SUBSIDIARY GUARANTEESubsidiary Guarantee • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations • New York
This SUBSIDIARY GUARANTEE, dated as of January _, 2020 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Harbor Gates Capital, LLC (together with their permitted assigns, the “Secured Parties”).
SECURITY AGREEMENTSecurity Agreement • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of January _, 2020 (this “Agreement”), is by and between Cardax, Inc., a Delaware corporation (the “Debtor”) and Harbor Gates Capital, LLC (the “Payee”), its endorsees, transferees, and assigns (collectively, with the Payee, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations
This Securities Purchase Agreement (this “Agreement”) is dated as of January _, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and Harbor Gates Capital, LLC, a Wyoming limited liability company (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
ContractSecured Convertible Promissory Note • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations
NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PERSONAL GUARANTYPersonal Guaranty • January 27th, 2020 • Cardax, Inc. • Pharmaceutical preparations
This Personal Guaranty (the “Personal Guaranty”) is made by David G. Watumull, an individual with an address at c/o Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Guarantor”), favor of Harbor Gates Capital, LLC, a Wyoming limited liability company (the “Payee”), and in connection with that certain Securities Purchase Agreement between Cardax, Inc., a Delaware corporation (the “Payor”), and the Payee, dated January _, 2020 (the “SPA”). Pursuant to the SPA, the Payor sold and issued a Convertible Promissory Note in the original aggregate principal amount of $262,500 (the “Note”) in favor of the Payee.
