SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 11, 2018, by and between ZERO GRAVITY SOLUTIONS, INC., a Nevada corporation, with headquarters located at 190 NW Spanish River Blvd., Suite 101, Boca Raton, FL 33431 (the “Company”), and CROSSOVER CAPITAL FUND I, LLC, a Washington limited liability company, with its address at 365 Ericksen Ave., NE #315, Bainbridge Island, WA 98110 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT ZERO GRAVITY SOLUTIONS, INC.Security Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the $94,500.00 convertible promissory note issued to the Holder (as defined below) of even date) (the “Note”), Crossover Capital Fund I, LLC, a Washington 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 Zero Gravity Solutions, Inc., a Delaware corporation (the “Company”), 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant). This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 11, 2019, by an
COMMON STOCK PURCHASE WARRANT ZERO GRAVITY SOLUTIONS, INC.Security Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the $136,000.00 convertible promissory note issued to the Holder (as defined below) of even date) (the “Note”), Crossover Capital Fund I, LLC, a Washington limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Zero Gravity Solutions, Inc., a Delaware corporation (the “Company”), 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant). This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 11, 2018, by
PATENT ACQUISITION AGREEMENTPatent Acquisition Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc. • Utah
THIS PATENT ACQUISITION AGREEMENT (the "Agreement') is made and entered into as of this 3rd day of December 2012, by and between ELEcTROILEALING TECRNOLOGrES, INC., a Nevada corporation ("ElectroHealing "), with offices at 2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109; and JOHN W. KENNEDY, an individual residing in("Kennedy"), having a mailing address of [REMOVED]. ElectroHealing and Kennedy may be referred to herein individually as a "Party" and collectively as the "Parties" to this Agreement.
ZERO GRAVITY SOLUTIONS, INC. 12% SERIES B SECURED CONVERTIBLE PROMISSORY NOTEConvertible Note Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
FOR VALUE RECEIVED ZERO GRAVITY SOLUTIONS, INC., a company organized under the laws of Nevada (the “Company”), hereby promises to pay to [ payee name ] (the “Payee” or “Noteholder”), or [his/her/its] registered assigns, the principal amount of [ amt. ] Dollars ($[ amt. ] USD) together with interest thereon calculated from the Interest Commencement Date (as hereinafter defined) in accordance with the provisions of this 12% Series B Secured Convertible Promissory Note (as amended, modified and supplemented from time to time, this “Note” and together with any other Notes issued in the Offering (as hereinafter defined) or upon transfer or exchange, the “Notes”). The Company is offering Notes and Common Stock Purchase Warrants (the “Warrants”) to certain Members of the Board of Directors of the Company and other “accredited investors” as such term is defined in Rule 501(i) of Regulation D promulgated under the Act (the “Offering”).
ADDENDUM TO LEASE AGREEMENT DATED, AUGUST 11, 2014 BETWEEN BAM AGRICULTURAL SOLUTIONS, INC. (a wholly owned subsidiary of ZERO GRAVITY SOLUTIONS, INC.) and PALM CITY INTERIORS, INC. AUGUST 4, 2015Lease Agreement • March 30th, 2016 • Zero Gravity Solutions, Inc. • Agricultural services
The parties herein, BAM Agricultural Solutions, Inc. (a wholly owned subsidiary of Zero Gravity Solutions, Inc., “ZGSI") herein known as "LESSEE" and Palm City Interiors, Inc. herein known as “LESSOR” entered into a Lease Agreement between both parties (see attached "Schedule A" herein and made a part hereof) dated, August 11, 2014.
REIMBURSABLE SPACE ACT AGREEMENT BETWEEN THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION AMES RESEARCH CENTER AND ZERO GRAVITY SOLUTIONS, INC. FOR EVALUATION OF ZGSI'S NUTRIENT DELIVERY SYSTEM FOR COMMERCIAL AGRICULTURE AND NASA APPLICATIONSReimbursable Space Act Agreement • January 15th, 2016 • Zero Gravity Solutions, Inc. • Agricultural services
In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this agreement (the "Agreement") is entered into by the National Aeronautics and Space Administration Ames Research Center, located at Moffett Field, CA 94035 (hereinafter referred to as "NASA" or "NASA ARC") and Zero Gravity Solutions, Inc. located at 190 NW Spanish River Blvd., Suite 101, Boca Raton, FL 33431 (hereinafter referred to as "Partner", "ZGSI" or "Zero Gravity Solutions, Inc."). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."
Memorandum of Understanding Between International Institute of Tropical Agriculture And Zero Gravity Solutions LtdMemorandum of Understanding • January 28th, 2015 • Zero Gravity Solutions, Inc. • Agricultural services
Zero Gravity Solutions Ltd whose registered office is at 1 Howard Road, Southampton, S015 5BB, United Kingdom (hereinafter referred to as "Zero Gravity Solutions").
