NFTN 8-K
NFiniTi inc. (NFTN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 20, 2025, NFiniTi 2 Inc. (“Subsidiary”), a private Nevada corporation and wholly owned subsidiary of NFiniTi Inc. (the “Company”), entered into a Share Exchange Agreement (the “Purchase Agreement”) with Metavox Holdings LLC (“Metavox”). Additionally, the Company issued a Convertible Promissory Note to the Subsidiary. Key terms are as follows:
| · | Share Exchange Agreement: |
| o | The Subsidiary acquired all issued and outstanding membership interests of Metavox. |
| o | In exchange, the Subsidiary issued equity interests representing 90% of its total issued and outstanding equity to Metavox’s members, all of whom represented their status as accredited investors. |
| o | The remaining 10% of the Subsidiary’s equity was issued to the Company as a dividend. |
| o | Metavox will operate as a wholly owned subsidiary of the Subsidiary, which remains a private subsidiary of the Company. |
| o | Metavox designates three of the five members of the Subsidiary’s Board of Directors, expected to have expertise in web3 or blockchain technology, with the Company designating the remaining two. Final appointments will be disclosed in subsequent filings. |
| o | The transaction is intended to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code, pending legal confirmation. |
| o | The use of NFiniTi 2 Inc., distinct from NFiniTi 1 Inc. in the CyberSyn acquisition (Form 8-K, filed May 20, 2025), reflects separate holding structures for diversified operations. |
| · | Convertible Promissory Note: |
| o | The Company issued a $500,000 convertible promissory note to the Subsidiary on May 20, 2025. |
| o | Subject to a 50% original issue discount, resulting in a funding amount of $250,000. |
| o | Bears interest at 15% per annum and matures on May 20, 2027. |
| o | Convertible into the Company’s common stock at a 25% discount to the lowest average daily trading price over the 30 trading days prior to conversion. |
| o | If the conversion price cannot be calculated due to absence of trading, the Board will determine the price based on the fair market value of the common stock, potentially using an independent valuation firm if required. |
| o | Conversion is subject to a 4.99% beneficial ownership limitation, expandable to 9.99% with 61 days’ written notice to the Company. |
| o | The 25% discount, consistent with the CyberSyn acquisition (Form 8-K, filed May 21, 2025), differs from the 75% discount in the Company’s $2,000,000 convertible note (Form 1-A, filed May 20, 2025) due to transaction-specific negotiated terms. |
The foregoing description is qualified by reference to the Purchase Agreement and Convertible Promissory Note, filed as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 20, 2025, the Subsidiary completed the acquisition of all issued and outstanding membership interests of Metavox Holdings LLC pursuant to the Purchase Agreement described in Item 1.01. The transaction closed following the satisfaction or waiver of all material conditions, including:
| · | Delivery of an assignment of Metavox’s membership interests to the Subsidiary. |
| · | Provision of a certificate of good standing for Metavox. |
| · | Completion of due diligence and absence of regulatory prohibitions. |
Overview of Metavox Holdings LLC:
| · | Business: Web3 initiative developing a hyper-realistic Metaverse platform built on Unreal Engine 5, integrating blockchain technology for secure, transparent transactions via its native Alpha Coin ($AMETA) and meta world NFTs. |
| · | Target Audience: Visitors, NFT holders, partners, and brands in the USA, China, and India. |
| · | Platform Features: |
| o | Immersive virtual experiences for social interaction, remote work, e-commerce, and gaming. |
| o | User-driven content creation with advanced AI tools for property development. |
| o | Central Business District, Alpha Stadium for live events, and social spaces. |
| o | Superior graphics and a decentralized ecosystem aiming to set a new standard in the Metaverse industry. |
| · | Revenue Model: |
| o | Digital real estate sales (residential and commercial plots). |
| o | Advertising via billboards and events. |
| o | Transaction fees (1-3% surcharge on $AMETA transactions). |
| o | In-game asset purchases for a planned AAA+ first-person shooter game. |
| o | Staking rewards paid in ETH. |
| · | Market Goals: Aims to establish a leading Metaverse platform, but goals are subject to significant risks, including competition, technological challenges, and regulatory hurdles, as detailed in the Company’s Form 1-A risk factors (filed May 20, 2025). |
| · | Regulatory Risks: Metavox’s blockchain and cryptocurrency operations are subject to extensive U.S. and international regulations (e.g., SEC, CFTC, FinCEN), and non-compliance could materially impact its business, per Form 1-A risk factors. |
| · | Management: Metavox’s operations will be overseen by a dedicated management team with web3 and blockchain expertise, to be appointed by the Subsidiary’s board, with details in future filings. |
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Company Context:
| · | The Company is a pre-revenue operating company focused on ready-to-drink alcoholic beverages through its subsidiary, Artisan Beverages, Inc., which manufactures branded canned cocktails. |
| · | The Subsidiary, NFiniTi 2 Inc., is a newly formed entity with no prior business operations, serving as a holding company for Metavox. |
| · | The note’s conversion may dilute existing shareholders, particularly if trading prices decline, as noted in the Form 1-A risk factors (filed May 20, 2025). |
| · | The acquisition diversifies the Company’s operations into the web3 and fintech technology sector, aligning with its strategy to expand into new industries to enhance shareholder value, as noted in the Form 1-A (filed May 20, 2025). |
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On May 20, 2025, the Subsidiary issued equity interests representing 90% of its total issued and outstanding equity to Metavox Holdings LLC’s members in connection with the acquisition described in Item 2.01. The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as all recipients represented their status as accredited investors. The equity interests bear restrictive legends as required by applicable securities laws.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
Prior to February 10, 2025, the Company was a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, with no significant operations or assets. Key developments include:
| · | February 10, 2025: Completed a reverse acquisition of Artisan Beverages, Inc., a Delaware corporation engaged in producing ready-to-drink alcoholic beverages, as reported in the Form 8-K filed on February 10, 2025. |
| · | Result: The Company ceased to be a shell company and became a pre-revenue operating company focused on the beverage industry, as detailed in the Form 1-A filed May 20, 2025. |
| · | May 20, 2025: Acquired Metavox Holdings LLC, as described in Item 2.01, further diversifying operations into web3 and fintech but not affecting its operating company status. |
This Form 8-K confirms the Company’s operating status, consistent with the Form 1-A (filed May 20, 2025).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
| · | Financial statements of Metavox Holdings LLC, a pre-revenue entity with limited financials, will be filed by amendment to this Form 8-K no later than 71 calendar days after the date this report is required to be filed (by August 1, 2025). The Company will provide all required financial data, including a balance sheet and statement of operations, as available. |
(b) Pro Forma Financial Information
| · | Pro forma financial information will be filed by amendment to this Form 8-K no later than 71 calendar days after the date this report is required to be filed (by August 1, 2025). |
(d) Exhibits
Exhibit No. |
| Description |
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| Convertible Promissory Note dated May 20, 2025, issued by NFiniTi Inc. to NFiniTi 2 Inc. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NFiniTi Inc. | |||
Date: May 20, 2025 | By: | /s/ Brian Johnston | |
| Name: | Brian Johnston | |
| Title: | Chief Executive Officer | ||
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EXHIBIT 10.1
| SHARE EXCHANGE AGREEMENT |
This Share Exchange Agreement (this “Agreement”) is entered into as of May 20, 2025 (the “Effective Date”), by and among NFiniTi 1 Inc. (the “Subsidiary”), a corporation and wholly owned subsidiary of NFiniTi Inc., a Nevada corporation (“NFTN”), and Metavox Holdings LLC., a Nevada limited liability company (“Metavox” or the “Private Company”). Each of the NFTN, Subsidiary and Metavox may be referred to herein individually as a “Party” and collectively as the “Parties.””
RECITALS
WHEREAS, NFiniTi 1 desires to acquire from Metavox all of the issued and outstanding membership interests of Metavox (the “Metavox Interests”), so that Metavox shall become a wholly-owned subsidiary of NFiniTi 1;
WHEREAS, in exchange for the Metavox Shares, NFiniTi 1 shall issue to Metavox equity representing ninety percent (90%) of the total issued and outstanding equity of NFiniTi 1, with the remaining ten percent (10%) to remain the property of NFTN;
WHEREAS, Metavox shall be entitled to designate three (3) of the five (5) members of the Board of Directors) of NFiniTi 1 and NFTN shall be entitled to designate two (2);
WHEREAS, NFTN shall provide NFiniTi 1 with access to a one million (1,000,000) dollar convertible note. Terms of the convertible note will be contained in the convertible note agreement;
WHEREAS, the Board of Directors of each of Metavox, NFiniTi 1 and NFTN has approved this Agreement and the transactions contemplated hereby, including the exchange of the Metavox Interests for equity in NFiniTi 1;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. EXCHANGE OF INTERESTS
1.1 Transfer of Interests.
At the Closing (as defined below), Metavox shall sell, assign, transfer, and deliver to NFiniTi 1 all of the Metavox Shares, free and clear of any liens, pledges, encumbrances, or third-party claims, and NFiniTi 1 shall accept and acquire all of the Metavox Interests.
