SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2017 • Cardiff International Inc • Retail-eating places • New York
This Securities Purchase Agreement (this "Agreement") is dated as of April 21, 2017, between Cardiff International, Inc., a Florida corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE APRIL 21, 2018Convertible Security Agreement • April 26th, 2017 • Cardiff International Inc • Retail-eating places • New York
THIS Original Issue Discount CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Promissory Notes of Cardiff International, Inc., a Florida corporation, (the "Company"), having its principal place of business at 401 East Las Olas Boulevard, Suite 1400, Fort Lauderdale, FL 33301, designated as its Original Issue Discount Convertible Promissory Note due April 21, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").
COMMON STOCK PURCHASE WARRANT CARDIFF INTERNATIONAL, INC.Warrant Agreement • April 26th, 2017 • Cardiff International Inc • Retail-eating places • New York
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, MEF I, L.P. 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 the date hereof (the "Initial Exercise Date") and on or prior to 11:59 P.M. New York Time on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Cardiff International, Inc., a Florida corporation (the "Company"), up to 1,885,715 shares (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).
