PURCHASE AGREEMENTPurchase Agreement • May 15th, 2000 • La Jolla Diagnostics Inc • In vitro & in vivo diagnostic substances • Ohio
RECITALSEmployment Agreement • October 15th, 2002 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2019 • American Cannabis Company, Inc. • Television broadcasting stations • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 11, 2019, by and between AMERICAN CANNABIS COMPANY, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL LLC, a Nevada limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the common stock 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2016 • American Cannabis Company, Inc. • Television broadcasting stations • Colorado
This Registration Rights Agreement (the “Agreement”), dated as of August 4, 2016 (the “Execution Date”), is entered into by and between American Cannabis Company, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.
MARKETING AGREEMENT APPENDIX AMarketing Agreement • October 15th, 2001 • Naturewell Inc • In vitro & in vivo diagnostic substances
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • September 12th, 2016 • American Cannabis Company, Inc. • Television broadcasting stations • Colorado
This INVESTMENT AGREEMENT (the “Agreement”), dated as of August 4, 2016 (the “Execution Date”), is entered into by and between American Cannabis Company, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.
RECITALSStock Issuance Agreement • October 15th, 2002 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
RECITALSEmployment Agreement • October 15th, 2002 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 31st, 2019 • American Cannabis Company, Inc. • Television broadcasting stations • California
This common stock purchase agreement is entered into as of October 11, 2019 (this “Agreement”), by and between AMERICAN CANNABIS COMPANY, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL LLC, a Nevada limited liability company (the “Investor”).
Exhibit 10.10 Security Agreement for Senior Note dated October 5, 2002 in the amount of $362,500 between NatureWell, Incorporated ("Debtor") and James R. Arabia ("Holder"). SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") is made as of October...Security Agreement • October 15th, 2002 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
BRAZIL INTERACTIVE MEDIA, INC. SUBSCRIPTION AGREEMENT Up to $395,000 Of The Company’s Two-Year Convertible Debentures SUBSCRIPTION PROCEDURESSubscription Agreement • May 15th, 2014 • Brazil Interactive Media, Inc. • Television broadcasting stations • Massachusetts
Convertible Debentures (the “Debentures”) and (the “Securities”) of Brazil Interactive Media, Inc., Delaware corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This “Offering” is being made in accordance with the exemptions from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated under the Securities Act.
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture Registration Rights Agreement • May 15th, 2014 • Brazil Interactive Media, Inc. • Television broadcasting stations • Massachusetts
THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 17, 2014, by and between Brazil Interactive Media, Inc., 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 12th, 2016 • American Cannabis Company, Inc. • Television broadcasting stations • Colorado
This Executive Employment Agreement (this “Agreement”) is made and entered into as of April 29, 2014, by and between Hollister & Blacksmith, Inc., a Colorado corporation (the “Corporation”) and Corey Hollister (the “Executive”) as follows:
EXHIBIT 10.4 MORGAN & SAMPSON, INC. DISTRIBUTION SERVICE AGREEMENT This Distribution Service Agreement (hereinafter) called "Agreement") is made this 15th day of August 2001 by and between MORGAN & SAMPSON, INC., a California Corporation (hereinafter...Distribution Service Agreement • October 15th, 2001 • Naturewell Inc • In vitro & in vivo diagnostic substances
WARRANT AGREEMENTWarrant Agreement • March 28th, 2013 • Naturewell Inc • Television broadcasting stations • Delaware
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
RECITALSConsulting Agreement • October 15th, 2002 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
EXECUTIVE EMPLOYMENT AGREEMENT_Executive Employment Agreement • October 31st, 2019 • American Cannabis Company, Inc. • Television broadcasting stations • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of January 1, 2019 (the "Effective Date"), by and between Hollister & Blacksmith, Inc., dba American Cannabis Company, Inc., a Delaware corporation (the "Company"), 5690 Logan Street, Unit A, Denver, CO 80216, and Terry Buffalo, an individual residing at 3063 Brighton Boulevard #918, Denver, CO 80216 ("Executive"), with reference to the following facts:
ASSET PURCHASE AGREEMENT dated as of March 11, 2021 by and between HOLLISTER & BLACKSMITH, INC. doing business as AMERICAN CANNABIS COMPANY. a wholly owned subsidiary of AMERICAN CANNABIS COMPANY, INC. and MEDIHEMP, LLC, and Its Wholly Owned...Asset Purchase Agreement • March 12th, 2021 • American Cannabis Company, Inc. • Television broadcasting stations • Colorado
AGREEMENT AND PLAN OF MERGER by and among Brazil Interactive Media, Inc., Cannamerica Corp., and Hollister & Blacksmith, Inc. Dated as of May 15, 2014Agreement and Plan of Merger • October 3rd, 2014 • Brazil Interactive Media, Inc. • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2014 (this ''Agreement''), by and among Brazil Interactive Media, Inc., a Delaware corporation (the ''Company''), Cannamerica Corp., a Delaware corporation and a wholly owned subsidiary of the Company (''Merger Sub''), and Hollister & Blacksmith, Inc., (d/b/a American Cannabis Consulting, American Cannabis Company and Cube Root), a Colorado corporation (''ACC'').
