REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ______, 2013 between Symbid Corp., (formerly HapyKidz.com, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This SPLIT-OFF AGREEMENT, dated as of December 6, 2013 (this “Agreement”), is entered into by and among Symbid Corp., a Nevada corporation (“Seller”), Symbid Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Holli Morris (“Buyer”).
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This Employment Services Agreement (the “Agreement”) is entered into as of the 6th day of December, 2013, by and between Symbid Corp. a Nevada corporation, with a business address of Van Vollenhovenstraat 56A, 3016 BK Rotterdam (the “Company”), and Robin Slakhorst, an individual residing at Sint-Jobsweg 24K, 3024 EJ Rotterdam (The Netherlands) (“Executive”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Hapykidz.Com, Inc., a publicly traded Nevada Corporation, (hereinafter referred to as the “Company”), to act as an exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of the Company. The Company will enter into a share exchange with Symbid Holding B.V. (“Symbid”), a privately held besloten vennootschap organized under the laws of The Netherlands and continue Symbid’s existing operations as the Company (the “Merger”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
SHARE EXCHANGE AGREEMENT AMONG SYMBID CORP., a Nevada corporation, SYMBID HOLDING B.V., a Netherlands private limited liability company AND THE SHAREHOLDERS OF SYMBID HOLDING B.V. December 6, 2013Share Exchange Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 6, 2013, by and among Symbid Corp. (f/k/a Hapykidz.com, Inc.), a Nevada corporation (the “Acquiror”), Symbid Holding B.V., a Netherlands private limited liability company (the “Acquiree”) and the stockholders of Acquiree as listed in Exhibit A (the “Acquiree Stockholders”). Acquiror, Acquiree and the Acquiree Stockholders are each a “Party” and referred to collectively herein as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of December 6, 2013, by and between the undersigned person or entity (the “Restricted Holder”) and Symbid Corp., a Nevada corporation formerly known as HapyKidz.com, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Share Exchange Agreement (as defined herein).
SECOND AMENDMENTPlacement Agency Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
This Second Amendment to Placement Agency Agreement (“Amendment”) is entered into as of the 15th day of November 2013, by and between Symbid Corp (“Company”) and Gottbetter Capital Markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement dated September 9, 2013, as amended on October 14, 2013 (collectively herein referred to as the “Agreement”).
INTELLECTUAL PROPERTY SUBLICENSE AND TRANSFER AGREEMENT Parties: SYMBID HOLDING B.V. and SYMBID B.V.Intellectual Property Sublicense and Transfer Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
SYMBID HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Rotterdam, the Netherlands, having its business address at Van Vollenhovenstraat 56 A 03, 3016BK Rotterdam, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 58921575 ("Symbid Holding");
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of ______, 2013, and is entered into by and among Symbid Corp. (formerly known as HapyKidz.com, Inc.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
ESCROW AGREEMENTEscrow Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This Escrow Agreement (this “Agreement”) is entered into as of December 6, 2013, by and among Symbid Corp., a Nevada corporation (the “Parent”), Maarten Timmerman (the “Indemnification and Shareholder Representative”), and Gottbetter & Partners, LLP (the “Escrow Agent”). Undefined capitalized terms used in this Agreement shall have the meaning given to them in the Share Exchange Agreement, as defined below.
LICENSE AGREEMENTLicense Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
This License agreement (the “Agreement”) dated 13 April 2011, by and between, Symbid B.V., a private limited liability company organized under the laws of the Netherlands, with its principal place of business at Maliesingel 29, 3581 BJ Utrecht, the Netherlands (“Licensor”); and
GENERAL RELEASE AGREEMENTGeneral Release Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of December 6, 2013, is entered into by and among Symbid Corp., a Nevada corporation (“Seller”), Symbid Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Holli Morris (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
INTELLECTUAL PROPERTY LICENSE AND TRANSFER AGREEMENT Parties: STICHTING SYMBID IP FOUNDATION and SYMBID HOLDING B.V.Intellectual Property License and Transfer Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
NOTICE TO INVESTORS November 25, 2013Securities Purchase Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
This Notice (this “Notice”) is being delivered by Symbid Corp., a Nevada corporation (the “Company”), to each Buyer who has executed or intends to execute a Securities Purchase Agreement to purchase units of the Company (the “Units”) in the Company’s ongoing offering of Units (the “Offering”), at a purchase price per Unit equal to $0.50 per Unit (the “Purchase Price”), with each Unit consisting of one share of the Company’s common stock and one three-year warrant, as revised below, to purchase one share of the Company’s common stock at $0.75 per share (the “Warrants”). Capitalized terms used and not otherwise defined in this Notice have the respective meanings ascribed to them in the Securities Purchase Agreement.
PLATFORM MANAGEMENT SERVICES AGREEMENTPlatform Management Services Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
Symbid Coöperatie U.A. (“Client”), a private limited liability company organized and existing under the laws company organized under the laws of the Netherlands, with its principal place of business at Willem Buytewechstraat 123B, 3024 XC Rotterdam, the Netherlands, company registration no: 52466825, here represented by Mr. Robin Slakhorst, Mr. Maarten Hendrik Timmerman and Mr. Korstiaan Zandvliet in their quality of Board members, with power for this act;
INTELLECTUAL PROPERTY TRANSFER AGREEMENT Parties: SYMBID B.V. and STICHTING SYMBID IP FOUNDATIONIntellectual Property Transfer Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
SYMBID B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Rotterdam, the Netherlands, having its business address at Van Vollenhovenstraat 56 A 03, 3016BK Rotterdam, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 52212343 ("Symbid");
FIRST AMENDMENT TO SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
This First Amendment to the Subscription Escrow Agreement (the “Amendment”) is made as of November 15, 2013, by and among the Issuer, Depositor and Escrow Agent. This Amendment amends the Subscription Escrow Agreement by and among the Issuer, Depositor and Escrow Agent, dated as of September 9, 2013 (the “Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Agreement.
FIRST AMENDMENTPlacement Agency Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
This Amendment (“Amendment”) is entered into as of the 14th day of October 2013, by and between Symbid Corp (“Company”) and Gottbetter Capital Markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement (“Agreement”) dated 9th day of September, 2013.
