Exhibit
10.24


 


PERCENTAGE
PAYMENT AGREEMENT


 


This
Percentage Payment Agreement (this “Agreement”), dated as of January 22, 2021 (the “Effective Date”),
is by and between Apollo Management Group, Inc., a Florida corporation with offices located at 7050 Aloma Avenue, Winter Park,
Florida 32792 (“Apollo”), and Endexx Corporation, a Nevada corporation with offices located at 38246 North
Hazelwood Circle, Cave Creek, Arizona 85331 (“Endexx”; collectively, with Apollo, the “Parties,”
or each, individually, a “Party”).


 


WHEREAS,
Apollo acted as the “structuring agent” in connection with the transactions contemplated by that certain Convertible
Note Purchase Agreement (the transactions contemplated thereby in such agreement and in the related agreements, collectively,
the “Transactions”; and the documents reflecting the Transactions, collectively, the “Transaction
Documents”) by and between Apollo Management SPV LLC, a Florida limited liability company (the “SPV”),
and Endexx of even date herewith;


 


WHEREAS,
CBD Unlimited, Inc., a Nevada corporation (“CBDU”), is a Member (“Member”) of Khode LLC,
a Delaware limited liability company organized on October 1, 2020 (the “Limited Liability Company”), and is
the record and beneficial owner of up to 70% of the total Interests therein (its “Interests”); and


 


WHEREAS,
the SPV desires that Apollo directly receive certain economic benefits from the Transactions and its status as the structuring
agent in respect thereof, and Endexx is willing to provide such economic benefits, directly and through CBDU, all as set forth
with more peculiarity herein.


 


NOW,
THEREFORE, in consideration of these presents and for such other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:


 


1.
Definitions. For purposes of this Agreement,
the following terms have the following meanings:


 


“Action”
has the meaning set forth in Section 6.1.


 


“Affiliate”
of a Person means any other Person that, at any time during the Term, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person. The term “control” for purposes of this
Agreement means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract, or otherwise, and “controlled by” and “under common control with” have
correlative meanings.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Apollo”
has the meaning set forth in the preamble.


 


“Auditor”
has the meaning set forth in Section 3.2(a).


 


“Business
Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York are authorized or
required by Law to be closed for business.


 




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“CBDU”
has the meaning set forth in the preamble.


 


“Change
of Control” means with respect to a Person: (i) an acquisition, reorganization, merger, or consolidation of such Person
by or with any other Person in which the holders of the voting securities of such Person outstanding immediately before such transaction
cease to beneficially own at least fifty percent (50%) of the combined voting power of the surviving entity, directly or indirectly,
immediately after such transaction; (ii) a transaction or series of related transactions in which any other Person, together with
its Affiliates (if applicable), becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the
outstanding securities of such Person; or (iii) the sale or other transfer to any other Person of all or substantially all of
such Person’s assets.


 


“Confidential
Information” means all non-public, confidential, or proprietary information of a Party or its Affiliates, whether in
oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified
as “confidential” any information that, due to the nature of its subject matter or circumstances surrounding its disclosure,
would reasonably be understood to be confidential or proprietary.


 


Confidential
Information does not include information that the Receiving Party can demonstrate by documentation: (i) was already known to such
Party or its Affiliates without restriction on use or disclosure prior to the receipt of such information directly or indirectly
from or on behalf of the Disclosing Party; (ii) was or is independently developed by the Receiving Party or its Affiliates without
reference to or use of any Confidential Information; (iii) was or becomes generally known by the public other than by breach of
this Agreement by, or other wrongful act of, the Receiving Party or its Affiliates; or (iv) was received by the Receiving Party
or its Affiliates from a third party who was not, at the time, under any obligation to the Disclosing Party or any other Person
to maintain the confidentiality of such information.


 


“Disclosing
Party” has the meaning set forth in Section 4.1.


 


“Distributions”
has the meaning ascribed to such term in Section 3.16 of the Operating Agreement.


 


“Effective
Date” has the meaning set forth in the preamble.


 


“Endexx”
has the meaning set forth in the preamble.


 


“Governmental
Authority” means any federal, state, national, supranational, local, or other government, whether domestic or foreign,
including any subdivision, department, agency, instrumentality, authority (including any regulatory authority), commission, board,
or bureau thereof, or any court, tribunal, or arbitrator.


 


“Interests”
has the meaning set forth in the preamble.


