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”).
COMMON STOCK PURCHASE WARRANT MADISON TECHNOLOGIES, INC.Madison Technologies Inc. • June 23rd, 2021 • 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).
COMMON STOCK PURCHASE WARRANT MADISON TECHNOLOGIES, INC.Madison Technologies Inc. • January 25th, 2024 • Retail-miscellaneous retail
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, Warren Zenna, or it’s 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 9/01/22 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on 9/01/26 (the “Termination Date) but not thereafter, to subscribe for and purchase from Madison Technologies, Inc. (the “Company”), 500,000 shares, 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 • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail
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”).
GUARANTY AGREEMENTGuaranty Agreement • January 25th, 2024 • 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, 2024Madison Technologies Inc. • June 23rd, 2021 • 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 • August 26th, 2022 • 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 • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February , 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”).
ASSIGNMENT AGREEMENTAssignment Agreement • August 26th, 2022 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
ASSIGNMENT AGREEMENT (the “Agreement”), dated as of July 20, 2020, by and between Joseph Gallo (“Assignor”) and Jeffrey M. Canouse (“Assignee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February __, 2023, by and between MADISON TECHNOLOGIES INC., a Nevada corporation, with its address at 450 Park Avenue, 30th Floor, New York, NY 10022 (the “Company”), and _____________________, a _______________, with its address at ___________(the “Buyer”).
ACQUISITION AGREEMENTAcquisition Agreement • August 26th, 2022 • Madison Technologies Inc. • Retail-miscellaneous retail • Nevada
THIS ACQUISITION AGREEMENT, dated as of July 17, 2020 (this “Agreement”), is by and among MADISON TECHNOLOGIES, INC., a publicly traded Nevada corporation (“MDEX”), and LUXURIE LEGS, LLC, a Delaware limited liability company and holder of the Casa Zeta-Jones Brand Licensing Agreement (the “Seller”).
MINERAL PROPERTY AGREEMENTMineral Property Agreement • November 4th, 2005 • Madison Explorations Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • October 21st, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This STOCK ACQUISITION AGREEMENT (this “Agreement”), dated as of October 20. 2021, is entered into by and among Madison Technologies, Inc., a Nevada corporation (“Acquiror”), Top Dog Productions, Inc., a California corporation doing business as “The Jay and Tony Show” (the “Company”), Jay Blumenfield and Anthony Marsh (each, a “Transferor” and collectively, the “Transferors”). Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
ASSET PURCHASE AGREEMENT by and between SOVRYN HOLDINGS, INC. as Buyer, and D’AMICO BROTHERS BROADCASTING, CORP. as Seller Dated as of August 31, 2021 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 8th, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 31, 2021 (the “Effective Date”), by and between SOVRYN HOLDINGS, INC., a Delaware corporation (“Buyer”), and D’AMICO BROTHERS BROADCASTING, CORP., a California corporation (“Seller”) (each a “Party” and, collectively, the “Parties”).
LIMITED WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, NOTES, WARRANTS AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase Agreement • September 28th, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail
This Limited Waiver and First Amendment to Securities Purchase Agreement, Notes, Warrants and Registration Rights Agreement (this “Amendment”) is made and entered into as of September 23, 2021 by and among Madison Technologies, Inc., a Nevada corporation (the “Company”), each purchaser of the Notes (as defined below) party hereto (each a, “Purchaser” and collectively, the “Purchasers”) and Arena Investors, LP, in its capacity as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 3rd, 2016 • Madison Technologies Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
LIMITED GUARANTOR PLEDGE AGREEMENTLimited Guarantor Pledge Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail
This LIMITED GUARANTOR PLEDGE AGREEMENT, dated as of February 17, 2021 (together with all amendments, if any, from time to time hereto, this “Guaranty”) is made by (a) Philip Falcone, an individual with a principal residence located at (“Falcone”), (b) FFO 1 2021 Irrevocable Trust (“FFO-1”), (c) FFO 2 2021 Irrevocable Trust (“FFO-2”) and (d) KORR Value, LP (“KORR”, and together with Falcone, FFO-1 and FFO-2, and each of their respective heirs, executors, administrators, representatives, successors and assigns, each, a “Pledgor”, and collectively, the “Pledgors”) in favor of ARENA INVESTORS, L.P., in its capacity as agent under the Purchase Agreement referred to below (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
SECOND AMENDMENT TO STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • May 24th, 2022 • Madison Technologies Inc. • Retail-miscellaneous retail
This SECOND AMENDMENT TO STOCK ACQUISITION AGREEMENT (this “Amendment”), dated as of May 23, 2022, is to that certain Stock Acquisition Agreement dated as of October 20, 2021 (as amended by that certain Amendment to Stock Acquisition Agreement dated as of December 19, 2021, the “Original Agreement” and, as amended by this Amendment, the “Agreement”) entered into by and among Madison Technologies, Inc., a Nevada corporation (“Acquiror”), Top Dog Productions, Inc., a California corporation doing business as “The Jay and Tony Show” (the “Company”), Jay Blumenfield and Anthony Marsh (each, a “Transferor” and collectively, the “Transferors” and, with the Company and the Acquiror, the “Parties” ).
PARTIAL STRICT FORECLOSURE AGREEMENTPartial Strict Foreclosure Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This PARTIAL STRICT FORECLOSURE AGREEMENT (this “ Agreement”) is made and entered into as of the 1st day of February, 2023 by and among MADISON TECHNOLOGIES, INC., a Nevada corporation (the “Company”), SOVRYN HOLDINGS, INC., a Delaware corporation (“Sovryn,” and together with the Company, each a “Debtor,” and collectively, the “Debtors”), Philip Falcone (“Falcone”), FFO 1 TRUST (“FFO-1”), FFO 2 TRUST (“FFO-2”) KORR VALUE, LP (“KORR”, and together with the Company, Sovryn, Falcone, FFO-1 and FFO-2, each an “Obligor” and collectively, the “Obligors”), STATION BREAK HOLDINGS, LLC, a Delaware limited liability corporation (together with its successors and assigns, designees, or subsidiaries, the “Ultimate Parent “), the several financial institutions from time to time party to the Purchase Agreement referred to below, as purchasers and holders (each a “Secured Party” and collectively, the “Secured Parties”) and ARENA INVESTORS, L.P., as agent for the Secured Parties (in such capacity, toge
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”).
FIRST AMENDMENT TO LIMITED GUARANTOR PLEDGE AGREEMENTPledge Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail
THIS FIRST AMENDMENT TO LIMITED GUARANTOR PLEDGE AGREEMENT, dated as of September 24, 2021 (this “First Amendment”), is by and among (a) Philip Falcone, an individual with a principal residence located at 22 East 67th Street, New York, NY 10065 (“Falcone”), (b) FFO 1 Trust (“FFO-1”), (c) FFO 2 Trust (“FFO-2”), (d) KORR Value, LP (“KORR”, and together with Falcone, FFO-1 and FFO-2, and each of their respective heirs, executors, administrators, representatives, successors and assigns, each, a “Pledgor”, and collectively, the “Pledgors”) and (e) Arena Investors, L.P., in its capacity as agent under the Purchase Agreement referred to in the Original Pledge Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
ContractMadison Technologies Inc. • January 25th, 2024 • Retail-miscellaneous retail • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This LIMITED GUARANTY AGREEMENT, dated as of February 17, 2021 (together with all amendments, if any, from time to time hereto, this “Guaranty”) is made by (a) Philip Falcone, an individual with a principal residence located at (“Falcone”), (b) Kenneth Orr, an individual with a principal residence located at (“Orr”), (c) FFO 1 2021 Irrevocable Trust (“FFO-1”), (d) (c) FFO 2 2021 Irrevocable Trust (“FFO-2”) and (e) KORR Value, LP (“KORR”, and together with Falcone, Orr, FFO-1 and FFO-2, and each of their respective heirs, executors, administrators, representatives, successors and assigns, each, a “Limited Guarantor”, and collectively, the “Limited Guarantors”) in favor of ARENA INVESTORS, L.P., in its capacity as agent under the Purchase Agreement referred to below (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
EXCHANGE AGREEMENTExchange Agreement • September 28th, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 16th day of September 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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 2nd, 2014 • Madison Explorations, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
This asset purchase agreement (“Agreement”) dated for reference May 28, 2014, between Madison Explorations, Inc., a Nevada corporation (“MDEX”) with offices at 2825 E. Cottonwood Parkway, Suite 500, Salt Lake City, Utah 84121_and Brent Inzer an Individual located at 26895 Aliso Creek Road Suite #B-160, Aliso Viejo, California 92656 (the “Vendor”) and collectively referred to as the “Parties.”
LOCAL MARKETING AGREEMENTLocal Marketing Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
This Local Marketing Agreement (“Agreement”) is made and entered into as of this 1st day of February, 2023 (the “Effective Date”), by and among SOVRYN HOLDINGS, INC., a Delaware corporation (the “Licensee”) and STATION BREAK OPERATING, LLC, a Delaware limited liability company (the “Broker”). For purposes of this Agreement, Licensee and Broker each may be referred to individually as a “Party,” and together as the “Parties.”
MADISON TECHNOLOGIES, INC. CONSULTANT AGREEMENTConsultant Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • Nevada
THIS CONSULTANT AGREEMENT (“Agreement”) is made and entered into as of the Effective Date on the Signature Page hereof, by and between Madison Technologies, Inc., a Nevada corporation (the “Company”), and GreenRock LLC, a Wyoming limited liability company (“Consultant”).
Asset Purchase Agreement by and between Sovryn Holdings, Inc., as Buyer, and Lotus TV of Phoenix LLC, as Seller Dated as of July 13, 2021Asset Purchase Agreement • July 21st, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail
This Asset Purchase Agreement, dated as of July 13, 2021 (this “Agreement”), is between Sovryn Holdings, Inc., a Delaware corporation (“Buyer”), and Lotus TV of Phoenix LLC, an Arizona limited liability company (“Seller”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 13.1.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 30th, 2021 • Madison Technologies Inc. • Retail-miscellaneous retail • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of June 9, 2021 by and between Local Media TV Chicago, LLC, a Delaware limited liability company (“Seller”) and Sovryn Holdings, Inc., a Delaware corporation (“Buyer”).
EXCHANGE AGREEMENTExchange Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 8th day of November 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”).
AMENDED AND RESTATED SECURED LOAN AND SECURITY AGREEMENTSecured Loan and Security Agreement • May 24th, 2022 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
THIS AMENDED AND RESTATED SECURED LOAN AND SECURITY AGREEMENT (this “A&R Agreement”) is entered into effective as of May 23, 2022, by and between Madison Technologies, Inc., a Nevada corporation (“Lender”), and Top Dog Productions, Inc., a California corporation doing business as “The Jay and Tony Show” (“Borrower”).
RESTRUCTURING AGREEMENT by and amongRestructuring Agreement • January 25th, 2024 • Madison Technologies Inc. • Retail-miscellaneous retail • New York
PRODUCT LICENSE AGREEMENTProduct License Agreement • September 19th, 2016 • Madison Technologies Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
TUFFY PACKS, LLC, a Texas corporation, with an executive office located at 6726 Seinfeld Court, Houston, Texas, 77069, and email Steve@TuffyPacks.com
Share Transfer AgreementShare Transfer Agreement • July 9th, 2018 • Madison Technologies Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT WITNESSES THAT in consideration of the price of $3,000 USD (the “Purchase Price”), the receipt of which is herby acknowledged, and in reliance of the agreements, representations and warranties of the Purchaser, the Transferor hereby agrees to sell 3,088,500 units of the common stock (the “Shares”) of Madison Technologies Inc. (the “Corporation”) represented by Share certificate number 201 to the Purchaser free and clear of all liens, charges and encumbrances.