COMMERCIAL LEASECommercial Lease • December 29th, 2014 • Zero Gravity Solutions, Inc.
This Lease is made between BAM Agricultial Solutions ("Lessor"), and Palm City Interiors, Inc ("Tenant"). Tenant hereby offers to lease from Lessor the real property located in the City of Okeechobee with a common address of 1461 NW 25th Drive, Okeechobee, FL 34972, (the "Real Property"), upon the State of California, following terms and conditions. (This document shall hereafter be referred to as the "Lease").
BAM-FX Royalty AgreementRoyalty Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc.
Agreement is made this 12/11/2013, by and between Zero Gravity Solutions, Inc. ("ZGSI" or "Company"), with offices at 190 NW Spanish River Blvd., Boca Raton, FL 33431 and Messrs. John Wayne Kennedy (JWK) and Patrick Kennedy (PK), with JWK offices located at 101 Beachside Drive, Stevensville, MD 21666, and PK offices located at PO Box 1717 Breckenridge, TX 76424 (both as individuals, or herein collectively "Kennedy Brothers") and applies specifically to the assignment to ZGSI of the BAM-FX patent, all subsequent or derived formulations, and any and all other related rights to BAM-FX and/or any BAM-FX Products ("BAM-FX" or the "Product").
SETTLEMENT AGREEMENTSettlement Agreement • May 3rd, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Maryland
This SETTLEMENT AGREEMENT (hereinafter “SETTLEMENT” or “AGREEMENT”) is made and entered into by and between ZERO GRAVITY SOLUTIONS, INC. (“ZGSI”) and JOHN WAYNE KENNEDY (“Kennedy”) collectively (“the Parties”) to settle disputes concerning USPN 9,816,071, Patent Application No. 15/729,038, and Patent Application No. 14/244,084:
Consultant's AgreementConsultant Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc.
Agreement ("Agreement"), is made and entered into on August 25, 2014, between Zero Gravity Solutions, Inc., located at 190 NW Spanish River Blvd., Ste. 101, Boca Raton, FL 33431 ("Company") and A+ Accounting Services, Inc., acting herein by its President, Lisa Gainsborg, duly authorized, with current legal address 20931B Via Oleander, Boca Raton, FL 33428 ("Consultant").
LICENSING AND ROYALTY AGREEMENTLicensing Agreement • April 1st, 2015 • Zero Gravity Solutions, Inc. • Agricultural services
This Agreement is made March 12, 2015, by and between Zero Gravity Solutions, Inc. ("ZGSI" and/or "Party"), a Nevada. corporation, with offices at 190 NW Spanish River Blvd., Boca Raton, FL 33431 and John Wayne Kennedy ("JWK" and/or "Party") with offices located at 101 Beachside Drive, Stevensville, MD- 21666 and Patrick Kennedy ("PK" and/or "Party"), with offices located at 1409 E. Elliott Street Breckenridge, TX 76424. JWK and PK may be referred to jointly herein as ("the Kennedys", "Kennedy(s)") and all Parties herein may be referred to collectively as the Parties ("Parties").
ZERO GRAVITY SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIESSubscription Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
Zero Gravity Solutions, Inc., a Nevada corporation (the “Company”), is offering (this “Offering”) for sale to “accredited investors” as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), 12% Series B Ssecured Convertible Promissory Note (each a “Note” or the “Notes”) and a warrant to purchase a number of shares of the Company’s Common Stock equal to the principal face amount of the Note subscribed for hereunder (each a “Warrant” or the “Warrants”). As used herein, the Note, Warrants and shares of Common Stock issuable upon conversion of the Notes and the exercise of the Warrants shall be referred to collectively as the “Securities.”)
At-Will Employment AgreementAt-Will Employment Agreement • March 13th, 2015 • Zero Gravity Solutions, Inc. • Agricultural services • Florida
This At-Will Employment Agreement (hereinafter, “Agreement”) is made and entered into on February 20, 2015 between Zero Gravity Solutions Inc., whose principal place of business is located at 190 NW Spanish River Blvd Ste. 101, Boca Raton FL 33431 (hereinafter referred to as, “Employer”) and TIMOTHY A. PEACH whose present address is located at 2251 W. Dry Creek Road, Littleton, CO 80120 (hereinafter referred to as, “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc. • Nevada
This Securities Purchase Agreement (the “Agreement”) may be rejected by ZGSI at any time in its discretion. I understand that ZGSI will advise me as soon as practicable if my subscription has not been accepted or the offering of Offered Securities is withdrawn. If rejected, or if the offering of Offered Securities is withdrawn, all amounts delivered by me in payment for any Offered Securities will be promptly returned to me and this Agreement shall have no further force or effect. If my subscription is rejected, I agree to return to ZGSI any documents it has provided to me at my request for the purpose of evaluating this offering. If my subscription is accepted, ZGSI will promptly provide me with certificates representing the securities included in the Offered Securities. (In the event this subscription is on behalf of an entity, all references in this Agreement to “I”, “me”, and “my” shall refer to such entity.)
