FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE ISSUED ON January 8, 2021EZRaider Co. • September 7th, 2022 • Refuse systems
THIS FIRST AMENDMENT to the Note (as defined below) (the “Amendment”) is entered into as of June 7, 2022 (“Effective Date”), by and between EZ Raider, the LLC., a Washington limited liability (the “Company”), and Cooper Dubois (the “Lender”) (each the “Party”, collectively the “Parties”).
ASSIGNMENT OF PROMISSORY NOTEAssignment of Promissory Note • September 7th, 2022 • EZRaider Co. • Refuse systems • Washington
THIS ASSIGNMENT OF COVERTIBLE PROMISSORY NOTE (“Assignment”) is entered into effective as of June 7, 2022, by and among Cooper Dubois, an individual (“Assignor” or “Holder”) and CD EZR Holdings, LLC (“Assignee”) of that certain Promissory Note executed by in favor of Assignor dated January 8, 2021 (“Note”), attached hereto as Exhibit A and incorporated herein by reference. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meaning set forth in the Note.
Mr. Moshe (Mozy) Azarzar EZRaider CO./EZRaider Global Inc. Dear Mr. Azarzar, Re: Distribution in the U.S.A. Letter AgreementDistribution Agreement • September 7th, 2022 • EZRaider Co. • Refuse systems
Reference is made to that certain (i) Authorized Exclusive Distribution Agreement dated September 12, 2019, by and between D.S Raider Ltd. (“D.S Raider”) and EZ Raider LLC (“EZ LLC”) and the Renewal of Exclusive Distribution Agreement dated September 2, 2021 by and among D.S Raider, EZ LLC and EZRaider Global Inc. (“EZ Global” and, together with EZ LLC, the “Distributor”) (together, “Distribution Agreement”) and (ii) the Extension of Payment Schedule dated December 30, 2021 by and between D.S Raider and EZ Global, which modified certain terms of both the Distribution Agreement and the Share Purchase Agreement, dated February 21, 2021, by and between EZ Global, D.S Raider, and the shareholders of D.S Raider (as amended on March 30, 2021, and August 31, 2021) (the “SPA”) (“Dec. 2021 Letter”). Unless specifically indicated otherwise, all capitalized terms shall have the meaning ascribed to them in the Distribution Agreement and the Dec. 2021 Letter.
WARRANTWarrant • September 7th, 2022 • EZRaider Co. • Refuse systems • Washington
THIS WARRANT (this “Warrant”) certifies that, for value received, the individual or entity defined in the signature block hereto or their registered assigns (the “Holder” or “Holders”), is entitled, subject to the terms set forth below, to purchase from EZRaider Co. (the “Company”) such number of shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”) as defined in the signature block, exercisable at $2.50 dollars US (USD $2.50) per share (the “Exercise Price”), subject to adjustment hereunder. This Warrant may be exercised any time after issuance through and including January 8, 2026 (the “Expiration Date”), subject to the following terms and conditions set out in this Warrant, unless otherwise accelerated. On the Expiration Date, the Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire
