SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2017 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2017, by and between LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410 (the “Company”), and Old Main Capital, LLC, a Florida limited liability company, with its address at 3107 Stirling Road, Suite 102, Fort Lauderdale, FL 33312 (the “Buyer”).
10% CONVERTIBLE PROMISSORY NOTELifelogger Technologies Corp • April 17th, 2017 • Services-computer processing & data preparation • Florida
THIS 10% CONVERTIBLE PROMISSORY NOTE (the “Note”). is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the “Company”), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410.
SERIES A COMMON STOCK PURCHASE WARRANT LIFELOGGER TECHNOLOGIES CORP.Lifelogger Technologies Corp • July 7th, 2016 • Services-computer processing & data preparation
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SBI INVESTMENTS LLC, 2014-1 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 June 30, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LifeLogger Technologies Corp., a Nevada corporation (the “Company”), up to 125,000 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).
COMMON STOCK PURCHASE WARRANT LIFELOGGER TECHNOLOGIES CORP.Common Stock Purchase Warrant • September 18th, 2015 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (consisting of the funding of the first tranche of the convertible promissory note issued to the Holder (as defined below) of even date), Old Main Capital, LLC (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 Lifelogger Technologies Corp., a Nevada corporation (the “Company”), up to 850,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof pursuant to that certain securities purchase agreement dated September 8, 2015, by and among the Company and the Holder (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT BRIDGEWAY NATIONAL CORP.Bridgeway National Corp. • March 13th, 2020 • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, OASIS CAPITAL, LLC, a Puerto Rico limited liability company, 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 March 2, 2020 (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 BRIDGEWAY NATIONAL CORP., a Delaware corporation (the “Company”), up to 1,736,842 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENT SNAP ONLINE MARKETING INC.Subscription Agreement • February 4th, 2013 • Snap Online Marketing Inc. • Nevada
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock in the capital of Snap Online Marketing Inc. (the “Company”), a Nevada company, disclosed on page 5 of this Agreement at a price of US$0.01 per share for the aggregate price disclosed on page 5 of this Agreement (U.S. dollars) (the "Funds"). Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing.
LOAN AGREEMENT dated as of May 3, 2019 among C-PAK Consumer Product Holdings LLC and C-PAK Consumer Product IP SPV LLC as the Borrowers, C-PAK Consumer Product HoldingS SPV I LLC and the other GUARANTORS from time to time party hereto, the LENDERS...Loan Agreement • May 29th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • New York
10% CONVERTIBLE PROMISSORY NOTESecurities Purchase Agreement • August 15th, 2016 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
THIS 10% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada corporation, (the “Company”), having its principal place of business at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410, and such convertible note is due June 9, 2017 (the “Note”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 17th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 24, 2019 (the “Execution Date”), by and among Capital Park Holdings Corp., a Delaware corporation (the “Company”), SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”) and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis” and together with SBI, the “Investors”, and each, an “Investor”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 28th, 2020 • Bridgeway National Corp. • Industrial organic chemicals • Washington
This Employment Agreement is made as of the 28th day of September 2020, by and between Bridgeway National Corp., a Delaware corporation (“Bridgeway National” or the “Company”), and Eric Blue (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2015 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of May 7, 2015, between LIFELOGGER TECHNOLOGIES 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”).
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • August 12th, 2014 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
THIS PRODUCT DEVELOPMENT AGREEMENT (the “Agreement”) is made effective as of January 7, 2014 by and between Matrico Holdings, Ltd., a Belize corporation located at Suite 701, Tung Hip Commercial Building, No. 244-248 Des Voeux Road Central, Hong Kong (the “Company”), and Lifelogger Technologies Corp., a Nevada corporation located at 11380 Prosperity Farms Road, #221E, Palm Beach Gardens, Florida 33410 (“Contractor”). For purposes hereof, the Company and Contractor may collectively be referred to as the “Parties.”
STOCKHOLDERS’ AGREEMENT By and Among C-PAK PREFCO SVP I, INC., CAPITAL PARK HOLDINGS CORP., and PINEY LAKE OPPORTUNITIES NON-ECI MASTER FUND LP dated as of May 3, 2019 STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 29th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made as of May 3, 2019, by and among C-PAK PREFCO SVP I, INC., a Delaware corporation (the “Company”), Capital Park Holdings Corp., a Delaware corporation (“Capital Park”), and Piney Lake Opportunities NON-ECI Master Fund LP, a Cayman Islands exempted limited partnership (“PLC”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 29th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • New York
THIS TRADEMARK SECURITY AGREEMENT dated as of May 3, 2019 is made by the entity listed on the signature page hereof (the “Grantor”), in favor of Piney Lake Opportunities ECI Master Fund LP (“Piney Lake”), as Collateral Agent for the benefit of the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MARCH 9, 2016Lifelogger Technologies Corp • August 15th, 2016 • Services-computer processing & data preparation
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON March 9, 2016 (the “Amendment”) is made effective as of June 9, 2016, by and between Lifelogger Technologies Corp., a Nevada corporation located at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410 (the “Company”), and Old Main Capital, LLC, located at 3109 Stirling Road, Suite 100, Fort Lauderdale, FL 33312 (the “Holder”) (collectively the “Parties”).
