CORP., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
CONSTRUCTION LOAN AND SECURITY AGREEMENTConstruction Loan and Security Agreement • August 31st, 2021 • Item 9 Labs Corp. • Dental equipment & supplies • New York
THIS CONSTRUCTION LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 6, 2021 (the “Effective Date”), is entered into among 750 NV LLC, an Arizona limited liability company (“Borrower”), the other Loan Parties party hereto, and Pelorus Fund REIT, LLC, a Delaware limited liability company (“Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2022 • Item 9 Labs Corp. • Dental equipment & supplies • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 6, 2022, is entered into by and between Item 9 Labs Corp., a Delaware corporation, (the “Company”), and ClearThink Capital Partners, LLC, a Delaware limited liability company (the “Buyer”).
ContractCrown Dynamics Corp • June 27th, 2011 • Dental equipment & supplies
PURCHASE AGREEMENTPurchase Agreement • August 16th, 2019 • Item 9 Labs Corp. • Dental equipment & supplies • Arizona
This Purchase Agreement (this “Agreement”), dated as of April 20th, 2018 (the “Effective Date”), is entered into amongst, Sidewinder Dairy, Inc., an Arizona corporation, 2734 E. Kortsen Road and 2033 N. Overfield Road, Casa Grande, Arizona 85194, and (“Seller”), and Airware Labs Corp., a Delaware corporation, 7377 E. Doubletree Ranch Road, Suite A260, Scottsdale, AZ 85258 (“Buyer”).
ZORAH TECHNOLOGY NON-EXCLUSIVE LICENSE AGREEMENTZorah Technology Non-Exclusive License Agreement • August 24th, 2012 • Crown Dynamics Corp • Dental equipment & supplies
This Zorah Technology License Agreement (collectively referred to as the “Agreement”) is made and entered into by and between Zorah, LLC, a Corporation (hereinafter “Licensor”), having its principle place of business at 5400 Laurel Springs Pkwy, Suite 107, Suwanee, GA 30024 and Crown Dynamics, a Delaware corporation (hereinafter “Licensee”), having its principle business address at 8399 E. Indian School Rd. Suite 202, Scottsdale, AZ 85251. This Non-Exclusive License Agreement is meant to modify the existing license agreement originally entered into on January 20, 2012.
ASSET PURCHASE AGREEMENT Dated as of October 6, 2021 between Item 9 Labs Colorado LLC As Buyer LLC, Item 9 Labs Corp. As PubCo, And Nebrina Adams County LLC, As SellerAsset Purchase Agreement • October 7th, 2021 • Item 9 Labs Corp. • Dental equipment & supplies • Arizona
This Asset Purchase Agreement (this “Agreement”) is entered into and effective as of October 6, 2021 (the “Effective Date”), by and between Item 9 Labs Colorado LLC, a Colorado limited liability company (“Buyer LLC”), and Item 9 Labs Corp., a Delaware corporation (“PubCo”) and Nebrina Adams County LLC, a Colorado limited liability company (“Seller”). Buyer LLC, PubCo and Seller are referred to individually herein as a “Party” and collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • September 4th, 2019 • Item 9 Labs Corp. • Dental equipment & supplies • Arizona
Borrower agrees to borrow from Lender and Lender, in reliance upon the representations and warranties from Borrower as set forth herein, agrees to make the Loan to Borrower, all subject to the terms and conditions set forth in this Agreement. The preceding Background provisions are hereby incorporated as material terms of the Agreement.
Crown Dynamics Corp Subscription AgreementSubscription Agreement • September 21st, 2010 • Crown Dynamics Corp • Dental equipment & supplies
62,500 shares of Common Stock ($.0001par value) (the “Common Stock”) of Crown Dynamics Corp ( the “Company”) at $0.03 per Share pursuant to receiving a copy of the registration statement filed under Form S1 of the Securities Act of 1933, as amended (the “Act”) and the prospectus contained therein, the undersigned acknowledges that he fully understands that (i) the Company is a start-up company and has not yet generated revenue; (ii) following completion of its current financing (assuming 2,500,000 shares are sold), the Company will have 5,500,000 shares of Common Stock issued and outstanding; and (iii) the Shares are being offered pursuant to registration under Form S1 of the Securities Act of 1933, as amended (the “Act”) and the prospectus contained therein. It is further acknowledged that the Undersigned: (i) has received a copy of the prospectus (hardcopy or electronically); (ii) is not relying upon any representations other than those contained in the prospectus; and (iii) has had
ZORAH TECHNOLOGY LICENSE AGREEMENTZorah Technology License Agreement • January 23rd, 2012 • Crown Dynamics Corp • Dental equipment & supplies
This Zorah Technology License Agreement (collectively referred to as the “Agreement”) is made and entered into by and between Zorah, LLC, a Corporation (hereinafter “Licensor”), having its principle place of business at 5400 Laurel Springs Pkwy, Suite 107, Suwanee, GA 30024 and Crown Dynamics, a Delaware corporation (hereinafter “Licensee”), having its principle business address at 12 Yemimah Street, Jerusalem 96387, Israel.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • Item 9 Labs Corp. • Dental equipment & supplies • Arizona
This Agreement and Plan of Merger (this “Agreement”), dated as of December 13, 2020 (“Execution Date”), is entered into among Item 9 Labs Corp., a Delaware corporation (“Parent”), I9 Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), OCG, Inc., a Colorado corporation (“Company”), Mike Weinberger (“Weinberger”), John Darwin (“Darwin”), Christian Hageseth (“Hageseth” and together with Weinberger and Darwin, the “Principals”), and Weinberger, as Stockholder Representative (“Stockholder Representative”).