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1.2 Issuance of Equity.
In exchange for the Metavox Interests, NFiniTi 1 shall issue to Metavox equity interests representing ninety percent (90%) of the total issued and outstanding equity of NFiniTi 1. The remaining ten percent (10%) of the equity of NFiniTi 1 shall be issued to NFTN as a dividend from NFiniTi 1.
1.3 Conversion Trigger.
In the event that NFiniTi 1 Inc. (or the business operations of Metavox) is spun off or otherwise separated from NFTN, whether by dividend, distribution, or other means (the “Spin-Off”), the ownership of NFiniTi 1 (or the spun-off entity) shall be as follows:
NFTN shall retain ten percent (10%) of the issued and outstanding equity of NFiniTi 1 (or the spun-off entity) immediately following the effectiveness of the Spin-Off.
Metavox shall receive ninety percent (90%) of the issued and outstanding equity of NFiniTi 1 (or the spun-off entity), less any equity interests or rights to equity that are required to be issued to NFTN as a result of Metavox financing arrangements or other contractual agreements to entered into prior to the Spin-Off.
1.4 Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures on a date mutually agreed by the parties, but in no event later than three (3) business days after the satisfaction or waiver of all conditions to closing set forth herein (the “Closing Date”), unless otherwise agreed by the parties in writing.
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| a) | Metavox shall deliver to NFiniTi 1 an assignment of the Metavox Interests duly executed by Metavox in favor of NFiniTi 1, together with all other instruments and documents reasonably requested by NFiniTi 1 to effectuate the transfer of the Metavox Interests to NFiniTi 1; and |
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| b) | NFiniTi 1 shall issue to Metavox the equity interests representing ninety percent (90%) of the total issued and outstanding equity of NFiniTi 1, and shall issue the remaining ten percent (10%) of the equity to NFTN as a dividend. |
1.5 Tax Treatment.
The parties intend that the transaction contemplated by this Agreement shall qualify as a tax-free reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and shall report the transaction consistently with such characterization.
2. REPRESENTATIONS AND WARRANTIES OF NFINITI 1
NFiniTi 1 hereby represents and warrants to Metavox as of the Effective Date and as of the Closing Date as follows:
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2.1 Organization and Good Standing.
NFiniTi 1 is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. NFiniTi 1 has all requisite corporate power and authority to own, lease, and operate its assets and to carry on its business as now conducted.
2.2 Authority and Authorization.
NFiniTi 1 has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by NFiniTi 1 and the consummation by NFiniTi 1 of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of NFiniTi 1. This Agreement has been duly executed and delivered by NFiniTi 1 and constitutes the legal, valid, and binding obligation of NFiniTi 1, enforceable against it in accordance with its terms.
2.3 No Conflict.
The execution, delivery, and performance by NFiniTi 1 of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
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| a) | conflict with or violate any provision of the articles of incorporation, bylaws, or other governing documents of NFiniTi 1; |
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| b) | conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or require any consent under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to the loss of any benefit under, any material contract, lease, agreement, permit, license, authorization, or other instrument or obligation to which NFiniTi 1 is a party or by which any of its properties or assets are bound; or |
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| c) | conflict with or violate any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or other restriction of any court or governmental authority to which NFiniTi 1 is subject or by which any of its assets or properties are bound. |
2.4 Consents and Approvals.
No consent, waiver, approval, order, permit, or authorization of, or registration, declaration, or filing with, any governmental entity or other third party is required by or with respect to NFiniTi 1 in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for filings required under applicable securities laws.
2.5 Litigation.
There is no action, suit, arbitration, proceeding, claim, or investigation pending or, to the knowledge of NFiniTi 1, currently threatened against NFiniTi 1 or any of its properties or assets before any court, arbitrator, or governmental authority.
2.6 Brokers.
NFiniTi 1 has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the transactions contemplated hereby.
