REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec
This Agreement is made pursuant to the Convertible Note Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 21, 2022Endexx Corp • April 8th, 2021 • Services-business services, nec • Florida
THIS IS A 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE of Endexx Corporation, a Nevada corporation (the “Company”), having its principal place of business at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (this “Note”), which represents a duly authorized and validly issued debt of the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of October 11th 2019, by and between CBD Unlimited, Inc a/k/a Endexx Corporation, a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
COMMON STOCK PURCHASE WARRANT ENDEXX CORPORATIONEndexx Corp • April 8th, 2021 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Apollo Management SPV LLC, a Florida limited liability company, or its 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 March 5, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Endexx Corporation, a Nevada corporation (the “Company”), up to 3,111,1111 (in any event, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This SECURITY AGREEMENT, dated as of January 22, 2021 (this “Agreement”), is between Endexx Corporation, a Florida corporation (the “Company”), and Apollo Management SPV LLC, a Florida limited liability company, as the holder of the Company’s 12% Senior Secured Convertible Promissory Note(s), in the original aggregate principal amount of $1,250,000.00, subject to increase through the issuance by the Company of additional senior secured convertible promissory notes from time to time (collectively, the “Note(s)”) and its endorsees, transferees, and assigns (collectively, the “Secured Party”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of January 22, 2021, by and between Apollo Management SPV LLC, a Florida limited liability company with offices located at 7050 Aloma Avenue, Winter Park, Florida 32792 (“SPV” or the “Purchaser”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx” or the “Company”).
UPDATE AGREEMENTUpdate Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec
This Update Agreement (this “Agreement”) is entered effective as of the 1st day of February, 2021 (the “Effective Date”), by and between ENDEXX Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“ENDEXX”), and M2B Funding Corp., a Florida corporation with offices located at 20801 Biscayne Blvd., Suite 307, Aventura, Florida 33180 (“M2B”; and, collectively with ENDEXX, the “Parties”). The Parties are signatories to (i) a Securities Purchase Agreement (the “SPA”), (ii) three Senior Secured Convertible Promissory Notes1 (collectively, the “Notes”), and (iii) a related Security Agreement (the “Security Agreement”). The Parties wish (x) to reaffirm the enforceability of the SPA and the Security Agreement, (y) to amend certain aspects of each of the Notes, and (z) for ENDEXX to grant to M2B an option for the purchase of shares of common stock of ENDEXX, all as set forth with more particularity hereinbelow.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of January 22, 2021, by Endexx Corporation, a Nevada corporation (the “Grantor”), is in favor of Apollo Management SPV LLC, a Florida limited liability company (the “Secured Party”).
PERCENTAGE PAYMENT AGREEMENTPercentage Payment Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec • Florida
This Percentage Payment Agreement (this “Agreement”), dated as of January 22, 2021 (the “Effective Date”), is by and between Apollo Management Group, Inc., a Florida corporation with offices located at 7050 Aloma Avenue, Winter Park, Florida 32792 (“Apollo”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx”; collectively, with Apollo, the “Parties,” or each, individually, a “Party”).
WARRANT MODIFICATION AND CLARIFICATION AGREEMENTWarrant Modification and Clarification Agreement • April 8th, 2021 • Endexx Corp • Services-business services, nec
This Warrant Modification and Clarification Agreement (this “Agreement”) is by and between Endexx Corporation, a Nevada corporation formerly known as CBD Unlimited, Inc. (the “Company”), and Apollo Capital Corp., a Florida corporation (“Apollo”) and as is effective as of this 31st day of March, 2021 (the “Effective Date”).