ContractCrown Dynamics Corp • August 22nd, 2011 • Dental equipment & supplies
PATENT TRANSFER AND SALE AGREEMENTPatent Transfer and Sale Agreement • May 12th, 2011 • Crown Dynamics Corp • Dental equipment & supplies
THIS AGREEMENT (hereinafter: "the Agreement") made this day of July 15, 2010 between Ilanit Appelfeld from 35 Shaul Hamelech St. Tel Aviv, Israel (hereinafter: “the Seller”) and Crown Dynamics Corp., 113 Barksdale Professional Center, Newark , Delaware , 19711 USA. (the "Buyer").
PROFESSIONAL RELATIONS AND CONSULTING AGREEMENTProfessional Relations and Consulting Agreement • February 14th, 2014 • Airware Labs Corp. • Dental equipment & supplies • Georgia
THIS PROFESSIONAL RELATIONS AND CONSULTING AGREEMENT (the “Agreement”) is between Airware Labs Corp., a corporation organized under the laws of Delaware, whose address is 8399 East Indian School Road, Suite 202 Scottsdale, AZ 85251 (the "Company") and ACORN MANAGEMENT PARTNERS, L.L.C., a Georgia Limited Liability Company located at 1080 McGinnis Ferry Rd #1101, Alpharetta, GA 30005 (the "Consultant").
SHARE RE-PURCHASE AGREEMENTShare Re-Purchase Agreement • December 24th, 2013 • Airware Labs Corp. • Dental equipment & supplies • Arizona
This Share Re-Purchase Agreement (“Agreement”) is made this 5th day of December 2013 among Airware Labs Corp., a Delaware corporation, and its assignees (collectively “Airware” or “Corporation”) and DCI, LLC, a Minnesota limited liability company, Technoflex, LLC, a Nevada limited liability company, and Viadox, LLC, a Nevada limited liability company (individually referred to as “Shareholder” and collectively as “Shareholders”).
ContractCrown Dynamics Corp • July 21st, 2011 • Dental equipment & supplies
TENTH ALLONGE TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 13th, 2015 • Airware Labs Corp. • Dental equipment & supplies
This TENTH Allonge (the "Tenth Allonge"), dated as of August 31, 2015, attached to and forming a part of the Senior Secured Convertible Note, dated December 14, 2009 (collectively, the "Note"), made by AIRWARE HOLDINGS, INC., a Nevada corporation (the "Company") F/K/A AirWare, Inc., payable to the order of STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership (the "Holder"), in the principal amount of $500,000 is entered into by the Company and Holder as of the date above. AirWare, Inc., an Arizona corporation, originally executed the Note, and on February 18, 2010 it was merged into the Company in order to change its domicile from Arizona to Nevada. As a result of the merger, the Company became the obligor under the Note. On September 2, 2010, the parties entered into an Allonge. On September 21, 2010, the parties entered into a Second Allonge, and on October 20, 2010 the parties entered into a Third Allonge. On August 30, 2011, the parties entered into a Fourth Allonge, which i
ASSET PURCHASE AGREEMENT by and between ARIZONA DP CONSULTING LLC, the Individual Member of ARIZONA DP CONSULTING LLC, AZ DP HOLDINGS, LLC and ITEM 9 LABS CORP. Dated: NOVEMBER 26, 2018Asset Purchase Agreement • June 27th, 2019 • Item 9 Labs Corp. • Dental equipment & supplies • Delaware
This Asset Purchase Agreement (this "Agreement") is entered into on November 26, 2018, by and between Arizona DP Consulting LLC, an Arizona limited liability company ("Seller"), Sara Gullickson, an individual and the sole member of the Seller ("Owner"), Item 9 Labs Corp., a Delaware corporation (“INLB”), and AZ DP Holdings, LLC, a Nevada limited liability company and wholly-owned subsidiary of INLB (“Buyer”). Seller, Buyer, INLB and Owner may collectively be referred to herein as the "Parties" or individually as "Party".
ASSET PURCHASE AGREEMENT between THE HERBAL CURE LLC (“Seller”) and UNITY RD LOGAN CO LLC (“Buyer”) dated as of March 10th, 2022 (the “Effective Date”) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 18th, 2022 • Item 9 Labs Corp. • Dental equipment & supplies • Colorado
This Asset Purchase Agreement (this “Agreement”) is made as of March __, 2022 by and between The Herbal Cure LLC, a Colorado limited liability company (“Seller”) and Unity Rd Logan CO LLC, a Colorado limited liability company (“Buyer”).
