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:
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(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.
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(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.
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(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.
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[Signature Pages
Follow]
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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 |