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3. REPRESENTATIONS AND WARRANTIES OF METAVOX
Metavox hereby represents and warrants to NFiniTi 1 as of the Effective Date and as of the Closing Date as follows:
3.1 Organization and Good Standing.
Metavox is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada. Metavox has all requisite limited liability company power and authority to own, lease, and operate its assets and to carry on its business as now conducted.
3.2 Authority and Authorization.
Metavox has all necessary limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Metavox and the consummation by Metavox of the transactions contemplated hereby have been duly authorized by all requisite action of Metavox and its members. This Agreement has been duly executed and delivered by Metavox and constitutes the legal, valid, and binding obligation of Metavox, enforceable against it in accordance with its terms.
3.3 Ownership of Interests.
Jorge Guinovart is the sole and lawful owner of one hundred percent (100%) of the membership interests in Metavox, free and clear of any liens, pledges, encumbrances, options, claims, charges, restrictions, or rights of third parties. Upon the transfer of the Metavox Interests to Subsidiary A at the Closing, Subsidiary A will acquire good and valid title to one hundred percent (100%) of the issued and outstanding membership interests of Metavox, free and clear of any liens, claims, encumbrances, or restrictions.
3.4 No Conflict.
The execution, delivery, and performance by Metavox of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
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| a) | conflict with or violate the articles of organization or operating agreement of Metavox; |
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| b) | conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or require any consent under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to the loss of any benefit under, any material contract, lease, agreement, permit, license, authorization, or other instrument or obligation to which Metavox is a party or by which any of its properties or assets are bound; or |
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| c) | conflict with or violate any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or other restriction of any court or governmental authority to which Metavox is subject or by which any of its assets or properties are bound. |
3.5 Consents and Approvals.
No consent, waiver, approval, order, permit, or authorization of, or registration, declaration, or filing with, any governmental entity or other third party is required by or with respect to Metavox in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such filings as may be required under applicable securities laws.
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3.6 Litigation.
There is no action, suit, arbitration, proceeding, claim, or investigation pending or, to the knowledge of Metavox, currently threatened against Metavox or any of its properties or assets before any court, arbitrator, or governmental authority. Metavox is not subject to any judgment, order, or decree of any court or governmental agency, and there is no legal action or governmental proceeding pending or, to the knowledge of Metavox, threatened that would materially affect the legality, validity, or enforceability of this Agreement or the transactions contemplated hereby.
3.7 Compliance with Laws.
Metavox is in compliance in all material respects with all laws applicable to its business, operations, or properties. Metavox has not received any written notice of violation of any applicable law which has not been fully remedied.
3.8 Tax Matters.
Metavox has filed all material tax returns required to be filed by it and has paid all taxes shown to be due on such tax returns. Metavox has no material liability for unpaid taxes except as accrued in its books and records. There is no claim or assessment pending against Metavox for any alleged deficiency in any tax, and Metavox has no knowledge of any threatened claim for such assessment.
3.9 Financial Condition.
Metavox maintains accurate books and records and has provided NFiniTi 1 with access to any available financial statements or internal financial information reasonably requested. Metavox has no material liabilities or obligations, contingent or otherwise, other than as disclosed in writing prior to the Effective Date.
3.10 Disclosure.
No representation or warranty by Metavox contained in this Agreement, and no statement contained in any certificate or other document furnished or to be furnished by Metavox to NFiniTi 1 pursuant hereto, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.
4. COVENANTS AND AGREEMENTS
4.1 Governance of NFiniTi 1.
Metavox shall have the right to designate three (3) of the five (5) members of the Board of Directors of NFiniTi 1, and NFTN shall have the right to designate the remaining two (2) members. This composition of the Board is fixed and shall not be amended, modified, or reconstituted in any manner until the occurrence of a spin-off or comparable liquidity event.
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4.2 Spin-Off Mechanics.
NFTN shall use commercially reasonable efforts to effectuate a spin-off of NFiniTi 1 (or the business operations of Metavox) on such terms and conditions as may be approved by NFTN’s Board of Directors. The spin-off may occur through a dividend, distribution, or other separation of assets, liabilities, and/or operations into a new entity. The parties acknowledge and agree that:
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| a) | the Spin-Off shall be structured in a tax-efficient manner, where practicable; |
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| b) | the consummation of the Spin-Off shall be subject to compliance with applicable corporate, regulatory, and securities laws, and the receipt of all required consents and approvals; and |
Nothing in this Section shall obligate NFTN to effectuate a Spin-Off if doing so would be impracticable or contrary to applicable law or fiduciary duty.
