INDEMNIFICATION AGREEMENTIndemnification Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March 27th, 2020 (the “Effective Date”) by and between, on the one hand, GamePlan, Inc., a Nevada corporation (“GamePlan”), jointly and severally with its wholly-owned subsidiary, Athena Bitcoin, Inc., a Delaware corporation (“Athena”) (collectively, the “Company”), and the undersigned individual (“Indemnitee”). The Company and Indemnitee are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of January ___, 2020 by and among GamePlan, Inc., a Nevada corporation (the “Company”), the Lead Investor as listed on Schedule A, and the Key Holders, and any Additional Investor (as defined in that certain Securities Purchase Agreement dated of even date herewith (the “Purchase Agreement”)) that becomes a party to this Agreement in accordance with its terms. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the January , 2020, by and among GamePlan, Inc., a Nevada corporation (the “Company”), the Lead Investor and each of the investors listed on Schedule A, each of which together with the Lead Investor is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B, each of whom is referred to herein as a “Key Holder”, and any Additional Investor (as defined in that certain Securities Purchase Agreement dated of even date herewith (the “Purchase Agreement”)) that becomes a party to this Agreement in accordance with Section 6.9. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
Athena Bitcoin, Inc., Incentive Stock Option AgreementIncentive Stock Option Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of _____________, 20____, by and between Athena Bitcoin, Inc., a Delaware corporation (the “Company”) and ___________________(the “Participant”).
VOTING AGREEMENT by and among, on the one hand, GAMEPLAN, INC., a Nevada corporation and KEY HOLDERS AS LISTED HEREIN and KGPLA HOLDINGS LLC, AS THE LEAD INVESTOR, AND THE OTHER INVESTORS LISTED HEREIN dated as of January ___, 2020Voting Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
GENESIS COIN INC. PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • California
THIS PURCHASE AND SALE AGREEMENT is entered into this 1st day of October, 2015, by and between Athena Bitcoin, Inc. (hereinafter "Buyer"), with business offices located at 440 S La Salle St Ste 2101, Chicago IL 60605 and Genesis Coin, Inc. (hereinafter "Company"), a Delaware corporation.
ContractSecured Convertible Promissory Note • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LETTERHEAD OF ATHENA BITCOIN] Notice of AmendmentSimple Agreement for Future Tokens (Saft) • December 3rd, 2021 • Athena Bitcoin Global • Finance services
Reference is hereby made to the Simple Agreement for Future Tokens (the “SAFT”) entered into by you and Athena Bitcoin, Inc. (the “Company”). Capitalized terms used and not otherwise defined in this notice shall have the meaning set forth in the SAFT. As you know, Section 6(a) of your SAFT permits Athena Bitcoin, Inc. and the holder(s) of a majority of the Purchase Amounts to amend the SAFT. The Company has structured a potential transaction in which all the issued and outstanding shares of the Company shall be contributed to GamePlan, Inc., a Nevada corporation (“GP”) in exchange for shares of common stock of GP (the “Proposed Transaction”). The Proposed Transaction will constitute a Corporate Transaction upon consummation thereof. In connection with the Proposed Transaction, the Company and Michael Komaransky, in his capacity as the holder of a majority of the Purchase Amounts under all SAFTs issued by the Company, entered into an omnibus amendment amending all SAFTs to provide, in g
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) to that certain Securities Purchase Agreement dated January 31, 2020 (the “Purchase Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and among Athena Bitcoin Global (f/k/a GamePlan, Inc.), a Nevada corporation (“Company”), and KGPLA Holdings, LLC, a Delaware limited liability company (“Lead Investor”) on behalf of itself and other investors (collectively, the “Investors”). Company and the Investors are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of July 26, 2019, by and between ATHENA BITCOIN INC., a Delaware corporation (“Borrower”), having its principal place of business and chief executive offices located at 211 West Wacker Drive, Suite 900B, Chicago, Illinois 60606, Attention: Eric Gravengaard, CEO and SWINGBRIDGE CRYPTO III LLC, an Illinois limited liability company (“Lender”), having an office at 600 West Jackson Boulevard, Suite 100, Chicago, Illinois 60661, Attention: Thomas Kerestes, Manager.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Nevada
THIS SHARE EXCHANGE AGREEMENT is made this 14 th day of January, 2020, by and between GamePlan, Inc., a Nevada corporation ("GPI"), Athena Bitcoin, Inc., a Delaware corporation ("ATHENA"), and certain shareholders of ATHENA listed on the attached Schedule I ("ATHENA Shareholders"), and specifically incorporated herein by reference (ATHENA and ATHENA Shareholders shall be hereinafter jointly referred to as "ATHENA Parties").
