REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Company”), and TALOS VICTORY FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). 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 GZ6G TECHNOLOGIES CORP.Security Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), Talos Victory 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 GZ6G Technologies Corp., a Nevada corporation (the “Company”), 560,000 shares of Common Stock (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 December 16, 2021, by and among the Company and the Holder (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and TALOS VICTORY FUND, LLC, a Delaware limited liability company, with its address at 348 Cambridge Street #101, Woburn, MA 01801 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT GZ6G TECHNOLOGIES CORP.Warrant Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Finder’s Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (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 during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 10,487 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 November 19, 2021, by and among the Company and the Introduced Party (as defined in the Finder’s Fee Agreement).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
AMENDMENT #1 TO THE COMMON STOCK PURCHASE WARRANT ISSUED ON NOVEMBER 10, 2021Common Stock Purchase Warrant Amendment • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications
THIS AMENDMENT #1 to the Warrant (as defined below) (the “Amendment”) is entered into as of December 7, 2021 (the “Effective Date”), by and between GZ6G Technologies Corp., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
Re: Finder’s Fee Agreement Dear William Coleman Smith Jr.:Finder’s Fee Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • New York
As you know, GZ6G Technologies Corp. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer to third-party investors (each, an “Introduced Party”).
