ARTICLE II THE MERGER AND THE MERGER AGREEMENTOption Agreement • August 14th, 1997 • Brock International Inc • Services-prepackaged software • Georgia
EXHIBIT 10.18Lease Agreement • March 31st, 1999 • Firstwave Technologies Inc • Services-prepackaged software • Georgia
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2023 • Resonate Blends, Inc. • Services-prepackaged software
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of June 16, 2023, between the Company and the Purchasers named therein (the “Purchase Agreement”).
1 EXHIBIT 10.23 TENTH AMENDMENT TO LEASE THIS TENTH AMENDMENT TO LEASE (this "Amendment"), made and entered into as of the __28th__ day of ____February_, 2000, by and between NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP, a Delaware limited...Lease • March 29th, 2000 • Firstwave Technologies Inc • Services-prepackaged software
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2024 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2024, by and between APOLLO BIOWELLNESS, INC. A.K.A. RESONATE BLENDS, INC., a Nevada corporation, with headquarters located at One Marine Plaza, Suite 305A, North Bergen, NJ 07047 (the “Company”), and RAY VOLLINTINE, residing at 1621 East Georgia Ave, Springfield, Ill 62703 (the “Buyer”).
EXHIBIT 2Merger Agreement • January 13th, 1998 • Brock International Inc • Services-prepackaged software • Georgia
EXHIBIT 10.24 LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • April 17th, 2001 • Firstwave Technologies Inc • Services-prepackaged software • Georgia
COMMON STOCK PURCHASE WARRANT Textmunication Holdings, Inc.Securities Agreement • June 27th, 2019 • Textmunication Holdings, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________, 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 the close of business on the sixty month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TEXTMUNICATION HOLDINGS, INC., a Nevada corporation (the “Company”), up to _____________ shares (as 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).
COMMON STOCK PURCHASE WARRANT RESONATE BLENDS, INC.Security Agreement • September 20th, 2022 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $600,000.00 12% promissory note to the Holder (as defined below) of even date) (the “Note”), AJB Capital Investments, LLC, a 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 Resonate Blends, Inc., a Nevada corporation (the “Company”), up to 1,000,000 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 August __, 2022, by and among the Compan
1 EXHIBIT 10.26 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: FIRSTWAVE TECHNOLOGIES, INC. ADDRESS: 2859 PACES FERRY ROAD, SUITE 1000 ATLANTA, GEORGIA 30339 DATE: DECEMBER 19, 2000 THIS LOAN AND SECURITY AGREEMENT is entered into on the...Loan and Security Agreement • April 17th, 2001 • Firstwave Technologies Inc • Services-prepackaged software • California
EQUITY PURCHASE AGREEMENT BY AND BETWEEN TEXTMUNICATION HOLDINGS, INC. AND TARPON BAY PARTNERS LLC Dated May 5, 2015Equity Purchase Agreement • May 20th, 2015 • Textmunication Holdings, Inc. • Services-prepackaged software • Florida
THIS EQUITY PURCHASE AGREEMENT entered into as of the 5 day of May, 2015 (this “AGREEMENT”), by and between TARPON BAY PARTNERS LLC, a Florida limited liability company (“INVESTOR”), and TEXTMUNICATION HOLDINGS, INC., a Nevada corporation (the “COMPANY”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2015 • Textmunication Holdings, Inc. • Services-prepackaged software • Florida
This Registration Rights Agreement (“Agreement”), dated May 5, 2015, is made by and between TEXTMUNICATION HOLDINGS, INC., a Nevada corporation (“Company”), and TARPON BAY PARTNERS LLC, a Florida limited liability company (the “Investor”).
1 EXHIBIT 4(A) BROCK CONTROL SYSTEMS, INC. 1993 STOCK OPTION PLAN (AS AMENDED AND RESTATED EFFECTIVE MARCH 22, 1995) THIS AMENDED AND RESTATED INDENTURE is made as of the ________ day of March, 1995, by Brock Control Systems, Inc., a corporation...Stock Option Plan • June 3rd, 1998 • Firstwave Technologies Inc • Services-prepackaged software • Georgia
FORM OF SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of the __ day of June, 2004, by and among FIRSTWAVE TECHNOLOGIES, INC., a Georgia corporation (the "Company") and the purchaser listed on the...Series D Convertible Preferred Stock Purchase Agreement • June 18th, 2004 • Firstwave Technologies Inc • Services-prepackaged software • Georgia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2023 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2023 and is by and between Resonate Blends, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
1 EXHIBIT 4.2 FIRSTWAVE TECHNOLOGIES, INC. STOCK PURCHASE WARRANT NUMBER OF SHARES OF COMMON STOCK: 16,668 WARRANT CERTIFICATE NO. 1 DATE OF ISSUANCE: MAY ___, 1999 DATE OF EXPIRATION: MAY ___, 2001 1. Grant. For value received, Firstwave...Stock Purchase Warrant • July 21st, 1999 • Firstwave Technologies Inc • Services-prepackaged software • Georgia
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 23rd, 2023 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2023 (this “Agreement” ), is by and among Pegasus Specialty Vehicles, LLC, an Ohio Limited Liability Corporation (“Company” ), Resonate Blends, Inc., a Nevada corporation (“Parent” ) and Pegasus Specialty Holdings LLC, an Ohio Limited Liability Corporation and wholly owned subsidiary of Parent (“Merger Sub”). Certain terms used in this Agreement are used as defined in Article 7.
COMMON STOCK PURCHASE WARRANT RESONATE BLENDS, INC.Security Agreement • March 8th, 2022 • Resonate Blends, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Albert Richards, 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 Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RESONATE BLENDS, INC., a Nevada corporation (the “Company”), up to 62,500 shares (as 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 27th, 2019 • Textmunication Holdings, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Securities Purchase Agreement” or “Agreement”) is dated as of June 11, 2019 (the Effective Date”), between Textmunication Holdings, Inc., a Nevada corporation, (the “Company”) and the purchasers set forth below (the “Purchasers”). The Company and the Purchasers may be referred to individually, as a “Party” and collectively, as the “Parties.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement • July 20th, 2020 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
This Separation Agreement and Release (“Agreement”) is made as of May 22, 2020, by and between Wais Asefi (“Employee”) and Resonate Blends, Inc., a Nevada corporation (the “Company”). Employee and the Company shall collectively be referred to herein as the “Parties”, and each individually as a “Party.”
Loan No. ___________________ Information Schedule Attachment 1 – Collateral Description o Term Loan Attachment 2 – Conditions to Closing Attachment 2A – Additional Conditions o Non-Revolving Line of Credit Attachment 3 – Financial Reports Attachment 4...Loan Agreement • November 14th, 2003 • Firstwave Technologies Inc • Services-prepackaged software
THIS LOAN AGREEMENT (“Loan Agreement”), entered into effective as of the date stated in the Loan Agreement Supplement and Information Schedule (“Information Schedule”), by and between the person identified in the Information Schedule as the Borrower (whether one or more, “Borrower”) and RBC CENTURA BANK, a North Carolina banking corporation (“Bank”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2022 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2022, (the “Execution Date”), by and between Resonate Blends, Inc., a Nevada corporation, with its address at 26565 Agoura Road, Suite 200 Calabasas, CA 91302 (the “Company”), and Jefferson Street Capital LLC, a New Jersey limited liability company with an address at 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030 (including its successors and assigns, the “Buyer”)
EXCHANGE AGREEMENTExchange Agreement • May 11th, 2017 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
This Exchange Agreement is dated and effective as of May 9, 2017 (this “Agreement”) and is entered into by and between Textmunication Holdings, Inc., a Nevada corporation (the “Company”), and Wais Asefi.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2020 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
STOCK PURCHASE AGREEMENT (the “Agreement”) made as of this 22nd day of May, 2020, by and between Resonate Blends, Inc., a Nevada corporation (the “Seller”), and Wais Asefi (“Asefi”), Nick Miniello, Juleon Asefi, and Curt Byers (each a “Buyer”, and collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 18th, 2021 • Resonate Blends, Inc. • Services-prepackaged software • Nevada
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a maximum of $2,000,000 units (the “Units”) where each Unit consists of one share of common stock, par value $0.0001 par value (“Common Stock”) at a purchase price of $.15 and a warrant to purchase 0.5 share(s) of Common Stock at an exercise price of $0.225 per share, of Resonate Blends, Inc., a Nevada corporation (the “Company”). Any warrant exercises will be rounded down to the nearest whole number of shares.
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
This Agreement and Plan of Merger (the “Agreement”) is made and entered into this 28th day of October, 2013, by and between Textmunication Holdings, Inc., a newly formed Nevada corporation (“Textmunication”), and FSTWV, Inc., a Georgia corporation (“FSTWV”) (said corporations being hereinafter sometimes collectively referred to as the “Constituent Corporations”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • October 17th, 2018 • Textmunication Holdings, Inc. • Services-prepackaged software • Illinois
This Settlement Agreement (the “Agreement”) is made as of the Effective Date (defined below) by and between (i) Lester Einhaus (“Einhaus”); and (ii) Textmunication Holdings, Inc. (“Textmunication”), Wais Asefi, and David Thielen (collectively the “Textmunication Parties”). Said parties are referred to collectively as the “Parties” and individually as a “Party.”
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2020 • Resonate Blends, Inc. • Services-prepackaged software
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • June 6th, 2014 • Textmunication Holdings, Inc. • Services-prepackaged software • Nevada
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of October __, 2013 (the “Effective Date”) by and among WAIS ASEFI (the “Pledgor”), REALTY CAPITAL MANAGEMENT LIMITED (the “Pledgee”), TEXTMUNICATIONS HOLDINGS, INC. (the “Company”) and CANE CLARK, LLP, as escrow agent (“Escrow Agent”).
WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 17th, 2004 • Firstwave Technologies Inc • Services-prepackaged software • Georgia
THIS WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENT (“Waiver and First Amendment”), is entered into effective as of March 1, 2004, by and between FIRSTWAVE TECHNOLOGIES, INC. (the “Borrower”) and RBC CENTURA BANK (“Bank”).
EXCHANGE AGREEMENTExchange Agreement • March 18th, 2020 • Resonate Blends, Inc. • Services-prepackaged software • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), is dated as of March 10, 2020 (the Effective Date”), between Resonate Blends, Inc., a Nevada corporation, (f/k/a Textmunication Holdings, Inc., hereinafter the “Company”) and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 3(a)(9), Section 4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”);
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2023 • Resonate Blends, Inc. • Services-prepackaged software
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 20, 2023, is made by and between Pegasus Specialty Vehicles, LLC, an Ohio limited liability company (the “Borrower”), and Resonate Blends, Inc., a Nevada corporation (the, “Lender”).
VOTING AGREEMENTVoting Agreement • July 20th, 2020 • Resonate Blends, Inc. • Services-prepackaged software
To induce the parties to the Stock Purchase Agreement, dated as of May 22, 2020 (the “Purchase Agreement”), among Resolate Blends, Inc., a Nevada corporation (the “Seller”), and the buyers named therein (the “Buyers”), to enter into and perform the Purchase Agreement, the undersigned stockholder of the Seller whose name, address and signature appear below (the “Undersigned”), hereby agrees to vote all voting securities of the Seller owned beneficially and of record thereby (the “Subject Securities”) in favor of the Purchase Agreement and the transactions contemplated thereby.
ELEVENTH AMENDMENT TO OFFICE BUILDING LEASE AGREEMENTOffice Building Lease Agreement • March 7th, 2003 • Firstwave Technologies Inc • Services-prepackaged software
THIS ELEVENTH AMENDMENT TO OFFICE BUILDING LEASE AGREEMENT (this "Amendment"), made and entered into as of the 28th day of October, 2002, by and between NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and FIRSTWAVE TECHNOLOGIES, INC., a Georgia corporation (Tenant");
firstwave SOFTWARE LICENCE AGREEMENTSoftware Licence Agreement • May 1st, 2003 • Firstwave Technologies Inc • Services-prepackaged software • England
This Licence Agreement between The Football Association ("Licencee") whose registered office is at 25 Soho Square, London W1 4FA and Firstwave Technologies UK Limited, ("Firstwave") whose registered office is at The Pavilion, 1 Atwell Place, Thames Ditton, Surrey KT7 0NF, is made the 2nd day of September 2002 and covers Program Products to be licenced by Licencee pursuant to Order Forms, which may be submitted and accepted from time to time.
