CONVERTIBLE NOTE
Exhibit 10.23
CONVERTIBLE NOTE
PURCHASE AGREEMENT
This Convertible Note Purchase Agreement
(the “Agreement”) is entered into as of July 10, 2014, by and among Express Technologies, Inc., a Delaware
corporation (the “Company”), Bitcoin Shop Inc. a Nevada corporation (“BTCS”), and each of
the investors listed on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”).
The Company desires to issue and sell to the Purchasers and the Purchasers desire to purchase convertible promissory notes in substantially the form attached to this Agreement as Exhibit A (the “Note” or “Notes”) which shall be convertible on the terms stated therein into preferred equity securities of the Company. The Notes and the preferred equity securities issuable upon conversion thereof (and the securities issuable upon conversion of such preferred equity securities) are collectively referred to herein as the “Securities”.
In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:
-1- |
-2- |
(j) No
Disqualification Events. To the Company’s knowledge, none of
the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company
participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting
equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the
Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the
Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a
Disqualification Event.
-3- |
(i) “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”
(ii) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the securities so legended.
-4- |
(b) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.
-5- |
[Signature Pages Follow]
-6- |
The parties have executed this Convertible
Note Purchase Agreement as of the date first written above.
COMPANY: | ||
EXPRESS TECHNOLOGIES, INC. | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | CEO | |
Address: 000 Xxxxxxxx, Xxxxx 000 | ||
Xxxxx Xxxxxx, XX 00000 |
PURCHASER AND BTCS | ||
BITCOIN SHOP, INC. | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: | CEO | |
Address: 0000 Xxxxx Xxxx Xxxx Xxxxx | ||
Xxxxx 0000 | ||
Xxxxxxxxx, XX 00000 | ||
Amount: $150,000.00 |