4.3 Restrictive Legends.
The equity interests issued by NFiniTi 1 to Metavox pursuant to this Agreement (and any securities issued upon any subsequent conversion thereof) shall bear a legend substantially in the following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT.”
NFiniTi 1 shall make a notation in its records regarding the foregoing restrictions and shall take all reasonable steps to ensure compliance with applicable securities laws.
4.4 Cooperation and Further Assurances.
Each party shall, at any time and from time to time after the Closing, at the request of the other party and without further consideration, execute and deliver such other instruments and take such actions as the requesting party may reasonably request to more effectively consummate the transactions contemplated hereby and to carry out the purposes of this Agreement.
4.5 Public Announcements.
Neither party shall issue any press release or public statement relating to this Agreement or the transactions contemplated hereby without the prior written approval of the other party, except as may be required by law, regulation, or the rules of any national securities exchange. In the event a public disclosure is required by applicable law or regulation, the disclosing party shall, to the extent practicable, consult with the other party in advance and consider in good faith any comments provided.
4.6 Access to Information.
Prior to and following the Closing, NFiniTi 1 shall afford Metavox and its authorized representatives reasonable access during normal business hours and upon reasonable advance notice to all books and records of NFiniTi 1 as may be necessary for tax, accounting, regulatory compliance purposes, or for purposes of confirming Metavox’s rights as an equity holder in NFiniTi 1, provided that such access shall not unreasonably interfere with the operations of NFiniTi 1.
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5. CONDITIONS TO CLOSING
5.1 Conditions to Obligations of All Parties.
The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver in writing by each such party on or prior to the Closing Date of the following conditions:
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| a) | No governmental authority shall have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, injunction, order, or decree that is in effect and that prohibits or makes illegal the consummation of the transactions contemplated by this Agreement. |
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| b) | No action, suit, or proceeding shall have been instituted or threatened before any court or governmental authority seeking to restrain or prohibit, or to obtain damages or a discovery order in connection with, the consummation of the transactions contemplated hereby. |
5.2 Conditions to Obligations of NFiniTi 1.
The obligations of NFiniTi 1 to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by NFiniTi 1 on or prior to the Closing Date of the following conditions:
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| a) | The representations and warranties of Metavox contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date, except for such representations and warranties as are made as of a specific date, which shall be true and correct only as of such date. |
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| b) | Metavox shall have performed and complied in all material respects with all covenants, obligations, and agreements required by this Agreement to be performed or complied with by Metavox on or prior to the Closing Date. |
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| c) | NFiniTi 1 shall have received a duly executed Assignment of Membership Interests from Metavox, in form and substance reasonably satisfactory to NFiniTi 1, transferring all right, title, and interest in and to the Metavox Interests to NFiniTi 1. |
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| d) | NFiniTi 1 shall have received a certificate of good standing for Metavox from the Secretary of State of Nevada dated no more than ten (10) days prior to the Closing Date. |
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| e) | No material adverse change shall have occurred with respect to the business, financial condition, assets, or liabilities of Metavox since the Effective Date. |
5.3 Conditions to Obligations of Metavox.
The obligations of Metavox to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Metavox on or prior to the Closing Date of the following conditions:
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| a) | The representations and warranties of NFiniTi 1 contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date, except for such representations and warranties as are made as of a specific date, which shall be true and correct only as of such date. |
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| b) | NFiniTi 1 shall have performed and complied in all material respects with all covenants, obligations, and agreements required by this Agreement to be performed or complied with by NFiniTi 1 on or prior to the Closing Date. |
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| c) | Metavox shall have received a certificate of good standing for NFiniTi 1 from the Secretary of State of Nevada dated no more than ten (10) days prior to the Closing Date . |
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6. MISCELLANEOUS
6.1 Governing Law; Venue.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any choice or conflict of law provisions or rules. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, performance, breach, or termination, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Clark County, Nevada. Judgment on any arbitration award may be entered in, and each party irrevocably submits to the exclusive jurisdiction of, the state or federal courts located in Clark County, Nevada, for purposes of enforcing any such award.
6.2 Entire Agreement.
This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written, between the parties with respect to such subject matter.
6.3 Amendments and Waivers.
No amendment or modification of this Agreement shall be effective unless it is in writing and signed by each party hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a writing executed by the party against whom the waiver is to be effective. No waiver by any party of any breach or default shall be deemed a waiver of any other breach or default.
6.4 Assignment.
This Agreement and the rights and obligations hereunder shall not be assigned or otherwise transferred by any party without the prior written consent of the other party, except that NFiniTi 1 may assign this Agreement to any successor entity by merger, consolidation, or sale of all or substantially all of its assets, provided that such successor expressly assumes NFiniTi 1’s obligations hereunder.
6.5 No Third-Party Beneficiaries.
Except as otherwise expressly provided herein, nothing expressed or implied in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
6.6 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile transmission, email in portable document format (.pdf), or by other electronic means shall be deemed original signatures for all purposes.
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6.7 Severability.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.
6.8 Specific Performance.
Each of the parties acknowledges and agrees that the other party would be irreparably damaged in the event that any provision of this Agreement is not performed in accordance with its specific terms or otherwise breached. Accordingly, in addition to any other remedy to which it may be entitled at law or in equity, each party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.
6.9 Costs and Expenses.
Except as otherwise expressly provided herein, each party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
6.10 Interpretation.
When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section or Exhibit of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
{Signature Page Follows}
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first written above.
| NFiniTi 1 Inc.
a Nevada Corporation | ||
| By: | /s/ Brian Johnston | |
| Name: | Brian Johnston | |
| Title: | Chief Executive Officer | |
| NFiniTi Inc.
a Nevada Corporation |
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| By: | /s/ Brian Johnston |
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| Name: | Brian Johnston |
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| Title: | Chief Executive Officer |
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| Metavox Holdings Inc.
a Nevada Limited Liability Company |
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| By: | /s/ Jorge Guinovart |
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| Name: | Jorge Guinovart |
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| Title: | Managing Member |
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EXHIBIT 10.2
| CONVERTIBLE PROMISSORY NOTE |
Effective Date: May 20, 2025
Principal Amount: US $1,000,000.00
FOR VALUE RECEIVED, Metavox Holdings LLC, a Nevada limited liability company (the "Company"), promises to pay to the order of NFiniTi 1 Inc., a Nevada corporation, or its registered assigns (the "Holder"), the principal sum of One Million Dollars ($1,000,000.00), together with interest thereon and other amounts payable hereunder, subject to an Original Issue Discount of fifty percent (50%), resulting in a funding amount of Five Hundred Thousand Dollars ($500,000.00), in accordance with the terms set forth herein. This Convertible Promissory Note (this "Note") is issued and made effective as of May 20, 2025 (the "Effective Date").
| 1. | Definitions |
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| 1.1. | Defined Terms. As used in this Note, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined): |
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| "Bankruptcy Event" means any of the following events: (a) the Company commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company; (b) there is commenced against the Company any such case or proceeding that is not dismissed within sixty (60) days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) days after such appointment; (e) the Company makes a general assignment for the benefit of creditors; or (f) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts.
"Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of Nevada are authorized or required by law or other governmental action to close.
"Common Stock" means the common stock of the Company, par value $0.0001 per share.
"Conversion" means the conversion of this Note into shares of Common Stock pursuant to Section 4.
"Conversion Date" means the date on which a Conversion is effected.
"Conversion Price" means seventy-five percent (75%) of the lowest average daily trading price of the Common Stock over the previous thirty (30) trading days prior to the Conversion Date.
"Event of Default" has the meaning set forth in Section 6.
"Funding Amount" means Five Hundred Thousand Dollars ($500,000.00), which is the actual cash amount provided to the Company after application of the Original Issue Discount. | |
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| "Maturity Date" means the date that is twelve (12) months from the Effective Date.
"Original Issue Discount" or "OID" means fifty percent (50%), which is applied to the Principal Amount to determine the Funding Amount.
"Principal Amount" means One Million Dollars ($1,000,000.00).
"Principal Market" means the OTC Pink Market operated by OTC Markets Group Inc. or any successor or other principal market on which the Common Stock is traded.
"Trading Day" means any day on which the Principal Market is open for trading. |
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| 2. | Payment Terms |
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| 2.1. | Principal and Interest. Principal and Interest. The Company shall pay interest on the Principal Amount at the rate of fifteen percent (15%) per annum from the Effective Date until the same becomes due and payable, whether at maturity or upon acceleration or otherwise. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. If any interest is determined to be in excess of the then legal maximum rate, such interest shall be computed at the maximum rate permitted by law, and the excess shall be accumulated and applied to the Principal Amount. The entire Principal Amount, together with all accrued and unpaid interest, shall be due and payable on the Maturity Date. |
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| 2.2. | Prepayment. The Company may prepay the principal amount of this Note, in whole or in part, at any time with ten (10) days' prior written notice to the Holder, subject to the Holder's conversion rights during the notice period. Prepayment shall include a premium as follows: |
- 115% if prepaid within 90 days of issuance
- 120% if prepaid between 91 and 180 days of issuance
- 125% if prepaid after 180 days of issuance
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| 2.3. | Method of Payment. All payments hereunder shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice to the Company. Whenever any amount expressed to be due by the terms of this Note is due on any day that is not a Business Day, the same shall be due on the next succeeding Business Day. |
| 3. | Registration of Transfers and Exchanges |
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| 3.1. | Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange. |
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| 3.2. | Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. |
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| 4. | Conversion Rights. |
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| 4.1. | Conversion Right. The Holder shall have the right at any time after the Effective Date to convert all or any part of the outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Effective Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price. |
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| 4.2. | Conversion Price. The conversion price (the "Conversion Price") at which shares of Common Stock shall be deliverable upon conversion of this Note shall be equal to seventy-five percent (75%) of the lowest average daily trading price of the Common Stock over the previous thirty (30) trading days prior to the Conversion Date. If the Conversion Price cannot be calculated due to absence of trading, then it shall be determined by the Board of Directors of the Company in good faith. |
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| 4.3. | Mechanics of Conversion. |
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| 4.3.1. | Conversion Shares Issuable Upon Conversion. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the sum of (i) the outstanding Principal Amount of this Note to be converted plus (ii) any accrued and unpaid interest being converted by (y) the Conversion Price. |
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| 4.3.2. | No Fractional Shares Upon Conversion. No fractional shares shall be issued upon the conversion of this Note. If any fractional share would otherwise be issuable upon conversion of this Note, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price. |
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| 4.3.3. | Delivery of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date, the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares. The Company shall use its best efforts to deliver any certificate or certificates required to be delivered hereunder electronically through the Depository Trust Company or another established clearing corporation performing similar functions. |
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| 4.4. | Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice, the Holder (together with the Holder's Affiliates, and any Persons acting as a group together with the Holder or any of the Holder's Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. For purposes of this 4.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The Holder, upon not less than 61 days' prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this 4.4 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. |
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| 4.5. | Adjustment for Stock Splits, Dividends, Recapitalizations. The Conversion Price shall be subject to adjustment from time to time as follows: |
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| 4.5.1. | Stock Splits and Combinations. If the Company, at any time while this Note is outstanding: (i) subdivides outstanding shares of Common Stock into a larger number of shares, (ii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iii) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. |
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| 4.5.2. | Subsequent Equity Sales. If, at any time while this Note is outstanding, the Company or any subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the "Base Conversion Price" and such issuances, collectively, a "Dilutive Issuance"), then the Conversion Price shall be reduced to equal the Base Conversion Price. |
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| 4.6. | Registration Rights. The Company shall file an S-1 Registration Statement with the SEC covering all shares issuable upon conversion of the Note within 30 days of the closing and shall use its best efforts to have such Registration Statement declared effective within 90 days of filing. |
| 5. | Covenants |
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| 5.1. | Corporate Existence. So long as this Note remains outstanding, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction assumes the Company's obligations under this Note. |
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| 5.2. | SEC Reports. The Company shall timely file all reports required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. |
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| 5.3. | Use of Proceeds. The Company shall use the proceeds from the issuance of this Note for working capital, general corporate purposes, and potential acquisitions, as determined by the Company's Board of Directors. |
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| 5.4. | Operating Company Status. The Company acknowledges that it is a pre-revenue operating company focused on the production of ready-to-drink alcoholic beverages, as defined under applicable securities laws. The Company shall disclose its operating status in its periodic reports filed with the SEC. |
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| 5.5. | Right of First Refusal. For a period of 12 months from the Effective Date, the Holder shall have a right of first refusal to purchase any debt or equity securities offered by the Company on the same terms as offered to other investors. |
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| 5.6. | Most Favored Nation. If the Company issues any security with terms more favorable than those of this Note while this Note is outstanding, the Company shall notify the Holder and, at the Holder's option, the Company shall amend this Note to include such more favorable terms. |
| 6. | Events of Default |
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| 6.1. | 6.1 Events of Default. The occurrence of any of the following shall constitute an "Event of Default": |
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| 6.1.1. | Failure to Pay Principal or Interest. The Company fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise; |
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| 6.1.2. | Breach of Covenants. The Company fails to observe or perform any covenant, obligation, condition or agreement contained in this Note and such failure continues for thirty (30) days after written notice to the Company; |
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| 6.1.3. | Breach of Representations and Warranties. Any representation, warranty, certificate, or other statement made or furnished by or on behalf of the Company to the Holder herein, or in any instrument furnished in compliance with or in reference to this Note, is false, incorrect, incomplete or misleading in any material respect when made or furnished; |
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| 6.1.4. | Bankruptcy. The Company commences any proceeding under any Bankruptcy Law; or a receiver, trustee, assignee, liquidator or similar official is appointed for the Company or for all or substantially all of its assets; or the Company makes a general assignment for the benefit of creditors; |
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| 6.1.5. | Delisting. The Common Stock is no longer eligible for quotation on the Principal Market, or trading of the Common Stock is suspended for more than 10 consecutive trading days on the Principal Market; |
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| 6.1.6. | Failure to Maintain Reporting Status. The Company fails to maintain its status as a reporting issuer under Section 13 or 15(d) of the Exchange Act; |
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| 6.1.7. | Cross Default. The Company is in default under any other material agreement, indenture or instrument to which the Company is a party. |
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| 6.2. | Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash. Upon the occurrence of an Event of Default, the interest rate on this Note shall be increased to eighteen percent (18%) per annum from the date of the Event of Default until this Note is paid in full. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this 6.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. |
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| 7. | Miscellaneous |
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| 7.1. | Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email, or sent by a nationally recognized overnight courier service, addressed to the Company at: |
Metavox Holdings LLC
Address:
Email: [email protected]
Attention: Jorge Guinovart
with a copy (not constituting notice) to:
Counsel:
Address
Email:
Attention:
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email, or sent by a nationally recognized overnight courier service addressed to the Holder at:
NFiniTi 1 Inc.
880 – 50 West Liberty St., Reno, NV, 89501
Email: [email protected]
Attention: Brian Johnston, CEO
with a copy (not constituting notice) to:
Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE, Seattle, WA, 98105
Email: [email protected]
Attention: Thomas Puzzo
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| 7.2. | Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of laws thereof. Each party submits to the jurisdiction of the state and federal courts of Nevada sitting in Las Vegas, Nevada in connection with any dispute arising under this Note, and each party irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. |
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| 7.3. | Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. |
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| 7.4. | Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. |
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| 7.5. | Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power as though no such law has been enacted. |
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| 7.6. | Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. |
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| 7.7. | Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof. |
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| 7.8. | Amendment. This Note may be amended, supplemented, or otherwise modified only by a written instrument executed by the Company and the Holder. No provision of this Note may be waived except in a written instrument executed by the party against whom enforcement of such waiver is sought. |
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| 7.9. | Assignment. This Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns. The Company may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder. The Holder may assign or transfer this Note or any of its rights hereunder without the consent of the Company, subject to applicable securities laws. |
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| 7.10. | Security. This Note is unsecured. |
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| 7.11. | Transferability. This Note shall be freely transferable by the Holder, subject to applicable securities laws. |
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| 7.12. | Legal Fees and Expenses. The Company shall be responsible for all legal fees and expenses related to the preparation of this Note and the related agreements and registration statements. |
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| 7.13. | Shell Company Acknowledgment. The Company acknowledges that it is currently a "shell company" as defined in Rule 12b-2 under the Exchange Act. The Company further acknowledges that: |
(a) Rule 144 under the Securities Act is not available for the resale of securities initially issued by a shell company or an issuer that has been at any time previously a shell company unless certain conditions are met; and
(b) The Company will be required to disclose in its periodic reports filed with the SEC that it is a shell company until such time as it is no longer deemed a shell company.
The Company agrees to take all actions necessary to comply with applicable securities laws, including filing all required reports and disclosures related to its status as a shell company.
{Signature Page Follows}
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.
| METAVOX HOLDINGS LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| ACKNOWLEDGED AND ACCEPTED:
NFINITI 1 INC. |
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