SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 31, 2018, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 350 East Michigan Avenue, Suite 500, Kalamazoo, Michigan 49007 (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company, with its address at 8900 State Line Rd., Suite 410, Leawood, KS 66206 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 31, 2018, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), L2 CAPITAL, LLC, a Kansas limited liability company (“L2”), and SBI INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”) (together with their respective permitted assigns, L2 and SBI shall collectively be referred to herein as the “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 date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
COMMON STOCK PURCHASE WARRANT MEDIZONE INTERNATIONAL, INC.Security Agreement • February 5th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $152,500.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), SBI Investments LLC, 2014-1, a statutory series of 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 Medizone International, Inc., a Nevada corporation (the “Company”), up to 2,833,168 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 Januar
1.00 Fundamental Lease Provisions 1 1.01 Date of Lease Agreement 1 l.02 Landlord's Address for Payment of Kent and for Notice 1 1.03 Tenant's Trade Name 1 1.04 Tenant's Address for Notice 1 1.05 Designated Lease Premises 1 1.06 Term Commencement 2...Lease Agreement • October 1st, 1997 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Utah
EXHIBIT B-2 MEDIZONE INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the following Director of the Company ("Optionee"):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2010 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 17, 2010 between Mammoth Corporation (“Purchaser”) and Medizone International, Inc. (the “Company”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 5th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
This EQUITY PURCHASE AGREEMENT is entered into as of January 31, 2018 (this "Agreement"), by and among Medizone International, Inc., a Nevada corporation (the "Company"), L2 Capital, LLC, a Kansas limited liability company (“L2”), and SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”) (together with it permitted assigns, L2 and SBI shall collectively be referred to herein as the "Investor" or “Participating Investors”).
EXHIBIT A MEDIZONE INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the employee of the Company named in Section 1(b) ("Optionee"):
CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENTChange of Control Addendum • March 20th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries
THIS CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into as of the 10th day of November, 2017, by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Dr. Michael E. Shannon (“Executive” or “you”).
AGREEMENTEmployment Agreement • February 1st, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Agreement (the “Agreement”) is entered into effective as of January 30, 2018 (the “Effective Date”), by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Jude P. Dinges, a resident of the State of Georgia (“Executive”).
PROMISSORY NOTEPromissory Note • July 12th, 2016 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This PROMISSORY NOTE (this “Note”) is made as of July 6, 2016 between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (“Maker”) and DR. JILL MARSHALL (“Holder”).
EXHIBIT C MEDIZONE INTERNATIONAL, INC. STOCK AWARD AGREEMENTStock Award Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS STOCK AWARD AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the employee, director or consultant of the Company named in Section 1(b). ("Grantee"):
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 28th, 2017 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of February 2017, by and between Edwin G. Marshall (“Executive”), and MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the “Company”).
AMENDED AND RESTATED DISTRIBUTION AND LICENSE AGREEMENTDistribution Agreement • October 27th, 2016 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Amended and Restated Distribution and License Agreement (“Agreement”), effective as of October 21, 2016, is entered into by Medizone International, Inc., a Nevada corporation, with its principal executive offices at 4000 Bridgeway, Suite 401, Sausalito, California 94965, USA (“Medizone”), and GYD S.A., a corporation formed under the laws of Chile, with its principal place of business at Los Cactus 1558, Lo Barnechea, Santiago, Chile (“Distributor”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 12th, 2016 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Executive Employment Agreement (the “Agreement”) is entered into effective as of July 6, 2016 (the “Effective Date”), by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Dr. Jill Marshall (“Executive”).
MEDIZONE INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the following Director of the Company ("Optionee"):
EXHIBIT B-1 MEDIZONE INTERNATIONAL, INC. EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENTEmployee Nonstatutory Stock Option Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the following employee of the Company ("Optionee"):
CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENTChange of Control Addendum to the Employment Agreement • November 3rd, 2017 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries
THIS CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into as of the 1st day of November, 2017, by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Stephanie L. Sorensen (“Executive” or “you”).
AMENDED AND RESTATED TRADING AGREEMENTTrading Agreement • February 12th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Amended and Restated Trading Agreement (this “Agreement”), effective as of the 11th day of February, 2018 (the “Effective Date”), is entered into by and between L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1 (“SBI,” and together with L2, the “Parties” and each, a “Party”).
DISTRIBUTION AND LICENSE AGREEMENT by and between MEDIZONE INTERNATIONAL, INC. and GYD S.A.Distribution and License Agreement • November 17th, 2015 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Distribution and License Agreement (the “Agreement”), effective as of November 12, 2015 (the “Effective Date”), is entered into by Medizone International, Inc., a Nevada corporation, with its principal executive offices at 4000 Bridgeway, Suite 401, Sausalito, California 94965, USA (“Medizone”), and GYD S.A., a corporation formed under the laws of Chile, with its principal place of business at Los Cactus 1558 , Lo Barnechea , Santiago, Chile (“Distributor”).
AGREEMENTEmployment Agreement • October 7th, 2016 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Utah
This Agreement (the “Agreement”) is entered into effective as of October 1, 2016 (the “Effective Date”), by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Stephanie L. Sorensen (“Sorensen”).
MEDIZONE INTERNATIONAL, INC. CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENTConsultant Nonstatutory Stock Option Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENT ("AGREEMENT") is made and entered into as of the date set forth below, by and between Medizone International, Inc., a Nevada corporation (the "Company"), and the following consultant to the Company (herein, the "Optionee"):
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 23rd, 2010 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 17, 2010 by and between Medizone International, Inc. (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 9 hereof.
EXHIBIT B-3 MEDIZONE INTERNATIONAL, INC. CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENTConsultant Nonstatutory Stock Option Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENT ("AGREEMENT") is made and entered into as of the date set forth below, by and between Medizone International, Inc., a Nevada corporation (the "Company"), and the following consultant to the Company (herein, the "Optionee"):
MEDIZONE INTERNATIONAL, INC. Subscription AgreementSubscription Agreement • November 17th, 2015 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
TERMINATION AGREEMENTTermination Agreement • March 15th, 2010 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Termination Agreement (this “Agreement”) is entered into and made effective as of December 14, 2009 (the “Effective Date”), by and among MEDIZONE INTERNATIONAL, INC., a Nevada corporation (“MZI”), MEDIZONE NEW ZEALAND LIMITED, a New Zealand corporation (“MNZ”), and SOLWIN INVESTMENTS LIMITED, a New Zealand corporation (“SIL”), MZI, MNZ and SIL (each a “Party”) are sometimes referred to collectively herein as the “Parties.”
LETTER OF UNDERSTANDING BioZone Corporation, Dr. Guenter B. Moldzio 11026 E. Crestline Circle Englewood, Colorado 80111-3806 and Medizone International, Inc. Stinson Beach, CA 94970Letter of Understanding • March 24th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT D MEDIZONE INTERNATIONAL, INC. RESTRICTED STOCK PURCHASE OFFERRestricted Stock Purchase Agreement • September 14th, 2009 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS RESTRICTED STOCK PURCHASE OFFER (hereinafter, this "Agreement") is made and entered into as of the date set forth below, by and between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the employee, director or consultant of the Company named in Section 1(b). ("Grantee"):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 6th, 2016 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Utah
This Executive Employment Agreement (the “Agreement”) is entered into effective as of April 30, 2016 (the “Effective Date”), by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Boyd Evans (the “Executive”).
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 20th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
THIS FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (the “Amendment”), dated as of March 16, 2018, is made and entered into by and among Medizone International, Inc., a Nevada corporation (the “Company”), L2 Capital, LLC, a Kansas limited liability company (“L2”), and SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”) (together with it permitted assigns, L2 and SBI shall collectively be referred to herein as the “Investor” or “Participating Investors”).
TRADING AGREEMENTTrading Agreement • February 5th, 2018 • Medizone International Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Trading Agreement (this “Agreement”), dated as of the 31st day of January, 2018 (the “Effective Date”), is entered into by and between L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1 (“SBI,” and together with L2, the “Parties” and each, a “Party”).