GUARANTY AND SECURITY AGREEMENT dated as of May 3, 2019 among C-PAK Consumer Product Holdings LLC and C-PAK CONSUMER PRODUCT IP SPV LLC collectively, jointly and severally, as the Borrowers, and each individually as a Borrower, C-Pak Consumer Product...Guaranty and Security Agreement • May 29th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • New York
GUARANTY AND SECURITY AGREEMENT dated as of May 3, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Agreement”) among C-PAK Consumer Product Holdings LLC, a Delaware limited liability company (“C-PAK”), C-PAK Consumer Product IP SPV LLC (“C-PAK IP”, and collectively, jointly and severally with C-PAK, the “Borrowers”, and each individually, a “Borrower”), C-PAK Consumer Product Holdings SPV I LLC, a Delaware limited liability company (“Holdings” and together with the Borrowers, the Subsidiaries of the Borrowers that are Guarantors or become Guarantors, and any other Person that becomes a party hereto as a grantor as provided herein, the “Grantors”) and Piney Lake Opportunities ECI Master Fund LP (“Piney Lake”), as collateral agent for the benefit of the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
AMENDMENT #1 TO THE PROMISSORY NOTE AND SECURITIES PURCHASE AGREEMENT ENTERED INTO ON JULY 20, 2015Securities Purchase Agreement • November 16th, 2015 • Lifelogger Technologies Corp • Services-computer processing & data preparation
THIS AMENDMENT #1 TO THE PROMISSORY NOTE AND SECURITIES PURCHASE AGREEMENT ENTERED INTO ON July 20, 2015 (the “Amendment”) is made effective as of November 12, 2015 by and between LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation, located at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, Florida 33410 (the “Company”), and Glamis Capital SA, with an address of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands (the “Holder”) (collectively the “Parties”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAmended and Restated Asset Purchase Agreement • June 21st, 2016 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “Agreement”) entered into as of June 20, 2016 (“Effective Date”), by LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation (the “Company”), on the one hand, and PIXORIAL, INC., a Colorado corporation (“Pixorial”), and ANDRES ESPINIERA (“Andres”), on the other. Each of the Company, Pixorial and Andres may also be referred to herein as a “Party, and, collectively, as the “Parties.”
STOCK PURCHASE AGREEMENT by and between Edgar Martinez, as Seller and Bridgeway National Corp., as Buyer October 15, 2020Stock Purchase Agreement • October 19th, 2020 • Bridgeway National Corp. • Industrial organic chemicals • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of October 15, 2020 by and between Edgar Martinez (“Seller”), an individual, and Bridgeway National Corp., a Delaware corporation, (“Buyer”). Buyer and Seller are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENT FOR 10% PROMISSORY NOTESecurities Purchase Agreement • July 27th, 2015 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 20, 2015, by and between LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation, located at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, Florida 33410 (the “Company”), and Glamis Capital SA, with an address of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands (the “Buyer”).
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON SEPTEMBER 8, 2015Lifelogger Technologies Corp • March 16th, 2016 • Services-computer processing & data preparation
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON September 8, 2015 (the “Amendment”) is made effective as of March 9, 2016, by and between Lifelogger Technologies Corp., a Nevada corporation located at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410 (the “Company”), and Old Main Capital, LLC, located at 3109 Stirling Road, Suite 100, Fort Lauderdale, FL 33312 (the “Holder”) (collectively the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2019 (the “Execution Date”), is entered into by and between CAPITAL PARK HOLDINGS CORP., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (“Oasis”) and SBI INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI,” and together with Oasis and their permitted assigns, the “Buyers” and each, a “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ADDENDUM TO PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • August 12th, 2014 • Lifelogger Technologies Corp • Services-computer processing & data preparation
THIS ADDENDUM TO PRODUCT DEVELOPMENT AGREEMENT (the “Addendum”) is made effective as of the June 1, 2014 by and between Matrico Holdings, Ltd., a company located in Hong Kong (the “Company”) and Lifelogger Technologies Corp., a Nevada corporation (“Contractor”); collectively referred to as the “Parties”.
TRANSACTION AGREEMENT Between THE PROCTER & GAMBLE COMPANY, C-PAK CONSUMER PRODUCT HOLDINGS LLC and CAPITAL PARK HOLDINGS CORP. Dated as of May 3, 2019Transaction Agreement • May 29th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • Delaware
This Transaction Agreement (this “Agreement”), dated as of May 3, 2019, is between The Procter & Gamble Company, an Ohio Corporation (“Seller”), C-PAK Consumer Product Holdings LLC, a Delaware limited liability company (“Acquiror”), and Capital Park Holdings Corp., a Delaware corporation, solely in its capacity as guarantor pursuant to Section 4.24 (“Guarantor”).
CONSULTING AGREEMENTConsulting Agreement • November 16th, 2015 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into effective as of November 1, 2015 (the “Agreement Date”) between Lifelogger Technologies Corp., a Nevada corporation (“Company”), and Andres Espineira (the “Consultant”). For purposes hereof, Company and Consultant may collectively be referred to as the “Parties”.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 5th, 2016 • Lifelogger Technologies Corp • Services-computer processing & data preparation
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Agreement”) entered into as of March 30, 2016 (“Effective Date”), by LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation (the “Company”), on the one hand, and PIXORIAL, INC., a Colorado corporation (“Pixorial”), and ANDRES ESPINIERA (“Andres”), on the other. Each of the Company, Pixorial and Andres may also be referred to herein as a “Party, and, collectively, as the “Parties.”
INPUT CAPITAL CORP. and 102109637 SASKATCHEWAN LTD. and BRIDGEWAY NATIONAL CORP. ARRANGEMENT AGREEMENT August 12, 2020Arrangement Agreement • October 2nd, 2020 • Bridgeway National Corp. • Industrial organic chemicals • Saskatchewan
NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties (as defined hereinbelow) agree as follows:
STOCK OPTION AGREEMENTStock Option Agreement • November 16th, 2015 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
Relating to that certain Consulting Agreement (“Consulting Agreement”) entered into between LIFELOGGER TECHNOLOGIES CORP:, a Nevada corporation located at 11380 Prosperity Farms Rd., Palm Beach Gardens, FL, 33410 (the “Company”) and Andres Espineira (the “Consultant” or “Optionee”) as of the Grant Date set forth above, the Company hereby grants to Consultant consistent with the terms of a Consulting Agreement, the option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company specified above (the “Option Shares”) at the Option Exercise Price per share specified above (the “Exercise Price”), subject to the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2016 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 9, 2016, by and between LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 11380 Prosperity Farms Road, Suite 221E, Palm Beach Gardens, FL 33410 (the “Company”), and Old Main Capital, LLC, a Florida limited liability company, with its address at 3107 Stirling Road, Suite 102, Fort Lauderdale, FL 33312 (the “Buyer”).
PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • March 13th, 2020 • Bridgeway National Corp. • Services-computer processing & data preparation • New York
THIS PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 2, 2020 (the “Execution Date”), by and among Bridgeway National Corp., a Delaware corporation (the “Company”), SBI Investments LLC, 2014-1, a statutory series of a Delaware limited liability company (“SBI”), and the other parties hereto identified as “Purchasers” (collectively with SBI, the “Purchasers,” and each, a “Purchaser”) on the schedule of purchasers attached hereto (the “Schedule of Purchasers”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF C-PAK Consumer Product Holdings SPV I LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • May 29th, 2019 • Capital Park Holdings Corp. • Services-computer processing & data preparation • Delaware
This Amended and Restated Limited Liability Company Agreement is made and entered into and shall be effective as of the 3rd day of May, 2019, by and among C-PAK CONSUMER PRODUCT HOLDINGS SPV I LLC, a Delaware limited liability company, and each other Person whose name is set forth on Exhibit A attached to this Agreement, as the Members.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • January 15th, 2019 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Nevada
This Note Conversion Agreement is entered into the 9th day of January, 2019 by and between LifeLogger Technologies Corp., a Nevada corporation (“LifeLogger”) and each of Old Main Capital, LLC (“Old Main Capital”) and SBI Investments LLC, 2014-1 (“SBI Investments”). Each of Old Main Capital and SBI Investments are referred to herein individually as a “Noteholder” and collectively as the “Noteholders”. LifeLogger and the Noteholders are sometimes hereinafter referred to herein as the “Parties”, and each, a “Party”.
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • March 7th, 2016 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Florida
This DEBT SETTLEMENT AGREEMENT (this “Agreement”) is dated March 1, 2016 (the “Effective Date”), by and between Glamis Capital SA (“Holder”) on one side, and LifeLogger Technologies Corp., a Nevada corporation (“LOGG”) on the other. LOGG and the Holder may collectively be referred to as the “Parties”.
PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • August 3rd, 2021 • Bridgeway National Corp. • Industrial organic chemicals • New York
THIS PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 2, 2021 (the “Execution Date”), by and between Nevly Holdings Corp., a Delaware corporation (the “Company”) and Bridgeway National Corp., a Delaware corporation (the “Purchaser”).
VOTING AND FIRST REFUSAL AGREEMENTVoting and First Refusal Agreement • January 15th, 2019 • Lifelogger Technologies Corp • Services-computer processing & data preparation • Nevada
This VOTING AND FIRST REFUSAL AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2019, by and among LifeLogger Technologies Corp., a Nevada corporation (the “Company”), Capital Park Opportunities Fund LP (“Capital Park”), SBI Investments LLC, 2014-1 (“SBI Investments”) and Old Main Capital, LLC (“Old Main Capital” and together with SBI Investments each, a “Series B Stockholder” and collectively, the “Series B Stockholders” and, together with the Company, the “Parties”). The Company’s Board of Directors is referred to herein as the “Board.”