 


“Law”
means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement,
or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court,
or tribunal of competent jurisdiction.


 


“Limited
Liability Company” has the meaning set forth in the preamble.


 




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“Member”
has the meaning ascribed to such term in Section 2.47 of the Operating Agreement.


 


“Operating
Agreement” means the LLC Operating Agreement of the Limited Liability Company, dated October 1, 2020.


 


“Party”
has the meaning set forth in the preamble.


 


“Payment
Statement” has the meaning set forth in Section 2.3(b).


 


“Person(s)”
means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated
organization, trust, association, or other entity.


 


“Receiving
Party” has the meaning set forth in Section 4.1.


 


“Representatives”
means a Party’s and its Affiliates’ employees, officers, directors, consultants, and legal advisors.


 


“Percentage
Payment” has the meaning set forth in Section 2.1.


 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company, or other business entity that is controlled by such Person,
and “control” has the meaning given to it in the definition of “Affiliate.”


 


“Term”
has the meaning set forth in Section 7.1.


 


2.
Percentage Payments. Endexx and CBDU are
jointly and severally obligated in respect to the obligations set forth in this Section 2, such that any obligation that specifically
references “Endexx” shall also be deemed to reference “CBDU” as a co-obligor and any obligation that specifically
references “CBDU” shall also be deemed to reference “Endexx” as a co-obligor.


 


2.1
Percentage Payment. During the Term, Endexx shall pay
to Apollo an amount equivalent to two and one-tenth percent (2.1%)1 of all cash received by the Limited Liability
Company from its net sales of Branded Products (as that term is defined in the Operating Agreement) or otherwise (the “Percentage
Payment”).


 


2.2
Taxes. Percentage Payments and other sums payable under
this Agreement are exclusive of taxes. Endexx will be responsible for all sales, use, excise, and value added taxes, and any other
similar taxes, duties, and charges of any kind imposed by any federal, state, or local Governmental Authority on any amounts payable
by Endexx hereunder, other than any taxes imposed on, or with respect to, Apollo’s income, revenues, gross receipts, personnel,
or real or personal property, or other assets, and shall pay all such Percentage Payments and other sums payable hereunder free
and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction
or withholding is required by law, Endexx shall pay to Apollo such sum as will, after the deduction or withholding has been made,
leave Apollo with the same amount as it would have been entitled to receive without any such requirement to make a deduction or
withholding.


  


 






1
Such number is derived from three percent (3%) of CBDU’s ownership of seventy percent (70%) of the Interests (as that
term is defined in the Operating Agreement) of the Limited Liability Company.


 




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2.3
Payment Terms and Percentage Payment Statements.


 


(a)
Endexx shall pay all Percentage Payments and any other sums payable under this Agreement within three (3) Business Days of CBDU’s
receipt of the relevant Distribution. Endexx shall make all payments in US dollars by wire transfer of immediately available funds
to a bank account to be designated in writing by Apollo unless the relevant Distribution was not made in cash, in which event
such Percentage Payment shall be of the same specie as the relevant Distribution.


 


(b)
Concurrently with Endexx’s payment to Apollo of each Percentage Payment
pursuant to Section 2.1, Endexx shall also provide to Apollo a statement (each, a “Payment Statement”) showing
the relevant Distribution in respect of such Percentage Payment:


 


(c)
If any Percentage Payment is not received by Apollo within five (5) Business Days after becoming due, Endexx shall pay to Apollo
(i) interest on the overdue Percentage Payment from the date such Percentage Payment was due to the date of actual payment at
lower of the default interest rate set forth in that certain 12% Senior Secured Convertible Promissory Note of even date herewith
(one of the Transaction Documents) or the maximum amount permitted under applicable Law and (ii) in cash, as liquidated damages
and not as a penalty, (x) $100.00 per Business Day for each Business Day thereafter if the amount of such unpaid Percentage Payment
is less than $5,000.00, (y) $500.00 per Business Day for each Business Day thereafter if the amount of such unpaid Percentage
Payment is between $5,000.00 and $9,999.99, and (z) $1,000.00 per Business Day for each Business Day thereafter if the amount
of such unpaid Percentage Payment is $10,000.00 or greater.


 


3.
Records and Audit. Endexx and CBDU are
jointly and severally obligated in respect to the obligations set forth in this Section 3, such that any obligation that specifically
references “Endexx” shall also be deemed to reference “CBDU” as a co-obligor and any obligation that specifically
references “CBDU” shall also be deemed to reference “Endexx” as a co-obligor.