Zero Gravity Solutions, Inc.’s Wholly-Owned Subsidiary, BAM Agricultural Solutions, Inc., Signs an Exclusive Distribution Agreement for the Republic of Paraguay Commitment to Purchase 74,000 gallons of BAM-FX in Year One, which Represents 4% Market...Exclusive Distribution Agreement • October 25th, 2016 • Zero Gravity Solutions, Inc. • Agricultural services
BOCA RATON, Fla.— (October 19, 2016),– Zero Gravity Solutions, Inc. (“ZGSI” or the “Company”) (Pink Sheets: ZGSI), an agricultural biotechnology public company commercializing its technology derived from and designed for Space with significant applications for agriculture on Earth, announced that its wholly-owned subsidiary, BAM Agricultural Solutions has signed an exclusive distribution agreement (the “Agreement”) with Mr. David Teixeira Do Amaral and his company in the Republic of Paraguay.
ZERO GRAVITY SOLUTIONS, INC. AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • July 22nd, 2016 • Zero Gravity Solutions, Inc. • Agricultural services • Florida
This Amendment No. 1 to the Promissory Note (the “Amendment”) is entered into as of July 19, 2016 by and between Michael T. Smith ("Payee") and Zero Gravity Solutions, Inc. (the "Maker").
Distribution AgreementDistribution Agreement • October 25th, 2016 • Zero Gravity Solutions, Inc. • Agricultural services
This Distribution Agreement (hereinafter the “Agreement”) is entered into as of the Effective Date between Distributor and BAM. Distributor and BAM shall be individually referred to as “Party” and collectively referred to as “Parties.” The Terms Rider attached hereto is incorporated into the Agreement.
EXHIBIT C PIGGYBACK REGISTRATION RIGHTS AGREEMENTPiggyback Registration Rights Agreement • November 20th, 2015 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This Piggyback Registration Rights Agreement (“Agreement”), dated _____________________, is made by and between ZERO GRAVITY SOLUTIONS, INC., a Nevada company having an address at 190 NW Spanish River Boulevard, Boca Raton, Florida, 33431 (the “Company”) and each of the undersigned (the “Investor”).
NONREIMBURSABLE SPACE ACT AGREEMENT BETWEEN ZGI, INC AND NASA FOR UTILIZATION OF THE INTERNATIONAL SPACE STATION AS A NATIONAL LABNonreimbursable Space Act Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc.
In accordance with The National Aeronautics and Space Act of 1958, as amended (42 U.S.C. 2473 (c)), this Agreement is entered into by The National Aeronautics and Space Administration located at 300 E Street SW. Washington, DC 20546 (hereinafter referred to as "NASA") and ZGI inc.. having its principal office at 101 Beachside Drive, Stevensville, MD 21666, (hereinafter referred to as "ZGI" or "Partner"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."
License and Business Development Agreement MexicoLicense and Business Development Agreement • October 30th, 2018 • Zero Gravity Solutions, Inc. • Agricultural services • Florida
This License and Business Development Agreement (hereinafter the “Agreement”) is entered into as of February 13, 2018 between Pedro Lichtinger Waisman, Isaac Lichtinger Waisman and Victor Lichtinger Waisman (collectively, the “Lichtinger Group”) and BAM Agricultural Solutions, Inc., a Florida corporation, with a principal business office at 190 NW Spanish River Blvd, Boca Raton, FL 33431 (“BAM”). The Lichtinger Group and BAM shall be individually referred to as “Party” and collectively referred to as “Parties.”
May 1, 2018 VIA EMAIL ONLY Zero Gravity Partners, LLC, a division of Boies Partners, Inc. Suite 400 Boca Raton, FL 33431 Attn: David BoiesAgreement Regarding Cannabis Entity Ownership • May 16th, 2018 • Zero Gravity Solutions, Inc. • Agricultural services
Reference is made to: (i) that certain Confidential Term Sheet, dated March, 2018 (the “Term Sheet”), a copy of which is attached hereto as Exhibit A, regarding Zero Gravity Solution Inc.’s (“Zero Gravity” or the “Company”) Current Offering and the Company’s offer to certain investors to participate in the equity ownership of a to-be-formed subsidiary which shall operate exclusively in the cannabis industry (the “ZG Cannabis Entity”); and (ii) the Promissory Note dated March 12, 2018 in the amount of $200,000 (the “Note”). Capitalized terms used herein not otherwise defined in this letter agreement (the “Agreement”) shall have the meaning ascribed to it in the Term Sheet.
