SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2019, by and between IMAGING3, INC., a Delaware corporation, with headquarters located at 4919 Noeline Ave., Encino, CA 91436 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2019, by and between IMAGING3, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT IMAGING3, INC.Security Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $600,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware 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 Imaging3, Inc., a Delaware corporation (the “Company”), up to 16,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 31, 2019, by and among the Company and the H
SHARE EXCHANGE AGREEMENT and PLAN of REORGANIZATION by and among IMAGING3, INC., A DELAWARE CORPORATION, GRAPEFRUIT BOULEVARD INVESTMENTS, INC., A CALIFORNIA CORPORATION and THE SHAREHOLDERS OF GRAPEFRUIT BOULEVARD INVESTMENTS, INC. NAMED HEREIN Dated...Share Exchange Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of May 31, 2019, is by and among Imaging3, Inc, a Delaware Corporation (“IGNG”), Grapefruit Boulevard Investments, Inc., a California corporation (“GBI”), and the shareholders of GBI set forth in Exhibit # C-1 hereto (the “Shareholders”) (of which each is individually a “Party,” and collectively the “Parties”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto. This Agreement supersedes the Share Exchange Agreement by and among the parties dated April 27, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
This Employment Agreement (this “Agreement”) is entered into by and between GRAPEFRUIT BOULEVARD INVESTMENTS, INC. doing business as ‘Kali Kanna Distribution’, ‘Kali Kanna Farms’, ‘High Voltage Distribution’ (the “Company”) and KRISTIAN BRIANNE CONTRERAS (“Employee”) as of November 19, 2018. Company and Employee are collectively referred to herein as “the Parties.” In consideration of the mutual promises and covenants contained in this Agreement, Employee and the Company agree as follows:
GROUND LEASE AGREEMENT by and between 1COACHILLIN’ HOLDINGS LLC, a California limited liability company (“Landlord”) and GRAPEFRUIT BLVD INVESTMENTS a California company (“Tenant”)Ground Lease Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus
SETTLEMENT AGREEMENTSettlement Agreement • July 25th, 2019 • Imaging3 Inc • X-ray apparatus & tubes & related irradiation apparatus • California
THIS SETTLEMENT AGREEMENT (“Agreement”) is dated as of July 03 2019 and is made by and between Greenberg Glusker Fields Claman & Machtinger LLP (“GG”), on the one hand, and IMAGING3, Inc. a Delaware corporation (the “Company” or “IGNG” and together with GG the “Parties”), on the other hand, with reference to the following facts.