 


3.1
Records. Endexx shall keep complete and
accurate records of the Distributions and all other matters generally and specifically related thereto in respect of the Limited
Liability Company and CBDU’s Interests as a Member thereof. Endexx shall maintain such records for the longer of (a) the
period of time required by applicable Law or (b) four (4) years following expiration or termination of this Agreement.


 


3.2
Audit.


 


(a)
Apollo, at its own expense, may at any time within eighteen (18) months after receiving any Payment Statement from Endexx, nominate
an independent certified public accountant (“Auditor”) whom Endexx shall permit to have access to Endexx’s
records during Endexx’s normal business hours for the purpose of verifying all Percentage Payments made under this Agreement.


 




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(b)
Apollo shall provide to Endexx a copy of the Auditor’s report within twenty (20) Business Days of Apollo’s receipt
of the report. If the report shows that the Percentage Payments made by Endexx are deficient, Endexx shall pay to Apollo the deficient
amount plus interest on the deficient amount, as calculated pursuant to Section 2.3(c), within twenty (20) Business Days after
Endexx’s receipt of the report. If payments made by Endexx are found to be deficient by more than ten percent (10%), Endexx
shall pay to Apollo the expenses that it incurred in connection with the Auditor and its report.


 


4.
Confidentiality. Endexx and CBDU are jointly
and severally obligated in respect to the obligations set forth in this Section 4, such that any obligation that specifically
references “Endexx” shall also be deemed to reference “CBDU” as a co-obligor and any obligation that specifically
references “CBDU” shall also be deemed to reference “Endexx” as a co-obligor.


 


4.1
Confidentiality Obligations. Each Party
(each, a “Receiving Party”) acknowledges that in connection with this Agreement it may gain access to Confidential
Information of the other Party (each, a “Disclosing Party”). As a condition to being provided with Confidential
Information, the Receiving Party shall, during the Term and for four (4) years thereafter:


 


(a)
not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform
its obligations under this Agreement; and


 


(b)
maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 4.2, not disclose
the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided,
however, the Receiving Party may disclose the Confidential Information to its Representatives who:


 


(i)
have a need to know the Confidential Information for purposes of the Receiving Party’s performance, or exercise of its rights
concerning the Confidential Information, under this Agreement;


 


(ii)
have been apprised of this restriction; and


 


(iii)
are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 4.1; provided,
further, that the Receiving Party will be responsible for ensuring its Representatives’ compliance with, and will
be liable for any breach by its Representatives of, this Section 4.1.


 


The
Receiving Party shall use reasonable care, at least as protective as the efforts it uses for its own confidential information,
to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.


 




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4.2
Exceptions. If the Receiving Party becomes
legally compelled to disclose any Confidential Information, the Receiving Party shall:


 


(a)
provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate
remedy or waive its rights under Section 4; and


 


(b)
disclose only the portion of Confidential Information that it is legally required to furnish.


 


If
a protective order or other remedy is not obtained, or the Disclosing Party waives compliance under Section 4, the Receiving Party
shall, at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that confidential treatment will be
afforded the Confidential Information.


 


5.
Representations and Warranties.


 


5.1
Mutual Representations and Warranties.
Each Party represents and warrants to the other party that, as of the Effective Date:


 


(a)
it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the
laws and regulations of its jurisdiction of incorporation, organization, or chartering;


 


(b)
it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;


 


(c)
the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized
by all necessary corporate action of the Party; and


 


(d)
when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party,
enforceable against that Party in accordance with its terms.


 


5.2
Endexx Representation and Warranties.
Endexx, on behalf of itself and on behalf of CBDU, represents and warrants that it has not received any notice or threat of any
claim, suit, action, or proceeding, and has no knowledge or reason to know of any information, that could invalidate or render
unenforceable any of the transactions contemplated by this Agreement.


 


5.3
Apollo Representation and Warranties. Apollo represents
and warrants that, to Apollo’s knowledge, it has not received any notice or threat of any claim, suit, action, or proceeding,
and has no knowledge or reason to know of any information, that could invalidate or render unenforceable any of the transactions
contemplated by this Agreement.


 


6.
Indemnification.


 


6.1
Endexx Indemnification. Endexx shall indemnify, defend,
and hold harmless Apollo and its Affiliates, and each of Apollo’s and its Affiliates’ respective officers, directors,
employees, agents, successors, and assigns against all Losses arising out of or resulting from any third party claim, suit, action,
or other proceeding related to or arising out of or resulting from Endexx’s breach of any representation, warranty, covenant,
or obligation under this Agreement (each, an “Action”).


 




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6.2
Indemnification Procedure. Apollo shall
promptly notify Endexx in writing of any Action and cooperate with Endexx at Endexx’s sole cost and expense. Subject to
Section 6.1, Endexx shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably
acceptable to Apollo to handle and defend the Action, at Endexx’s sole cost and expense. Endexx shall not settle any Action
in a manner that adversely affects the rights of Apollo or its Affiliates without Apollo’s or its Affiliates’ prior
written consent, which consent may not be unreasonably withheld, delayed, denied, or conditioned. Apollo’s or its Affiliates’
failure to perform any obligations under this Section 6.2 will not relieve Endexx of its obligation under Section 6 except to
the extent Endexx can demonstrate that it has been materially prejudiced as a result of the failure. Apollo and its Affiliates
may participate in and observe the proceedings at their own cost and expense with counsel of their own choosing.


 


7.
Term and Termination. Endexx and CBDU
are jointly and severally obligated in respect to the obligations set forth in this Section 7, such that any obligation that specifically
references “Endexx” shall also be deemed to reference “CBDU” as a co-obligor and any obligation that specifically
references “CBDU” shall also be deemed to reference “Endexx” as a co-obligor.


 


7.1
Term. This Agreement is effective as of the Effective
Date and, unless terminated earlier in accordance with Section 7.2, will continue in full force and effect until the Limited Liability
Company has been dissolved and CBDU has received its final distribution therefrom unless the transactions contemplated by the
Operating Agreement have been continued by a successor entity to the Limited Liability Company, upon the occurrence of which event
this Agreement will continue unabated (the “Term”).


 


7.2
Termination for Cause. Apollo may terminate
this Agreement immediately by giving written notice to Endexx if:


 


(a)
Endexx fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ten (10)
Business Days after Apollo’s written notice to make such payment, including the payment of interest in accordance with Section
2.3(c);


 


(b)
Endexx breaches this Agreement (other than through a failure to pay any amounts due under this Agreement) and, if such breach
is curable, fails to cure such breach within ten (10) Business Days of Apollo’s written notice of such breach;


 


(c)
Endexx (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable
to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary
bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy
or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of creditors; or (v) applies for or has a
receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or
sell any material portion of its property or business; or


 


(d)
Endexx undergoes a Change of Control.


 


7.3 Survival.
The rights and obligations of the Parties set forth in this Section 7.3 and Section 1 (Definitions), Section 2 (Percentage
Payments), Section 4 (Confidentiality), Section 5 (Representations and Warranties), Section 6 (Indemnification), and Section
8 (Miscellaneous), and any right, obligation, or required performance of the Parties in this Agreement which, by its express
terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such
termination or expiration.


 




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8.
Miscellaneous. Endexx and CBDU are jointly
and severally obligated in respect to the obligations set forth in this Section 8, such that any obligation that specifically
references “Endexx” shall also be deemed to reference “CBDU” as a co-obligor and any obligation that specifically
references “CBDU” shall also be deemed to reference “Endexx” as a co-obligor.


 


8.1
Further Assurances. Each Party shall,
and shall cause its respective Affiliates to, upon the reasonable request of the other Party, execute such documents promptly
and take such further actions as may be necessary to give full effect to the terms of this Agreement.


 


8.2
Independent Contractors. The relationship
between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint
venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority
to contract for nor bind the other Party in any manner whatsoever.


 


8.3
No Public Statements. Neither Party may
issue or release any announcement, statement, press release, or other publicity relating to this Agreement, without the prior
written consent of the other Party, which may not be unreasonably withheld, delayed, denied, or conditioned.