EXCHANGE AND RELEASE AGREEMENTExchange and Release Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This Exchange and Release Agreement (this “Agreement”), dated as of ______________ (the “Effective Date”), is entered into by and between Zero Gravity Solutions, Inc., a Nevada corporation (the “Company”), and the undersigned noteholder (the “Noteholder” and together with the Company, the “Parties”).
Re: Agreement Regarding Cannabis Entity OwnershipAgreement Regarding Cannabis Entity Ownership • May 16th, 2018 • Zero Gravity Solutions, Inc. • Agricultural services
Reference is made to: (i) that certain Confidential Term Sheet, dated March, 2018 (the “Term Sheet”), a copy of which is attached hereto as Exhibit A, regarding Zero Gravity Solution Inc.’s (“Zero Gravity” or the “Company”) Current Offering and the Company’s offer to certain investors to participate in the equity ownership of a to-be-formed subsidiary which shall operate exclusively in the cannabis industry (the “ZG Cannabis Entity”); and (ii) the Promissory Note dated March 8, 2018 in the amount of $200,000 (the “Note”). Capitalized terms used herein not otherwise defined in this letter agreement (the “Agreement”) shall have the meaning ascribed to it in the Term Sheet.
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2015 • Zero Gravity Solutions, Inc. • Agricultural services • Utah
AGREEMENT made this 10th day of March, 2015, by and between Zero Gravity Solutions, Inc., a Nevada corporation (hereinafter called "Company") and Williams Investment Company, a Utah corporation (“WIC”) and H. Deworth Williams, a Utah resident and a director of Company (“Deworth”, together with WIC, the "Consultant"). Company and Consultant are each referred to as a “Party” and collectively as the “Parties”.
ContractWarrant Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc. • Nevada
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUATION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER TH EWARRANT NOR THE SHARE MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RUL 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.
SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIESSubscription Agreement • November 20th, 2015 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
Zero Gravity Solutions, Inc., a Nevada corporation (the “Company”), is offering (this “Offering”) for sale to “accredited investors” and up to 35 non-accredited, sophisticated investors as these terms are defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), Units of its securities (“Units”) at $1.25 per Unit, each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”) and one warrant to purchase one share of Common Stock at $2.00 per share (“Warrants”). (As used herein, the Common Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants shall be referred to collectively as the “Securities.”)
ROYALTY AGREEMENTRoyalty Agreement • May 3rd, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This “ROYALTY” AGREEMENT (hereinafter “Agreement”) is made and entered into by and between ZERO GRAVITY SOLUTIONS, INC. (“ZGSI”) and JOHN WAYNE KENNEDY, (“Kennedy”), collectively (“the Parties”).
ContractLease Agreement • December 29th, 2014 • Zero Gravity Solutions, Inc.
owns the interest of the Tenant under this Lease shall be deemed an assignment of this Lease within the meaning of this paragraph. In the event of a sublease of the premises, any increase in rental as between sub-Landlord and sub-Tenant shall revert to and belong to Landlord and shall be payable as additional rent to this Lease. Without limiting the generality of the foregoing, in the event Landlord shall consent to an assignment, subletting or change of tenancy, Tenant shall be subject to a change of tenancy fee equal to one month's Total Monthly Rent, payable at the time of Landlord's consent to assignment. Such Assignment or Sublease, as the case may be, shall provide that it is subject and subordinate to this Lease. Such Assignment or Sublease, as the case may be, shall provide that it is subject and subordinate to this Lease. Tenant shall furnish, contemporaneously with its request for approval, the name and residential address of the proposed Assignee or Sublessee, one commercial
At-Will Employment AgreementAt-Will Employment Agreement • May 27th, 2016 • Zero Gravity Solutions, Inc. • Agricultural services • Florida
This At-Will Employment Agreement (hereinafter, “Agreement”) is made and entered into on April 12, 2016 between Zero Gravity Solutions, Inc. (including its wholly-owned subsidiaries, Zero Gravity Solutions, Inc. (hereinafter referred to as, “ZGSI”), Zero Gravity Life Sciences, Inc. (hereinafter referred to as, “ZGLS”), and BAM Agricultural Solutions, Inc. (hereinafter referred to as, “BASI”) whose principal place of business is located at 190 NW Spanish River Blvd Ste. 101, Boca Raton FL 33431 (hereinafter referred to as, “Employer”) and ANDREW KOOPMAN whose present address is located at 225 East 26th Street, #6-P, New York, NY 10010 (hereinafter referred to as, “Employee”).
