COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • March 2nd, 2018 • Go2green Landscaping, Inc. • Agricultural services
This Warrant is issued pursuant to that certain Asset Purchase Agreement by and between Gamwell Technologies Inc., a Texas corporation (the "Holder"), the Company, and Timothy and Cecilia Gamwell of even date herewith (the "APA"). This Warrant shall be effective on the Closing Date (as defined in the APA). This certifies that, for value received, Holder, is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the first anniversary of the Closing Date (as defined in the APA) and until the close of business on the tenth (10th) anniversary of the Closing Date, subject to earlier termination as provided herein (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company common shares ("Common Stock") constituting up to one-fourth percent (0.25%) (the "Warrant Percentage") of the Company's total outstanding common shares on a fully issued and diluted basis as of the first (1st) anniversary of the Closing Date (
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 2nd, 2018 • Go2green Landscaping, Inc. • Agricultural services • Texas
THIS ASSET PURCHASE AGREEMENT (this "Purchase Agreement") is made and entered into effective February 23, 2018 (the "Effective Date"), by and among nDivision Inc., a Texas corporation ("Buyer"), Gamwell Technologies Inc., a Texas corporation ("Seller"), and Mr. Timothy Gamwell and Ms. Cecilia Gamwell, individuals residing in the state of Texas, (collectively "Owner"), on the following terms:
SECURITY AGREEMENTSecurity Agreement • March 2nd, 2018 • Go2green Landscaping, Inc. • Agricultural services
This Security Agreement ("Security Agreement") is executed by nDivision, Inc., a Texas corporation ("Maker"), to secure all obligations under the Secured Promissory Note ("Note"), in favor of Gamwell Technologies Inc., a Texas corporation ("Holder"), made pursuant to that certain Asset Purchase Agreement of even date between Maker, Holder, Timothy Gamwell and Cecilia Gamwell ("Asset Purchase Agreement").