RECITALSLa Jolla Diagnostics Inc • May 10th, 2000 • In vitro & in vivo diagnostic substances • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG HYPERSCALE NEXUS HOLDING CORPORATION ("PARENT"), hyperscale nexus merger sub ("MERGER SUB"), AND American Cannabis Company, Inc. AND SUBSIDIARY HOLLISTER & BLACKSMITH, INC.Agreement and Plan of Merger • September 21st, 2023 • American Cannabis Company, Inc. • Television broadcasting stations • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 5, 2023, by and among HyperScale Nexus Holding Corporation, a Nevada corporation ("Parent"), HyperScale Nexus Merger Sub, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), and American Cannabis Company, Inc., a Delaware corporation, and its wholly-owned subsidiary company, Hollister & Blacksmith, Inc., a Colorado corporation (collectively, the "Company" and, after the Effective Time and Closing, a wholly owned subsidiary of Parent (the "Surviving Company") (each of Parent, Merger Sub, Company and Surviving Company are sometimes referred to herein as a "Party," and collectively, as the "Parties").
LETTER AGREEMENTLetter Agreement • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances
This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated, a Delaware corporation (the "Company") and James R. Arabia ("Arabia") and is made effective as of April 30, 2008 (the "Effective Date"). The Company and Arabia agree as follows:
SEPARATION AND EXCHANGE AGREEMENT by and among BRAZIL INTERACTIVE MEDIA, INC., BIMI, INC. and BRAZIL INVESTMENTS HOLDING LLCSeparation and Exchange Agreement • October 3rd, 2014 • Brazil Interactive Media, Inc. • Television broadcasting stations • Delaware
SEPARATION AND EXCHANGE AGREEMENT dated as of the date of signature below (this “Agreement”) by and among Brazil Interactive Media, Inc., a Delaware corporation (the “Company”), BIMI, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“BIMI Sub”), and Brazil Investments Holding, LLC, a Delaware limited liability company with entity number 5210015 and formerly named Brazil Interactive Holdings, LLC (“BIMI Holding” and, together with the Company and BIMI Sub, collectively, the “Parties,” and each a “Party”).
EXHIBIT 10.5 SUB-LEASE AGREEMENT THIS AGREEMENT, made this 17 day of July, 2001, between Danka Office Imaging Company, a Delaware corporation, successor- in-int&est to Danka Industries, Inc., ("SubLessor"), and NatureWell, Inc., a California...Agreement • October 15th, 2001 • Naturewell Inc • In vitro & in vivo diagnostic substances
SENIOR NOTENaturewell Inc • October 22nd, 2003 • In vitro & in vivo diagnostic substances • California
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Settlement Agreement and Mutual General Release (the "Agreement") is entered into as of May 9, 2008 (the "Effective Date") by and between Financial Acquisition Partners, LP, a Delaware limited partnership ("Creditor"), NatureWell, Incorporated, a Delaware corporation ("Debtor"), Dutchess Private Equities Fund, Ltd ("Dutchess"), and NatureWell, Incorporated, a Nevada corporation ("NWNV") with reference to the following facts:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Asset Purchase Agreement (the "Agreement") is entered into as of May 9, 2008 (the "Effective Date") by and between NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Purchaser"), with reference to the following facts:
AMENDMENTS TO INTERCREDITOR, SUBORDINATION AND STANDBY AGREEMENT dated as of SEPTEMBER 2, 2003Naturewell Inc • May 19th, 2008 • In vitro & in vivo diagnostic substances
Notwithstanding anything contained in this Agreement or any of the Senior Loan Documents or Subordinated Loan Documents, or any applicable state or federal law to the contrary; Any Senior Lender(s) or any Subordinated Lender(s) shall not take any legal action to obtain a judgment for all or any portion of either any Senior Debt or any Subordinated Debt without the express prior written consent of the holders of a majority of the Senior Debt, which consent may be granted or withheld in the sole and absolute discretion of each holder of Senior Debt. The prior approval requirements contained in this section for Senior and Subordinated Lenders shall be in addition to any other provisions in this Agreement that require, as the case may be, any Senior or Subordinated Lender(s) to obtain the approval of a majority of either the Senior Debt holders, Subordinated Debt holders or both the Senior and Subordinated Debt holders before taking certain actions.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • May 19th, 2008 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Settlement Agreement and Mutual General Release (the "Agreement") is entered into as of May 9, 2008 (the "Effective Date") by and between James R. Arabia ("Creditor"), NatureWell, Incorporated, a Delaware corporation ("Debtor"), Dutchess Private Equities Fund, Ltd ("Dutchess"), and NatureWell, Incorporated, a Nevada corporation ("NWNV") with reference to the following facts:
AGREEMENT AND PLAN OF MERGER by and among Naturewell, Incorporated, BIMI Acquisition Corp., and Brazil Interactive Media, Inc., Dated as of March 13, 2013Agreement and Plan of Merger • June 11th, 2013 • Naturewell Inc • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2013 (this ''Agreement''), by and among NatureWell, Incorporated, a Delaware corporation (the ''Company''), BIMI Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (''Merger Sub''), and Brazil Interactive Media, Inc., a Delaware corporation (''BIMI'').
Form of Intercreditor, Subordination and Standby Agreement] INTERCREDITOR, SUBORDINATION AND STANDBY AGREEMENTIntercreditor, Subordination and Standby Agreement • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
This Intercreditor, Subordination and Standby Agreement (the "Agreement") is made as of the 2nd day of September, 2003 by and between NatureWell, Incorporated ("Borrower"), James R. Arabia, which includes Arabia d/b/a Guy Financial or any other d/b/a (together "Arabia"), all other Senior Lender(s) (as defined below) of Borrower and all Subordinated Lender(s) (as defined below) of Borrower.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 3rd, 2013 • Brazil Interactive Media, Inc. • Television broadcasting stations • Delaware
In the interest of closure and in the mutual resolution of their differences, this SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is made and entered into effective as of the 3rd day of September, 2013, (the “Effective Date”), by and between the following Parties:
Form of Security Agreement securing Senior Notes issued as part of Company Restructuring] SECURITY AGREEMENTSecurity Agreement • February 23rd, 2004 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
THIS SECURITY AGREEMENT ("Agreement") is made as of [________________________] between NatureWell, Incorporated, a Delaware corporation ("Debtor"), and [__________________________], a [________________________] ("Secured Party"), who agree as follows:
Exhibit 10.10Security Agreement • October 22nd, 2003 • Naturewell Inc • In vitro & in vivo diagnostic substances • California
ADDENDUM TO LETTER AGREEMENTAddendum to Letter Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances
This ADDENDUM TO LETTER AGREEMENT (the "Addendum") is entered into as of December 28, 2004 (the "Effective Date") by and between Milan Mandaric ("Mandaric") and NatureWell, Incorporated (the "Company") with reference to the following:
