SERIES A SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 25, 2020Jacksam Corp • June 28th, 2019 • Television broadcasting stations • New York
THIS SERIES A SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Series A Senior Secured Convertible Promissory Note of Jacksam Corporation, a Nevada corporation (the “Company”), having its principal place of business at 30191 Avenida De Las Banderas, Suite B, Rancho Santa Margarita, CA, 92688, designated as its Series A Senior Secured Convertible Promissory Note due March 25, 2020 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2019 • Jacksam Corp • Television broadcasting stations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2019, by and among Jacksam Corporation, a Nevada corporation (the “Company”), L1 Capital Global Opportunities Master Fund (“L1 Capital”), Phyto II, LP (“Phyto”), Merida Capital Partners III, LP (“Merida Capital”), James Kenny (“Kenny”), William Sanger (“Sanger”), Wilson Allen (“Allen”), Paul D. Kaneb (“Kaneb”), Jerald Lanzotti (“Lanzotti”), Mark Adams (“Adams”) and David Hall (“Hall” and with L1 Capital, Phyto, Merida Capital, Kenny, Sanger, Allen, Kaneb, Lanzotti and Adams, along with each of their respective successors and permitted assigns, a “Purchaser,” or in the aggregate, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT JACKSAM CORPORATIONJacksam Corp • June 28th, 2019 • Television broadcasting stations
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or his 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 25, 2019 (the “Issuance Date”) and on or prior to the close of business on the five (5)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jacksam Corporation, a Nevada corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “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)). This Warrant is issued pursuant to the Purchase Agreement (as defined below).
Exhibit A Registration Rights Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2008 • Asia Premium Television Group • Television broadcasting stations • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of 4th day of July, 2008 by and among Asia Premium Television Group, Inc., a corporation organized and existing under the laws of the State of Nevada (“ATVG” or the “Company”), and Her Village Limited, a corporation registered in the Hong Kong. (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement.
AGREEMENT AND PLAN OF MERGER by and among JACKSAM CORPORATION, JACKSAM ACQUISITION CORP. and CHINA GRAND RESORTS INC. September 14, 2018Agreement and Plan of Merger • September 17th, 2018 • China Grand Resorts, Inc. • Television broadcasting stations • Nevada
THIS AGREEMENT AND PLAN OF MERGER is entered into as of September 14, 2018, by and among China Grand Resorts Inc., a Nevada corporation (“Parent”), Jacksam Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Jacksam Corporation, a Delaware corporation (the “Company”).
SECURITY AGREEMENTSecurity Agreement • June 28th, 2019 • Jacksam Corp • Television broadcasting stations • New York
This SECURITY AGREEMENT, dated as of June 25, 2019 (this “Agreement”), is by and among Jacksam Corporation, a Nevada corporation (the “Company”), any subsidiary of the Company that is a signatory hereto, either now joined or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”), and the holders of the Company’s Series A Senior Secured Convertible Promissory Note and Series B Senior Secured Convertible Promissory Notes in the aggregate principal amount of $2,388,888.85 (the “Notes”) signatory hereto, and their endorsees, transferees and assigns (each, a “Secured Lender,” and collectively, the “Secured Lenders”).
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture Registration Rights Agreement • September 17th, 2018 • China Grand Resorts, Inc. • Television broadcasting stations • California
THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2017, by and between Jacksam Corp. (DBA Convectium), a Delaware corporation (the “Company”), and the undersigned (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
ASIA PREMIUM TELEVISION INCORPORATED (FORMERLY KNOWN AS GTM HOLDINGS, INC.) AND ASIA EAST INVESTMENTS LIMITED AND WILLIAM A. FISHER COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 6th, 2002 • GTM Holdings Inc • Blank checks • Nevada
This Common Stock Purchase Agreement (the "Agreement") is entered into as of October 21, 2002 by and among ASIA PREMIUM TELEVISION INCORPORATED (FORMERLY KNOWN AS GTM HOLDINGS, INC.), a Nevada corporation (the "Company") and ASIA EAST INVESTMENTS LIMITED, a British Virgin Islands corporation (the"Purchaser") and WILLIAM A. FISHER, an individual being the controlling shareholder of the Company at the date of this Agreement (the "Guarantor").
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2018 • China Grand Resorts, Inc. • Television broadcasting stations • California
THIS EMPLOYMENT AGREEMENT is made as of the 22 day of December, 2017 (the “Effective Date”) by and between, a [Jacksam Corporation] (the “Company”) and Daniel Davis (the “Executive”) (each a “Party” and together, the “Parties”).
Note: This Is The English Version Of The Chinese Document That Has Been Translated By The Company]Subscription Agreement • October 22nd, 2009 • Asia Premium Television Group • Television broadcasting stations
Party A: Asia Premium Television Group, Inc. (“ATVG”), a publicly traded company listed on the OTCBB, incorporated and existing under the laws of Nevada.
NB1:405189.1 -2- Exhibit 2.2 Form 8-K GTM Holdings, Inc. File No. 33-33263-NY ADHERENCE AGREEMENT The undersigned, the record and beneficial owner of 5,000 shares of common stock of American Overseas Investment Co. ("AOI") set forth below, hereby...Adherence Agreement • July 3rd, 2001 • GTM Holdings Inc • Blank checks
COMMON STOCK PURCHASE AGREEMENT By and between Asia Premium Television Group, Inc. (the “Company”) and Her Village Limited (the “Investor”) Dated July 4, 2008Common Stock Purchase Agreement • November 18th, 2008 • Asia Premium Television Group • Television broadcasting stations • Nevada
This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 4th day of July, 2008 between Asia Premium Television Group, Inc., a corporation organized and existing under the laws of the State of Nevada (“ASTV” or the “Company”) and Her Village Limited, a corporation organized and existing under the laws of Hong Kong, (“Investor”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 21st, 2017 • China Grand Resorts, Inc. • Television broadcasting stations • New York
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into by and between China Grand Resorts, Inc., a Nevada corporation (the “Company”), and Bryan Glass (“Consultant”), dated as of this 6th day of May 2016 (the “Effective Date”).
STANDSTILL AGREEMENTStandstill Agreement • June 12th, 2019 • Jacksam Corp • Television broadcasting stations • Nevada
This Standstill Agreement (“Agreement”) is made and entered into this 31st day of May, 2019 (the “Effective Date”) by and between Jacksam Corporation, a Nevada corporation (the “Company”) and Daniel L. Davis, also known as Danny L. Davis (“Davis”) (the Company and Davis are, at times, individually referred to herein as a “Party” and collectively referred to herein as the “Parties”).
DATED / 2009 Asia Premium Television Group Inc. and Globestream Technology Inc. ACQUISITION AGREEMENTAcquisition Agreement • March 25th, 2009 • Asia Premium Television Group • Television broadcasting stations
NOW, THEREFORE, in consideration of the various covenants and agreements of the Parties to and with each other set for herein, both parties agree as follows:
LINE OF CREDIT AGREEMENTLine of Credit Agreement • November 9th, 2018 • Jacksam Corp • Television broadcasting stations • Nevada
This LINE OF CREDIT AGREEMENT is made as of this 8th day of November 2018 (this “Agreement” or the “Line of Credit Agreement”), by and among Jacksam Corporation, a Nevada corporation (the “Borrower”); and Bass Point Capital LLC, a Massachusetts limited liability company (the “Lender”). A line of credit is hereby established in the amount of TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) for the benefit of the Borrower; provided, however, that the Lender unilaterally may terminate the Borrower’s privilege to request advances hereunder or lower said amount. This line of credit will be subject to the following terms and conditions:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 5th, 2018 • China Grand Resorts, Inc. • Television broadcasting stations • Nevada
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 24, 2018 by and between China Grand Resorts, Inc., a Nevada corporation (hereinafter referred to as “China Grand”), and its wholly owned subsidiary, Jacksam Corporation, a Nevada corporation (hereinafter referred to as “Jacksam”).
This letter of understanding, dated 15 April 2003 is among and between the following parties:Letter of Understanding • May 20th, 2003 • Asia Premium Television Group • Blank checks
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 12th, 2019 • Jacksam Corp • Television broadcasting stations • Nevada
This Consulting Services Agreement (this “Agreement”) is made and effective as of May 1, 2019 (the “Effective Date”) by and between Jacksam Corporation, a Nevada corporation (the “Company”), and Daniel L. Davis, also known as Danny L. Davis (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
ASIA PREMIUM TELEVISION INCORPORATED (FORMERLY KNOWN AS GTM HOLDINGS, INC.) COMMON STOCK AND ASSET PURCHASE AGREEMENTCommon Stock and Asset Purchase Agreement • November 6th, 2002 • GTM Holdings Inc • Blank checks • Nevada
Dated the 26th day of September 2001 GTM Holdings, Inc. and Sun Television Cybernetworks Holdings Limited Film Rights Agreement SCHEDULES Schedule 1 - Form of Certificate 9 Schedule 2 - Film Library - List of Programs 11 Schedule 3 - Film Rights...Agreement • November 16th, 2001 • GTM Holdings Inc • Blank checks • Hong Kong
BETWEEN 1. GTM Holdings, Inc., a limited liability company incorporated in Nevada and having its principal offices at Suite 12/F., Nam Kwong Building, Avenida Rodrigo Rodriques, Macau Special Administrative Region, the People's Republic of China ("GTM"); and
TERMS AND CONDITIONS OF THE NOTEAsia Premium Television Group • May 20th, 2003 • Blank checks
The Note shall be held subject to and with the benefit of the terms and conditions set out below and such terms and conditions shall be binding on GTM HOLDINGS, INC. ("Issuer"). Unless otherwise defined herein, expressions defined in an agreement dated 12 October 2001 (the "Agreement") relating to the issue of the Note shall bear the same meaning in this Certificate:
CONVERTIBLE NOTE & AGREEMENTAgreement • September 17th, 2018 • China Grand Resorts, Inc. • Television broadcasting stations • Massachusetts
THIS CONVERTIBLE NOTE & AGREEMENT (this “Note”) entered into on __________, 2018 (the “Effective Date”) by and among CONVECTIUM, INC., a Delaware corporation (the “Maker”), and ________, a _____________ limited liability company (the “Holder”) (the Maker and the Holder are referred to as the “Parties”).
