REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchasers (the “Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This SECURITY AGREEMENT, dated as of February 17, 2021 (this “Agreement”), is by and among Madison Technologies, Inc., a Nevada corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that become party hereto following the date hereof (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”), the Secured Parties (as defined below) and Arena Investors, LP as agent for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
COMMON STOCK PURCHASE WARRANT MADISON TECHNOLOGIES, INC.Common Stock Purchase Warrant • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 May 17, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 17, 2026 (the “Termination Date) but not thereafter, to subscribe for and purchase from Madison Technologies, Inc., a Nevada corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
GUARANTY AGREEMENTGuaranty Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of February 17, 2021 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the Purchasers from time to time party to the Securities Purchase Agreement (as defined below) (together with their respective successors and assigns, including, any future holder of the Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreement (as defined below).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE February 17, 2024Convertible Security Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Madison Technologies, Inc., a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 450 Park Avenue, New York, NY 10022, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due February 17, 2024 (the “Note”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • Nevada
This SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into as of February 16, 2021, by and among Madison Technologies, Inc., a Nevada corporation (the “Buyer”), Sovryn Holdings, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company identified on Exhibit A attached hereto (each a “Shareholder” and collectively, the “Shareholders”).Capitalized terms used in this Agreement are defined in Annex A attached hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February 17, 2021, by and among Madison Technologies, Inc., a Nevada corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • June 23rd, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 16th day of February 2021, by and between, Madison Technologies, Inc., a Nevada corporation (the “Company”), and such persons listed on Schedule I who have executed a signature page to this Agreement (each, an “Investor”).
