UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • New York
The undersigned, Cardiff Lexington Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC and R.F. Lafferty & Co., Inc. (collectively hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) to sell an aggregate of [●] shares (the “Firm Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), and at the election of the Representatives, up to an additional [●] shares of Common Stock (the “Option Shares”) and, together with the Firm Shares, the “Shares”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2017 • Cardiff International Inc • Retail-eating places • New York
This Securities Purchase Agreement (this "Agreement") is dated as of April 21, 2017, between Cardiff International, Inc., a Florida corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
Exhibit 10.2 THIS WARRANT AND THE COMMON SHARES 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,...Warrant Agreement • November 14th, 2005 • Cardiff International Inc • Blank checks • New York
ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE APRIL 21, 2018Convertible Security Agreement • April 26th, 2017 • Cardiff International Inc • Retail-eating places • New York
THIS Original Issue Discount CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Promissory Notes of Cardiff International, Inc., a Florida corporation, (the "Company"), having its principal place of business at 401 East Las Olas Boulevard, Suite 1400, Fort Lauderdale, FL 33301, designated as its Original Issue Discount Convertible Promissory Note due April 21, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2019 • Cardiff Lexington Corp • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2019, between Cardiff Lexington Corporation, a Florida corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 5th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of _______________ by and between Cardiff Lexington Corp., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
COMMON STOCK PURCHASE WARRANT Cardiff Lexington CorporationSecurity Agreement • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • New York
This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of Series N Senior Convertible Preferred Shares to the Holder (as defined below) of even date (the "Preferred Shares"). SILAC Insurance Company, a Utah corporation (including any permitted and registered assigns, each a "Holder"). is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time within five (5) years after the date of issuance hereof, to purchase from Cardiff Lexington Corporation, a Nevada corporation (the "Company"), up to 231,481,466 Common Stock (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 May 31, 2021, by and between the Company a
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 5th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Texas
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated February 1st, 2024, by and between Cardiff Lexington Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Director”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 27th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Cardiff Lexington Corporation, a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
SECURITY AGREEMENTSecurity Agreement • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This SECURITY AGREEMENT, dated as of June 1, 2021 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among NOVA ORTHO AND SPINE, PLLC, a Florida professional limited liability company (the “Grantor”), in favor of SILAC INSURANCE COMPANY, a Utah corporation (the “Secured Party”).
STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Cardiff Lexington Corporation, a Nevada corporation (the “Company”), and the participant named below (the “Participant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of September 3rd, 2020 by and among CARDIFF LEXINGTON CORPORATION, a Florida corporation, (“the “Company”), and GHS INVESTMENTS LLC, a Nevada limited liability company (the “Purchaser”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 27th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Cardiff Lexington Corporation, a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Delaware
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on September ___, 2022 (the “Effective Date”), by and between Cardiff Lexington Corporation, a corporation organized under the laws of the state of Nevada (“CDIX”), and the undersigned entities, each of which is a subsidiary of CDIX (referred to hereinafter collectively with CDIX as the “Debtor”) and Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 14th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • New York
This SECURITY AND PLEDGE AGREEMENT (the “Agreement”) is made and entered into on May 13, 2024 by and between Cardiff Lexington Corporation, a Nevada corporation (“CDIX”) and all of the subsidiaries of CDIX who are party to this Agreement, which subsidiaries constitute all of the subsidiaries of CDIX (CDIX together with all of its subsidiaries, the “Debtor”) and Leonite Capital LLC, a Delaware limited liability company, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
COMMON STOCK PURCHASE WARRANT CARDIFF INTERNATIONAL, INC.Warrant Agreement • April 26th, 2017 • Cardiff International Inc • Retail-eating places • New York
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, MEF I, L.P. 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 11:59 P.M. New York Time on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Cardiff International, Inc., a Florida corporation (the "Company"), up to 1,885,715 shares (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 • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2021, by and between Cardiff Lexington Corporation, a Nevada corporation (the “Company”), and the undersigned subscribing investor (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2021 • Cardiff Lexington Corp • Finance services • Florida
This Employment Agreement (this “Agreement”) is made as of July 15th, 2020, between Cardiff Lexington Corporation, a Florida corporation (together with its subsidiaries, the “Company”) and Daniel R. Thompson, a resident of the State of Nevada (the “Executive”).
CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENTChief Financial Officer Employment Agreement • March 31st, 2021 • Cardiff Lexington Corp • Finance services • Florida
This Employment Agreement (this "Agreement") is made effective as of February 8th, 2021 between Cardiff Lexington Corporation, a Florida corporation (together with its subsidiaries, the "Company") and Patrick Lambert a resident of the State of Florida the ("Executive").
SECURITIES Exchange and Purchase AGREEMENTSecurities Exchange and Purchase Agreement • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Delaware
This SECURITIES EXCHANGE AND PURCHASE AGREEMENT (the “Agreement”) is made as of September 22, 2022 (the “Effective Date”), by and among Cardiff Lexington Corporation, a corporation organized under the laws of the state of Nevada (“CDIX”), and the undersigned entities, each of which is a subsidiary of CDIX (referred to hereinafter collectively with CDIX as the “Company”), and Leonite Capital LLC, a limited liability company organized under the laws of the State of Delaware (the “Purchaser”).
THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURYGuaranty and Security Agreement • November 14th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine
This GUARANTY AND SECURITY AGREEMENT dated as of September 29, 2023, is made by the entities which have signed below as joint and several guarantors (individually or collectively, "Guarantor"), in favor of DML HC Series, LLC Series 308 ("Creditor").
AGREEMENT AND PLAN OF MERGER BY AND AMONG LEGACY CARD, INC., LEGACY ACQUISITION CORP. AND CARDIFF INTERNATIONAL, INC. November 1, 2005Merger Agreement • November 1st, 2005 • Cardiff International Inc • Blank checks • Nevada
THIS AGREEMENT is dated as of November 1, 2005, by and among Cardiff International, Inc. a Colorado corporation ("Parent"), Legacy Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"), and Legacy Card, Inc., a Nevada company (the "Company").
SECURITY AND STOCK PLEDGE AGREEMENTSecurity and Stock Pledge Agreement • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This SECURITY AND STOCK PLEDGE AGREEMENT, dated as of June 1, 2021 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and between CARDIFF LEXINGTON CORPORATION, a Nevada corporation (the “Pledgor”), in favor of SILAC INSURANCE COMPANY, a Utah corporation (the “Secured Party”).
REVOLVING PURCHASE AND SECURITY AGREEMENTRevolving Purchase and Security Agreement • October 5th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Texas
THIS REVOLVING PURCHASE AND SECURITY AGREEMENT (“Agreement”) is made and shall be effective as of September 29, 2023 (the “Agreement Date”) by and between Cardiff Lexington Corporation, a Nevada corporation located at 3200 Bel Air Dr. Las Vegas, NV 89109 (“Cardiff”) and Nova Ortho and Spine, PLLC, a Florida professional limited liability company located at 1903 S 25th Street, Suite 103, Fort Pierce, FL, 34947 (“Nova”) (Cardiff and Nova is hereinafter referred to individually as “Seller” and collectively as, “Sellers”), on the one hand, and DML HC Series, LLC Series 308, a Texas limited liability company (“Purchaser ”), on the other hand.
SECURITIES Exchange AGREEMENTSecurities Exchange Agreement • May 14th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is made as of May 13, 2024 (the “Effective Date”), by and among Cardiff Lexington Corporation, a corporation organized under the laws of the state of Nevada (the “Company”), and Leonite Capital LLC, a limited liability company organized under the laws of the State of Delaware (the “Purchaser”).
GUARANTY AND SECURITY AGREEMENT THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURYGuaranty and Security Agreement • October 5th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine
This GUARANTY AND SECURITY AGREEMENT dated as of September 29, 2023, is made by the entities which have signed below as joint and several guarantors (individually or collectively, “Guarantor”), in favor of DML HC Series, LLC Series 308 (“Creditor”).