Dated the 12th day of October 2001 GTM Holdings, Inc. and Sun Television Cybernetworks Holdings Limited Production and Broadcast Purchase Agreement SCHEDULES Schedule 1 - Form of Certificate 12 Schedule 2 - Charge Out Rates For Production Equipment 14...Agreement • November 16th, 2001 • GTM Holdings Inc • Blank checks • Hong Kong
A- Sun TV is a company whose securities are listed on the Stock Exchange of Hong Kong and is engaged in, inter alia, the provision of free to air satellite television channels to the Asian region, the leasing of airtime on such channels, production of television programs at its own production facilities and the rental of such production facilities.
MULTI-MEDIA/CORPORATE IMAGING AGREEMENTCorporate Imaging Agreement • September 21st, 2001 • GTM Holdings Inc • Blank checks
This Agreement is hereby entered effective this _______ day of _________ 2001 between GTMH Holdings (OTCBB: GTMH) the ("Client"), David W. Keaveney and Jason M. Genet the ("Members").
LOCK-UP AND LEAK-OUT AGREEMENTOut Agreement • June 12th, 2019 • Jacksam Corp • Television broadcasting stations • Nevada
This Lock-Up and Leak-Out Agreement and Mutual Release (“Agreement”) is made and entered into this 31st day of May, 2019 (the “Effective Date”), by and between Jacksam Corporation, a Nevada corporation (the “Company”) and Daniel L. Davis, also known as Danny L. Davis (“Davis”) (the Company and Davis are, at times, individually referred to herein as a “Party” and collectively referred to herein as the “Parties”).
LEAK OUT AGREEMENTLeak Out Agreement • September 17th, 2018 • China Grand Resorts, Inc. • Television broadcasting stations • Delaware
This LEAK-OUT AGREEMENT (the “Agreement”) is made as of December 1, 2017 (the “Effective Date”) by and between Jacksam Corp. (DBA Convectium), a Delaware corporation, (the “Company”), and the undersigned holder of common stock or debenture or other instrument that converts into common stock (the “Stockholder”) of the Company.
E-16 Exhibit 2.1 Form 8-K GTM Holdings, Inc. File No. 33-33263-NYGTM Holdings Inc • July 3rd, 2001 • Blank checks • Nevada
CONSULTANT COMPENSATION AGREEMENTConsultant Compensation Agreement • September 21st, 2001 • GTM Holdings Inc • Blank checks • Nevada
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 20th day of September, 2001, among GTM Holdings, Inc., a Nevada corporation ("GTM"); and the following individuals who have executed and delivered this Plan by the execution and delivery of the Counterpart Signature Pages which are designated as Exhibits "A" through "F" hereof: M. Blaine Riley, Randall Letcavage, Rosemary Nguyen, David W. Keaveney, Jason M. Genet, and Michael L. Labertew (collectively, the "Consultants").
COMMON STOCK PURCHASE AGREEMENT BETWEEN ASIA PREMIUM TELEVISION GROUP, INC. AND DATEDCommon Stock Purchase Agreement • July 30th, 2007 • Asia Premium Television Group • Television broadcasting stations • Nevada
This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the _____ day of _________, 2007 between Asia Premium Television Group, Inc., a corporation organized and existing under the laws of the State of Nevada (“ASTV” or the “Company”) and ________________________ (“Investor”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 28th, 2019 • Jacksam Corp • Television broadcasting stations • New York
THIS Intellectual property SECURITY AGREEMENT (this “Agreement”), dated as of June 25, 2019, by Jacksam Corporation, a Nevada corporation (the “Grantor”), in favor of L1 Capital Global Opportunities Master Fund, as agent (the “Agent”), for the benefit of the Secured Lenders referred to below.
FINANCIAL CONSULTING SERVICES AGREEMENTFinancial Consulting Services Agreement • September 21st, 2001 • GTM Holdings Inc • Blank checks • California
This Financial Consulting Services Agreement (the "Agreement") is entered this ___ day of September, 2001 by and between M. Blaine Riley, Randall Letcavage and Rosemary Nguyen ("Consultants"), individual's, and GTM Holdings, Inc. (OTC BB: GTMH) ("Client"), a Nevada corporation, with reference to the following:
