REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2015 • Breathe Ecig Corp. • Gold and silver ores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2015 • Breathe Ecig Corp. • Gold and silver ores • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 2, 2015, between Breathe eCig Corp., 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”).
COMMON STOCK PURCHASE WARRANT BREATHE ECIG CORP.Breathe Ecig Corp. • July 10th, 2015 • Gold and silver ores
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FirstFire Global Opportunities Fund LLC 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Breathe eCig Corp., a Nevada corporation (the “Company”), up to 4,000,000 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 • May 5th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of April 28, 2014, is entered into by and between DNA Precious Metals, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Illinois
This Securities Purchase Agreement (this “Agreement”) is dated February 10th, 2014 by and between DNA Precious Metals, Inc., a Nevada corporation (the “Company”) and Mammoth Corporation (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.
ContractDna Precious Metals Inc. • May 5th, 2014 • Gold and silver ores • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DNA PRECIOUS METALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Security AgreementSecurity Agreement • May 5th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Utah
This Security Agreement (this “Agreement”), dated as of April 28, 2014, is executed by DNA Precious Metals, Inc., a Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured Party”).
EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Illinois
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 10th, 2014 between Mammoth Corporation (“Purchaser”) and DNA Precious Metals, Inc. (the “Company”).
ContractDna Precious Metals Inc. • May 5th, 2014 • Gold and silver ores • Utah
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.
Employment AgreementEmployment Agreement • December 20th, 2011 • Dna Precious Metals Inc. • Gold and silver ores • Nevada
THIS EMPLOYMENT AGREEMENT (tile "Agreement") is entered into by and among Claude Girard, an individual residing in Gatineau, Quebec Canada (tile Employee"): and DNA PRECIOUS METALS, INC., a Nevada corporation (tile Company); The Company and the Employee being sometimes hereinafter collectively to as the "Parties" or generically as a "Party".
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • August 4th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Nevada
THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) made July 24th , 2014 Lynx Mining LLC, a Texas limited liability company (“LYNX” or “SELLER”) and DNA Crypto Corp. a Nevada corporation (“DNAC” or the “PURCHASER”)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 11th, 2015 • Breathe Ecig Corp. • Gold and silver ores • Nevada
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2015, is by and between DNA Precious Metals, Inc., a Nevada corporation (“Parent”), and Breathe Ecig Corp., a Nevada corporation and a direct wholly-owned subsidiary of Parent (Parent and Breathe Ecig Corp. are hereinafter collectively referred to as the “Constituent Corporations”).
ASSET PURCHASE AGREEMENT (Mining Claims)Asset Purchase Agreement • February 12th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Quebec
WHEREAS the Seller is the owner of the following mining claims in the Montauban Mine, located in the Montauban and Chavigny townships near Grondines West, in the county of Portneuf:
ASSET PURCHASE AGREEMENT (Mining Claims)Asset Purchase Agreement • February 11th, 2014 • Dna Precious Metals Inc. • Gold and silver ores • Quebec
WHEREAS the Seller is the owner of the following mining claims, located in the Montauban and Chavigny townships near Grondines West, in the county of Portneuf, the “St. Anne Claims” , the “Mining Claims”:
DNA PRECIOUS METALS INC. a Nevada corporationPerson Subscription Agreement • December 10th, 2010 • Dna Precious Metals Inc.
In connection with my subscription for shares of $.001 par value stock offered by DNA PRECIOUS METALS INC., a Nevada corporation (the “Company”), I hereby represent and covenant with, the Company as follows:
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • May 13th, 2015 • Breathe Ecig Corp. • Gold and silver ores • Nevada
THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of May 6, 2015, by and between Breathe eCig Corp., a Nevada corporation (the “Company”) and Christopher Clark (“Director”) (together, the “Parties”).
NON-U.S. PERSON SUBSCRIPTION AGREEMENT DNA PRECIOUS METALS INC., a Nevada corporationPerson Subscription Agreement • December 10th, 2010 • Dna Precious Metals Inc.
In connection with my subscription for shares of $.001 par value common stock offered by DNA PRECIOUS METALS INC., a Nevada corporation (the “Company”), I hereby represent and warrant to, and covenant with, the Company as follows:
SETTLEMENT AGREEMENT, WAIVER AND RELEASE OF CLAIMSSettlement Agreement, Waiver and Release of Claims • November 23rd, 2015 • Breathe Ecig Corp. • Cigarettes • Utah
This Settlement Agreement, Waiver and Release of Claims (this “Agreement”), dated November 17, 2015 (the “Effective Date”), is entered into by and between Typenex Co-Investment, LLC, a Utah limited liability company (“Typenex”), and Breathe eCig Corp. (formerly known as DNA Precious Metals, Inc.), a Nevada corporation (“Company”). Each of Typenex and Company is sometimes individually referred to hereinafter as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreement (as defined below).
Exchange AgreementExchange Agreement • November 23rd, 2015 • Breathe Ecig Corp. • Cigarettes • Utah
This Exchange Agreement (this “Agreement”) is executed as of November 17, 2015 by and between Breathe eCig Corp. (formerly known as DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Holder”).
WAIVER AGREEMENT TO SHARE EXCHANGE AGREEMENTWaiver Agreement • June 9th, 2015 • Breathe Ecig Corp. • Gold and silver ores • Nevada
This Waiver Agreement (the “Waiver Agreement”) to the Share Exchange Agreement is made as of June 8, 2015 by and between Breathe Ecig Corp. (f/k/a DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), Breathe, LLC, a Tennessee limited liability company (“Breathe LLC”), Breathe eCig Corp., a Tennessee corporation (“Breathe Corporation”), and the members of Breathe LLC and shareholders of Breathe Corporation set forth on the signature page hereto hereby waive certain obligations of the Company under the Share Exchange Agreement dated January 16, 2015 between the Parties (the “Original Agreement”). Capitalized terms not defined in the Waiver Agreement shall have the meanings set forth in the Original Agreement.
ASSET PURCHASE AGREEMENT (Mining Claims)Asset Purchase Agreement • December 20th, 2011 • Dna Precious Metals Inc. • Gold and silver ores • Quebec
FROM; DNA CANADA INC., a body duly incorporated as per the laws of Quebec, Canada, having its principal operations office at 9125 Pascal Gagnon, suite 204, Saint-Leonard, Quebec, H1P-1Z4, Canada herein represented by James Chandik, its president, duly authorized as per a resolution dated November 1st 2010, a copy of which is attached herewith;
ACQUISITION AGREEMENT By and Between BREATHE ECIG CORP.Acquisition Agreement • April 6th, 2016 • Breathe Ecig Corp. • Cigarettes • Nevada
THIS ACQUISITION AGREEMENT is made and entered into this 1st day of April, 2016 (the "Agreement") by and between BREATHE ECIG CORP., Inc. a Nevada corporation ("Buyer"), and White Fox Ventures Inc., an Nevada Corporation ("Seller").
MINING PROPERTY ACQUISITION AGREEMENTMining Property Acquisition Agreement • February 11th, 2014 • Dna Precious Metals Inc. • Gold and silver ores
DNA CANADA INC., a company having an address at 9125 rue Pascal-Gagnon, Montréal, Quebec, Canada, H1P 1Z4, herein represented by Ronald Mann duly authorized as he so declares;
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 27th, 2015 • Dna Precious Metals Inc. • Gold and silver ores • Nevada
DNA Precious Metals, Inc., a Nevada corporation, located at 9125 rue Pascal Gagnon, Suite 204 Saint Leonard, Quebec, Canada HIP 1Z4 (“DNAP” or the “Company”)