SETTLEMENT AGREEMENT, RELEASE OF CLAIMSSettlement Agreement • June 11th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
THIS SETTLEMENT AGREEMENTAND RELEASE OF CLAIMS (the “Settlement Agreement”) is made and entered into as of June 11, 2024 (the “Effective Date”) by and between Cardiff Lexington Corporation, a corporation organized under the laws of the State of Nevada with a place of business at 3753 Howard Hughes Pkwy., Suite 200, Las Vegas, NV 89169 (“Cardiff”) and GHS Investments, LLC, a limited liability organized under the laws of the State of Nevada with a place of business at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (“GHS”). Cardiff and GHS, are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, and TREASURER EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This Employment Agreement (this “Agreement”) is made effective as of January 2nd, 2024 between Cardiff Lexington Corporation, a Nevada corporation (together with its subsidiaries, the “Company”) and Matthew T. Shafer, CPA, MBA a resident of the State of New Jersey the (“Executive”).
CHIEF ACCOUNTING OFFICER EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This Employment Agreement (this “Agreement”) is made effective as of January 2nd, 2024 between Cardiff Lexington Corporation, a Nevada corporation (together with its subsidiaries, the “Company”) and Zia Choe, CPA, a resident of the State of California the (“Executive”).
BUYBACK AGREEMENTBuyback Agreement • January 5th, 2022 • Cardiff Lexington Corp • Finance services • Florida
RESIGNATION, RELEASE & BUYBACK (“Agreement”) is made and entered into as of the 15th, day of December 2021 (the “Execution Date”), by and between Cardiff Lexington Corporation (“Company”) and Kelly A Gibson & Ronald E Clere (“Employees”).
EXHIBIT A LOCK-UP AGREEMENTLock-Up Agreement • June 7th, 2021 • Cardiff Lexington Corp • Finance services • Nevada
This LOCK-UP AGREEMENT (this “Agreement”) is made as of June 4, 2021 by Dr. Marc D Brodsky, Michael Wycoki, Jr., PA, Dr. Kevin Fitzgerald, and Dr. Robert Simon, MD (the “Restricted Holders”) and is being delivered to Cardiff Lexington Corporation, a Nevada corporation (the “Company”).
THE AGREEMENT by and among Cardiff International, Inc. a Florida Corporation and Bitbull Containers, Inc. a Atlanta Corporation November 15th, 2014 AGREEMENTMarketing Agreement • July 27th, 2015 • Cardiff International Inc • Services-prepackaged software • Florida
This AGREEMENT (the "Agreement") is entered into as of the 15th, day of November, 2014 by and among Cardiff International, Inc., a Florida corporation (herein referred to as "CDIF"), and Pitbull Container, Inc. (herein referred to as "Pitbull"), a Georgia Corporation and together with CDIF and Pitbull, the "Parties" and each, a "Party").
Exhibit 10.1 "Neither this note nor the securities into which it is convertible have been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. This note and the securities into which it is convertible are...Convertible Promissory Note • November 14th, 2005 • Cardiff International Inc • Blank checks • Minnesota
GuarantyGuaranty • June 6th, 2023 • Cardiff Lexington Corp • Services-offices & clinics of doctors of medicine • Nevada
This GUARANTY (this “Guaranty”), dated as of June 1, 2021, is made by NOVA ORTHO AND SPINE, PLLC, a Florida limited liability company (“Guarantor”), in favor and for the benefit of SILAC INSURANCE COMPANY, a Utah corporation (“Beneficiary”).
Stock purchase AGREEMENTStock Purchase Agreement • June 7th, 2021 • Cardiff Lexington Corp • Finance services • Nevada
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of June 4, 2021by and among Cardiff Lexington Corporation, a Nevada corporation (“Purchaser” or “CDIX”) and Nova Ortho and Spine, PLLC, (the “Company”), a Florida limited liability company located at 1903 S 25th Street, Suite 103, Fort Pierce, FL 34947, and Dr. Marc D. Brodsky, MD, and Michael Wycoki, Jr. PA. Dr. Kevin Fitzgerald, MD, and Dr. Robert Simon, MD, Florida residents (collectively, “Seller,” and together with Purchaser and the Company, the “Parties” and each individually, a “Party”).