FIRST AMENDMENT TO VOTING AGREEMENTVoting Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this “Amendment”) to that certain Voting Agreement dated January 31, 2020 (the “Voting Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and among Athena Bitcoin Global (f/k/a GamePlan, Inc.), a Nevada corporation (“Company”), KGPLA Holdings, LLC, a Delaware limited liability company (“Lead Investor”), and Eric Gravengaard (“Key Holder”). Company, Lead Investor and Key Holder are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Voting Agreement.
ContractSimple Agreement for Future Tokens • December 3rd, 2021 • Athena Bitcoin Global • Finance services
THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
ORAL PURCHASE AND SALE AGREEMENT BETWEEN GENESIS COIN INC. AND ATHENA BITCOIN, INC.Purchase and Sale Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services
Reference is made to that certain Genesis Coin Inc. Purchase and Sale Agreement (the “Agreement”), dated as of October 1, 2015, by and between Athena Bitcoin, Inc. (the “Company”) and Genesis Coin, Inc. (the “Seller”). Capitalized terms used in the Agreement apply to this oral agreement between the parties.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
This Securities Purchase Agreement (this “Agreement”) is dated as of June__, 2021 (the “Effective Date”), by and among Athena Bitcoin Global, a Nevada corporation (the “Company”), and the investor(s) identified on the signature page hereto (each an “Investor” and collectively “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of January 31, 2020 (the “Agreement Date”), is entered into by and among, on the one hand, GamePlan, Inc., a Nevada corporation with a business address of 2700 E. Sunset Rd., Ste. 13, Las Vegas, NV 89120 (the “Issuer”) and Athena Bitcoin, Inc., a Delaware corporation with a registered address of 300 E. Delaware Ave., Ste. 210-A and business address of 211 W. Wacker Drive, Chicago, IL 60606 (the “Company”), and, on the other hand, KGPLA Holdings, LLC, a Delaware limited liability company (the “Lead Investor”) and each of the investors (each an “Investor” and, collectively, the “Investors”) listed on Exhibit A attached to this Agreement (the “Schedule of Investors”). Each of the Issuer, the Company and the Investors are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) to that certain Loan Agreement dated August 22, 2018 (the “Loan Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and among Athena Bitcoin, Inc., a Delaware corporation (“Borrower”) and Michael Komaransky, an individual (“Lender”). Athena Bitcoin Global (f/k/a GamePlan, Inc.), a Nevada corporation (“Parent”), the parent company of Borrower, hereby joins this Amendment as a party added to the Loan Agreement by virtue hereof. Borrower, Lender and Parent are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
LOAN RESTRUCTURING AND RELATED AMENDMENTS AGREEMENTLoan Restructuring Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware
THIS LOAN RESTRUCTURING AND RELATED AMENDMENTS AGREEMENT (the “Agreement”) is entered into and effective as of the date last written below (the “Effective Date”), by and among Athena Bitcoin Global, a Nevada corporation (the “Company”), its subsdidiary Athena Bitcoin, Inc. (“Subsidiary”), a Delaware corporation, and Eric Gravengaard, an executive officer and director and more than 10% shareholder of the Company and Subsidiary (“Key Holder”), on the one hand, and Mike Komaransky, a Florida individual (the “Lender”) and KGPLA Holdings LLC, a Delaware limited liability company (the “Lead Investor”), on the other hand, in respect of: (i) that certain Loan Agreement dated August 22, 2018 by and between Subsidiary and Lender (the “Bitcoin Loan Agreement”); (ii) that certain Securities Purchase Agreement dated January 31, 2020 by and among Company and Subsidiary, on the one hand, and the investors listed therein including Investor (the “Purchase Agreement”); and (iii) that certain Voting Agre
ATHENA BITCOIN, INC. WARRANTWarrant Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
EXHIBIT D SECURITY AGREEMENTSecurity Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Illinois
THIS SECURITY AGREEMENT dated as of the date last written below (the “Effective Date”) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among, on the one hand, Athena Bitcoin, Inc., a Delaware corporation (“Borrower”) and Athena Bitcoin Global (f/k/a GamePlan, Inc.), a Nevada corporation (“Parent”, and together with Borrower, “Grantor”), and on the other hand, Michael Komaransky, an individual (“Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Loan Agreement dated as of August 22, 2018, as amended and in effect in accordance with its terms (the “Loan Agreement”).