ContractShare Exchange Agreement • March 26th, 2012 • Crown Dynamics Corp • Dental equipment & supplies • Delaware
SEVERANCE AGREEMENTSeverance Agreement • July 19th, 2013 • Airware Labs Corp. • Dental equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER AMONG ITEM 9 LABS CORP., a Delaware Corporation, and OCG, Inc., a Colorado Corporation, and [MERGER SUB], a Colorado Corporation and February 27, 2020Agreement and Plan of Merger • March 2nd, 2020 • Item 9 Labs Corp. • Dental equipment & supplies • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as February 27, 2020, by and among Item 9 Labs Corp., a Delaware corporation (the “Company”), [ ], a Colorado corporation (“Merger Sub”), OCG, Inc., a Colorado corporation (the “Target”),. Each of the parties referred to above may be referred to herein as a “Party” and collectively as the “Parties”.
CROWN DYNAMICS CORP Subscription AgreementSubscription Agreement • May 12th, 2011 • Crown Dynamics Corp • Dental equipment & supplies
ContractCrown Dynamics Corp • August 3rd, 2011 • Dental equipment & supplies
LOAN AND Revenue PARTICIPATION AGREEMENTGuaranty Agreement • June 27th, 2019 • Item 9 Labs Corp. • Dental equipment & supplies • Arizona
This Loan and Revenue Participation Purchase Agreement (the "Agreement") is made as of September___, 2018 (the "Effective Date") by and among Item 9 Labs Corp., a Delaware corporation (the "Item 9 Labs"), BSSD Group, LLC, an Arizona limited liability company (“Arizona Subsidiary”), Item 9 Properties, LLC, a Nevada limited liability company (“Nevada Subsidiary”), and Viridis Group I9 Capital, LLC, an Arizona limited lability company (hereinafter the "Purchaser"). Item 9 Labs, the Arizona subsidiary, and the Nevada subsidiary are defined herein collectively as the “Company”.
AGREEMENT AND PLAN OF EXCHANGEAgreement and Plan of Exchange • June 27th, 2019 • Item 9 Labs Corp. • Dental equipment & supplies • Arizona
THIS AGREEMENT AND PLAN OF EXCHANGE (this "Agreement") is made and entered into as of the 26th day of January 2018 (the “Effective Date”) by and among Airware Labs Corp, a Delaware limited liability company (“ALC”), and Airware Holdings, Inc., a Nevada corporation Arizona (“AHI”), on the one hand, and BSSD Group, LLC (formerly known as BSSD Farms, LLC), an Arizona limited liability company (“BSSD”), Three Kings Holdings, LLC, an Arizona limited liability company (“TKH”), Seventy Six Spirits, LLC, an Arizona limited liability company (“SSS”), Bryce Skalla, Mark Murro III, Patrick Sean Dugan, Andrew Poirier and Carlos Curiel, individuals, some of whom are members of TKH or SSS or may have been or are to be members of BSSD upon the Closing of this Agreement (the “Individuals” and collectively with the BSSD Members are the “BSSD Members”), on the other hand. (Collectively, BSSD, TKH, SSS, the Individuals, ALC and AHI are the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 27th, 2019 • Item 9 Labs Corp. • Dental equipment & supplies • Delaware
This Employment Agreement ("Agreement") is effective on November 26, 2018 (the “Effective Date”) between Item 9 Labs Corp., a Delaware corporation ("Company") and Sara Gullickson ("Executive"). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENT among STEVEN FRY, and NAJLA GUTHRIE, and DARRYL ALLEN, and LOUIS LASKOVSKI, and 11949896 CANADA INC., and 2628146 ONTARIO LTD., andShare Purchase Agreement • May 24th, 2022 • Item 9 Labs Corp. • Dental equipment & supplies • Ontario
This Share Purchase Agreement (this “Agreement”), dated as of May 18, 2022 is entered into by and among Steven Fry, an individual residing in the Province of Ontario (“Fry”), Darryl Allen, an individual residing in the Province of Ontario (“Allen”), Najla Guthrie, an individual residing in the Province of Ontario (“Guthrie”), Louis Laskovski, an individual residing in the Province of Ontario (“Laskovski”), 2628146 Ontario Ltd., a corporation formed under the laws of the Province of Ontario (“2628146”), 11949896 Canada Inc., a corporation formed under the federal laws of Canada (“11949896” and together with Fry, Allen, Guthrie, Laskovski and 2628146, collectively, the “Shareholders” and each a “Shareholder”), Fry, in his capacity as Vendors’ Representative (as defined below), Item 9 Labs Corp., a corporation formed under the laws of Delaware (the “Parent”) and OCG Management Ontario Inc., a corporation formed under the laws of the Province of Ontario (the “Purchaser”).
