SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 20, 2019, by and between LIBERATED SOLUTIONS, INC., a Nevada corporation, with headquarters located at 5430 Lyndon B Johnson Fwy, Suite 1200, Dallas, TX 75240 (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”).
COMMON STOCK PURCHASE WARRANT LIBERATED SOLUTIONS, INC.Common Stock Purchase Warrant • September 27th, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $1,000,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), 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 Liberated Solutions, Inc., a Nevada corporation (the “Company”), up to 174,703,602 shares of Common Stock (as defined below) (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. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated September 20, 2019, by and among the
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 24th, 2018 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into this 23rd day of August 2018, between Liberated Solutions, Inc., a Nevada Corporation. (“Buyer”) and Peppermint Jim LLC, a Michigan Limited Liability Corporation (“Seller”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 1st, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Florida
This Note Purchase Agreement (the “Agreement”), dated as of the date first set forth above (the “Closing Date”) is entered into by and between Ngen Technologies USA Corporation, a Texas Corporation (the “Company”) and Carebourn Capital, LP, a Delaware Limited Partnership (“Buyer”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 8th, 2010 • Mega World Food Holding Co • Nevada
This Share Exchange Agreement (the "Agreement") is made and entered into as of the 14th day of September, 2010, between Mega World Food Holding Company, a Nevada corporation ("Buyer") and Mega World Food Limited, a Hong Kong China corporation ("Seller").
Distribution AgreementDistribution Agreement • December 8th, 2010 • Mega World Food Holding Co
THIS AGREEMENT, made this first day of August, 2010 by and between Lin’an Fengye Food Co., Ltd. , a corporation duly organized under the laws of the People’s Republic of China having its principal place of business at Maoli Village, Longgang Town, Lin’an City, Zhejiang Province, 311322 (hereinafter "SUPPLIER"), and Mega World Food Limited, a corporation duly organized under the laws of Hong Kong Special Administration Region of the PRC, with its registered address at ROOM C1D, 6/F, WING HING INDUSTRIAL BUILDING, 14 HING YIP STREET, KWUN TONG, KOWLOON, HONG KONG (hereinafter "DISTRIBUTOR").
AMENDED AND RESTATED STOCK EXCHANGE AGREEMENTStock Exchange Agreement • October 17th, 2016 • Liberated Energy, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
THIS AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT, date October 11, 2016 (the "Agreement) amends and restates the Stock Exchange Agreement dated September 14, 2016, by and among Liberated Energy, Inc., a Nevada corporation whose principal office is located at 15 Elvis Boulevard, Chester, New York 10918 ("LIBE"); Brian P. Conway, an individual, whose address is the same as LIBE ("PRINCIPAL LIBE SHAREHOLDER"); and Ron Knori ("SELLER); who is the owner of all of the Membership Interests of EcoCab Portland, LLC, an Oregon Limited Liability Company ("EPLLC"), who has executed a subscription agreement which will be appended hereto at closing.
ContractThese General Terms • September 16th, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties
These General Terms and Conditions apply to Office/Co-Working, Virtual Office and Membership agreements for services We supply to You.
Amendment to Distribution AgreementDistribution Agreement • February 25th, 2011 • Mega World Food Holding Co • Canned, frozen & preservd fruit, veg & food specialties
THIS AMENDMENT IS MADE TO AN AGREEMENT, made the first day of August, 2010 by and between Lin’an Fengye Food Co., Ltd. , a corporation duly organized under the laws of the People’s Republic of China having its principal place of business at Maoli Village, Longgang Town, Lin’an City, Zhejiang Province, 311322 (hereinafter "SUPPLIER"), and Mega World Food Limited, a corporation duly organized under the laws of Hong Kong Special Administration Region of the PRC, with its registered address at ROOM C1D, 6/F, WING HING INDUSTRIAL BUILDING, 14 HING YIP STREET, KWUN TONG, KOWLOON, HONG KONG (hereinafter "DISTRIBUTOR").
STOCK REDEMPTION AGREEMENT Dated as of March 31, 2020Stock Redemption Agreement • April 6th, 2020 • Ngen Technologies Holdings Corp. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Ngen Technologies Holdings Corp., a Nevada corporation (the “Company”) and Broken Circuit Technologies, Inc., a Texas corporation (“Shareholder”). The Company and the Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • February 25th, 2011 • Mega World Food Holding Co • Canned, frozen & preservd fruit, veg & food specialties
This Amendment is made to the Consulting Agreement (the "Agreement") made as of September 20, 2010 by and between Jian Di ("Consultant") and Mega World Holding Company, a Nevada company ("Company").
Exchange Agreement by and among Liberated Solutions, Inc.; Clifford Rhee; Edward Carter; Peter Zimeri; and Brian Conway Dated as of August 21, 2019Exchange Agreement • August 22nd, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This Exchange Agreement (subject to amendment as set forth herein, and together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between (i) Liberated Solutions, Inc. a Nevada corporation (“Liberated”); (ii) Clifford Rhee, (“Mr. Rhee”), a shareholder of Ngen Technologies USA Corp, a Texas corporation (“Ngen”); (iii) Edward Carter, a shareholder of Ngen (“Mr. Carter”); (v) Peter Zimeri, a shareholder of Ngen (“Mr. Zimeri”); and (iv) Brian Conway, the Chief Executive Officer of, and a shareholder of, Liberated (“Mr. Conway”). Mr. Rhee, Mr. Carter and Mr. Zimeri may be referred to herein collectively as the “Shareholders” and each individually as a “Shareholder.” Each of Liberated, Mr. Rhee, Mr. Carter, Mr. Zimeri and Mr. Conway may be referred to herein collectively as the “Parties” and separately as a “Party.”
