SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2016 • XLI Technologies, Inc. • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2016, between XLI Technologies Inc. (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 14, 2016Convertible Security Agreement • February 1st, 2016 • XLI Technologies, Inc. • Gold and silver ores • New York
THIS 8% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Convertible Promissory Notes of XLI Technologies Inc. (the “Company”), having its principal place of business at 6795 Edmond Street, 3rd Floor, Las Vegas, NV 89118, designated as its 8% Convertible Notes due October 14, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2016 • XLI Technologies, Inc. • 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”).
ContractNote Agreement • December 11th, 2015 • XLI Technologies, Inc. • Gold and silver ores • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
Sponsorship Agreement PartiesSponsorship Agreement • December 11th, 2015 • XLI Technologies, Inc. • Gold and silver ores
This Agreement is effective as of December 1st, 2015 by and between RMF Empire, Inc. DBA West Coast Customs, located at 2101 West Empire Avenue, Burbank, CA 91504 (hereinafter "WCC"), and Bosch International, LLC / XLI Technologies, Inc. located at 3753 Howard Hughes Parkway, Suite 200 Las Vegas, NV 89169 (hereinafter "XLI").
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 23rd, 2015 • XLI Technologies, Inc. • Gold and silver ores • Nevada
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2015 (the "Agreement"), by and between Mineria Y Exploraciones Olympia, Inc., a Nevada corporation (the "Parent") and XLI Technologies Inc., a Nevada corporation, and subsidiary of the Parent (the "Subsidiary").
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 2nd, 2015 • XLI Technologies, Inc. • Gold and silver ores
THIS AGREEMENT is made on this 1st day of December, 2015 by and between BOSCH INTERNATIONAL, LLC, a Nevada Limited Liability Company located at 3753 Howard Hughes Pkwy #200 Las Vegas NV 89169 (hereinafter "CLIENT"), and BOSCH TECHNOLOGIES, LLC, a Nevada Limited Liability Company located at 6795 Edmonds Street 3rd Floor, Las Vegas, NV 89118 (hereinafter "BOSCH").
AMENDMENT TO 8% CONVERTIBLE PROMISSORY NOTES8% Convertible Promissory Notes • March 28th, 2016 • XLI Technologies, Inc. • Gold and silver ores • New York
This Amendment to 8% Convertible Promissory Notes (this "Amendment"), dated March 21, 2016, by and between XLI Technologies Inc. (the "Company"), and RDW Capital, LLC (the "Purchaser"), hereby amends, effective as of the date hereof, each of the 8% Convertible Promissory Notes (each, a "Note") issued by the Company to the Purchaser pursuant to that certain Securities Purchase Agreement, dated as of January 14, 2016, as amended, by and among the Company and the Purchaser (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
CERTIFICATE OF CORPORATE RESOLUTIONTransfer Agent and Registration Agreement • August 16th, 2013 • Mineria Y Exploraciones Olympia, Inc.
The undersigned, being a majority of the duly elected and qualified directors of Mineria Y Exploraciones Olympia, Inc., a corporation duly organized and existing under the laws of the State of Nevada, do hereby certify and affirm that on the 24 day of August, 2012, a duly and regularly called meeting was held, and the following resolutions duly adopted by the Board of Directors pursuant to the bylaws of the corporation.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 1st, 2015 • XLI Technologies, Inc. • Gold and silver ores
THIS AGREEMENT is made by and between BOSCH INTERNATIONAL, LLC, a Nevada Limited Liability Company located at 3753 Howard Hughes Pkwy #200 Las Vegas NV 89169 (hereinafter "CLIENT"), and BOSCH TECHNOLOGIES, LLC, a Nevada Limited Liability Company located at 6795 Edmonds Street 3rd Floor, Las Vegas, NV 89118 (hereinafter "BOSCH").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 23rd, 2015 • XLI Technologies, Inc. • Gold and silver ores • Nevada
This Share Exchange Agreement, with an effective date of October 20, 2015, (this "Agreement") by and among Mineria Y Exploraciones Olympia, Inc., a Nevada corporation ("MYXY"), with its principal executive office located at Calle San Pablo, No. 8 Bo. Buenos Aires, Municipio Monsenor Novel, Dominican Republic, and Bosch International LLC, a Nevada limited liability company ("BIL"), with its principal executive offices located at 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, Nevada 89169, and the members of BIL (the "BIL Members") as set forth on Schedule I hereto. For purposes of this Agreement, MYXY, BIL, and the BIL Members are sometimes collectively referred to as the "Parties" and individually as a "Party." For purposes of this Agreement, MYXY, BIL, and the BIL Members are sometimes collectively referred to as the "Parties" and individually as a "Party."
DISTRIBUTION/MARKETING AGREEMENTDistribution/Marketing Agreement • March 10th, 2016 • XLI Technologies, Inc. • Gold and silver ores • Saint Thomas
This DISTRIBUTION/MARKETING AGREEMENT as defined below ("Agreement") is entered into as of March 7, 2016, by and between: XLI Technologies, Inc. a Nevada Corporation (hereinafter "XLI"), and BOSCH TECHNOLOGIES, LLC, a Nevada limited liability company ("BOSCH"). Neither this Agreement nor any rights or obligations of XLI hereunder shall be assignable or transferable by XLI, in whole or in part, by operation of law or otherwise, without the prior written consent of BOSCH.