 


8.4
Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth below or by e-mail at the e-mail address set forth below at or prior to 12:00 noon (New York City time)
on a Business Day; (b) the next Business Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth below or by e-mail at the e-mail address set forth below on a day that is not a Business
Day or later than 12:00 noon (New York City time) on any Business Day; (c) the second (2nd) Business Day following
the date of transmittal, if sent by U.S. nationally recognized overnight courier service; (d) the fourth (4th) Business
Day following the date of mailing, if sent by U.S. Mail, certified, Priority Mail®, or Priority Mail Express®,
return receipt requested, postage prepaid; or (e) upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as set forth below:


 


	If
    to Apollo:	7050
                                         Aloma Avenue

        Winter
        Park, Florida 32792

        

        E-mail:
        yohan.naraine@gmail.com

        

        Facsimile:
        ______________

        

        Attention:
        Yohan Naraine

	 	 
	If
    to Endexx or CBDU:	38246
                                         North Hazelwood Circle

        Cave
        Creek, Arizona 85331

        

        E-mail:
        endexx@endexx.com

        

        Facsimile:
        ________________

        

        Attention:
        Todd Davis



 




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8.5
Interpretation. For purposes of this Agreement: (a)
the words “include,” “includes,” and “including” will be deemed to be followed by the words
“without limitation;” (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,”
“hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. This Agreement will
be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an
instrument or causing any instrument to be drafted.


 


8.6
Headings. The headings in this Agreement
are for reference only and do not affect the interpretation of this Agreement.


 


8.7
Entire Agreement. This Agreement, together
with any documents incorporated herein by reference or to which reference is made, if and as relevant, constitutes the sole and
entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between
the terms and provisions of this Agreement or other document, the following order of precedence will govern: (a) first, this Agreement
and (b) second, any other documents incorporated herein by reference or to which reference is made, if or as relevant.


 


8.8
Assignment. Endexx shall not assign or
otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement
or the Operating Agreement, or as a Member of the Limited Liability Company, in each case whether voluntarily, involuntarily,
by operation of law, or otherwise, without Apollo’s prior written consent, which consent Apollo may withhold, delay, deny,
or condition for any reason or for no reason in its sole and absolute discretion. For purposes of the preceding sentence, and
without limiting its generality, any merger, consolidation, or reorganization involving Endexx (regardless of whether Endexx is
a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement
for which Apollo’s prior written consent is required. No delegation or other transfer will relieve Endexx of any of its
obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section
8.8 is void. Apollo may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or
any of its obligations or performance, under this Agreement with notice to, but without the requirement of consent of, Endexx.
This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.


 


8.9
No Third-Party Beneficiaries. This Agreement
is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express, or implied,
is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever,
under or by reason of this Agreement.


 




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8.10
Amendment; Modification; Waiver. This
Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party
of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except
as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege
arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right,
remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power, or privilege.


 


8.11
Severability. If any term or provision
of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible.


 


8.12
Governing Law; Submission to Jurisdiction. All questions concerning the construction, validity, enforcement, and interpretation
of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida,
without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the interpretations,
enforcement, and defense of the transactions contemplated by this Agreement (whether brought against a Party hereto or its respective
Affiliates, directors, officers, shareholders, partners, members, employees, or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of Miami. Each Party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of Miami, Miami-Dade County, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law. If either Party shall commence
an action, suit, or proceeding to enforce any provisions hereof, then the prevailing party in such action, suit, or proceeding
shall be reimbursed by the other Party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation, and prosecution of such action or proceeding.


 


8.13
Waiver of Jury Trial. To the maximum extent
permitted by law, each Party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action
arising out of or relating to this Agreement or the transactions contemplated hereby.


 


8.14
Equitable Relief. Each Party acknowledges
that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages
would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching Party will be entitled
to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance,
and any other relief that may be available from any court, and the Parties hereby waive any requirement for the securing or posting
of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are
in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations
in this Agreement to the contrary.


 


8.15
Counterparts. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page was an original thereof.


 




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.


 


ENDEXX
CORPORATION


 


	By:	 	 
	 	Todd
    Davis, Chief Executive Officer	 
	 	 	 
	APOLLO
    MANAGEMENT GROUP, INC.	 
	 	 
	By:	 	 
	 	Yohan
    Naraine, Chief Executive Officer	 


 


THE
UNDERSIGNED ENTITY, BY ITS SIGNATURE BELOW, ACKNOWLEDGES THAT IT IS JOINTLY AND SEVERALLY OBLIGATED WITH ENDEXX CORPORATION UNDER
THE TERMS OF THIS AGREEMENT.


 


CBD
UNLIMITED, INC.


 


	By:	 	 
	 	Todd
    Davis, Chief Executive Officer	 


 




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