OEM AgreementOem Agreement • September 16th, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This OEM Agreement (hereinafter referred to as “This Agreement”) is made and entered into by and between NGEN Technologies USA Corp. (hereinafter referred to as “NGEN”) and Samsung Industry Co., Ltd. (hereinafter referred to as “Samsung”):
Restructuring, Settlement and Mutual General Release Agreement By and Among Ngen Technologies Holdings Corp., Ngen Technologies USA Corp., And Certain Shareholders and Other Parties Related to Ngen Technologies Holdings Corp. Dated as of March 31, 2020Stock Redemption Agreement • April 6th, 2020 • Ngen Technologies Holdings Corp. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
SECOND AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 24th, 2011 • Mega World Food Holding Co • Canned, frozen & preservd fruit, veg & food specialties
This Second Amendment is made to the Consulting Agreement (the "Agreement") made as of September 20, 2010 by and between Jian Di ("Consultant") and Mega World Food Holding Company, a Nevada company ("Company").
The Industrial Hemp and Medical Marijuana Consulting Company, Inc. PROFESSIONAL CONSULTING SERVICES AGREEMENTServices Agreement • April 21st, 2014 • Liberated Energy, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into the execution date signed below by and between THE INDUSTRIAL HEMP AND MEDICAL MARIJUANA CONSULTING COMPANY, INC., hereinafter referred to as “IHMMCC”, a Nevada Corporation, for itself and its heirs, executors, administrators, related entities and assigns, and LIBERATED ENERGY, INC. (LIBE), whose signature is executed below, hereinafter referred to as “Client”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 1st, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This Stock Purchase Agreement (the “Agreement”) is entered into as of February 28, 2019, with an effective date of March 1, 2019 (the “Effective Date”), by and among Liberated Solutions, Inc. (f/k/a The Go Eco Group, f/k/a Liberated Energy, Inc.), a Nevada corporation (“Liberated”), CigaWatt, Inc., a Missouri corporation (“CigaWatt”), and each of the shareholders of CigaWatt identified on the signature pages hereto. Such shareholders own 100% of the capital stock in CigaWatt and are sometimes referred to herein as the “Shareholders”. The parties shall be collectively referred to herein as the “Parties” and individually, a “Party.” In consideration of the mutual promises contained herein, intending to be legally bound, the Shareholders, Liberated and Company hereby agree as follows:
STOCK REDEMPTION AGREEMENT Dated as of August 20, 2019Stock Redemption Agreement • August 22nd, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Liberated Solutions, Inc., a Nevada corporation (the “Company”) and Brian Conway (“Shareholder”).
ASSIGNMENT AND AMENDMENT AGREEMENT Dated as of September 19, 2019Assignment and Amendment Agreement • September 23rd, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This Assignment and Amendment Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between by and between (i) Liberated Solutions, Inc., a Nevada corporation (“Liberated”); (ii) Ngen Technologies USA Corp, a Texas corporation (“Ngen”), (iii) Clifford Rhee (“Mr. Rhee”) and (iii) the counterparties set forth on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”). Each of Ngen, Liberated and each Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”
ContractPatent Acquisition Agreement • January 24th, 2013 • Mega World Food Holding Co • Canned, frozen & preservd fruit, veg & food specialties • Connecticut
FUNDING AGREEMENTFunding Agreement • March 24th, 2011 • Mega World Food Holding Co • Canned, frozen & preservd fruit, veg & food specialties
This Funding Agreement (the "Agreement") made as of March 22, 2011 by and between Xiaozhong Wu ("Lender") and Mega World Food Holding Company, a Nevada company ("Company").
AMENDED PATENT ACQUISITION AGREEMENTPatent Acquisition Agreement • March 18th, 2014 • Liberated Energy, Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS AMENDED PATENT ACQUISITION AGREEMENT (the "Amended Agreement"), made as of the last executed date below (the "Effective Date"), by and among PERPETUAL WIND POWER CORPORATION a privately held company organized in the State of Delaware with a. principle address located at 109 Burtons Road, Marlton, NJ 08053 (the "Seller"), and LIBERATED ENERGY, INC. formerly Mega World Food Holding Company, a public company organized in the state of Nevada and traded on the Over the Counter Bulletin Board under the symbol "LIBE" (the "Company"), pertaining to sale of a wind and solar patent owned by the Seller to the Company for newly issued restricted common stock of the Company. Seller and the Company individually are referred to herein as a "Party," and collectively as the "Parties".
CONSULTING AGREEMENTConsulting Agreement • December 8th, 2010 • Mega World Food Holding Co
This Consulting Agreement (the "Agreement") made as of September 20, 2010 by and between Jian Di ("Consultant") and Mega World Holding Company, a Nevada company ("Company").
ADDENDUM #I TO THE AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT ENTERED INTO ON OCTOBER 11, 2016Stock Exchange Agreement • October 17th, 2016 • Liberated Energy, Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS ADDENDUM #1 (the "Addendum") TO THE AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT ENTERED INTO ON OCTOBER 11, 2016 (the "Agreement") is made effective as of October 13,2016, by and between Liberated Energy, Inc., a Nevada corporation (the "Company"), Brian P. Conway, an individual ("Conway"), Ecocab Portland, LLC ("Ecocab"), and Ron Knori, an individual ("Knori") (collectively the "Parties").
STOCK REDEMPTION AGREEMENT Dated as of September 16, 2019Stock Redemption Agreement • September 16th, 2019 • Liberated Solutions, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Nevada
This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Liberated Solutions, Inc., a Nevada corporation (the “Company”) and Brian Conway (“Shareholder”).
