SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 11, 2018, by and between ZERO GRAVITY SOLUTIONS, INC., a Nevada corporation, with headquarters located at 190 NW Spanish River Blvd., Suite 101, Boca Raton, FL 33431 (the “Company”), and CROSSOVER CAPITAL FUND I, LLC, a Washington limited liability company, with its address at 365 Ericksen Ave., NE #315, Bainbridge Island, WA 98110 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT ZERO GRAVITY SOLUTIONS, INC.Security Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the $94,500.00 convertible promissory note issued to the Holder (as defined below) of even date) (the “Note”), Crossover Capital Fund I, LLC, a Washington limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Zero Gravity Solutions, Inc., a Delaware corporation (the “Company”), 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant). This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 11, 2019, by an
COMMON STOCK PURCHASE WARRANT ZERO GRAVITY SOLUTIONS, INC.Security Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the $136,000.00 convertible promissory note issued to the Holder (as defined below) of even date) (the “Note”), Crossover Capital Fund I, LLC, a Washington limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Zero Gravity Solutions, Inc., a Delaware corporation (the “Company”), 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant). This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 11, 2018, by
ZERO GRAVITY SOLUTIONS, INC. 12% SERIES B SECURED CONVERTIBLE PROMISSORY NOTEConvertible Note Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
FOR VALUE RECEIVED ZERO GRAVITY SOLUTIONS, INC., a company organized under the laws of Nevada (the “Company”), hereby promises to pay to [ payee name ] (the “Payee” or “Noteholder”), or [his/her/its] registered assigns, the principal amount of [ amt. ] Dollars ($[ amt. ] USD) together with interest thereon calculated from the Interest Commencement Date (as hereinafter defined) in accordance with the provisions of this 12% Series B Secured Convertible Promissory Note (as amended, modified and supplemented from time to time, this “Note” and together with any other Notes issued in the Offering (as hereinafter defined) or upon transfer or exchange, the “Notes”). The Company is offering Notes and Common Stock Purchase Warrants (the “Warrants”) to certain Members of the Board of Directors of the Company and other “accredited investors” as such term is defined in Rule 501(i) of Regulation D promulgated under the Act (the “Offering”).
ZERO GRAVITY SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIESSubscription Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
Zero Gravity Solutions, Inc., a Nevada corporation (the “Company”), is offering (this “Offering”) for sale to “accredited investors” as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), 12% Series B Ssecured Convertible Promissory Note (each a “Note” or the “Notes”) and a warrant to purchase a number of shares of the Company’s Common Stock equal to the principal face amount of the Note subscribed for hereunder (each a “Warrant” or the “Warrants”). As used herein, the Note, Warrants and shares of Common Stock issuable upon conversion of the Notes and the exercise of the Warrants shall be referred to collectively as the “Securities.”)
EXCHANGE AND RELEASE AGREEMENTExchange and Release Agreement • June 13th, 2019 • Zero Gravity Solutions, Inc. • Agricultural services • Nevada
This Exchange and Release Agreement (this “Agreement”), dated as of ______________ (the “Effective Date”), is entered into by and between Zero Gravity Solutions, Inc., a Nevada corporation (the “Company”), and the undersigned noteholder (the “Noteholder” and together with the Company, the “Parties”).
