UNDERWRITING AGREEMENT between FLEWBER GLOBAL INC. and THINKEQUITY LLC as Representative of the Several Underwriters FLEWBER GLOBAL INC.Underwriting Agreement • December 28th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
The undersigned, Flewber Global Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Flewber Global Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT flewber global inc.Flewber Global Inc. • September 14th, 2023 • Air transportation, nonscheduled • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Flewber Global Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s rig
Indemnification AgreementIndemnification Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2023 by and between Flewber Global Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
COMMON STOCK PURCHASE WARRANT flewber global inc.Common Stock Purchase Warrant • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Flewber Global Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s rig
Form of Representative’s Warrant AgreementFlewber Global Inc. • July 19th, 2023 • Air transportation, nonscheduled
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [Maxim Partners, LLC][_____], or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________, 2023 [DATE THAT IS 6 MONTHS FOLLOWING THE COMMENCEMENT DATE] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on [______], 2028, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FLEWBER GLOBAL INC., a Delaware corporation (the “Company”), up to [______]1 shares of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). “Commencement Date” me
●] UNITS EACH UNIT CONSISTING OF ONE SHARE of Common Stock AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK FLEWBER GLOBAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
The undersigned, FLEWBER GLOBAL INC., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENT between FLEWBER GLOBAL INC. and THINKEQUITY LLC as Representative of the Several Underwriters FLEWBER GLOBAL INC.Underwriting Agreement • February 1st, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
The undersigned, Flewber Global Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Flewber Global Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [____], 2023 (the “Issuance Date”) between Flewber Global Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
LOAN AUTHORIZATION AND AGREEMENT (LA&A)Loan Authorization and Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled
This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
UNSECURED CONVERTIBLE NOTE DUE FEBRUARY 26, 20251Flewber Global Inc. • March 15th, 2024 • Air transportation, nonscheduled • New York
THIS UNSECURED CONVERTIBLE NOTE is a duly authorized and validly issued Unsecured Convertible Note of FLEWBER GLOBAL INC., a Delaware corporation (the “Company"), having its principal place of business at 1411 Broadway, 38th Floor, New York, New York 10018, designated as its Unsecured Subordinated Convertible Note due on or after February 26, 20251 (this “Note"). This Note is one of a series of convertible notes issued pursuant to the terms of the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2024 is made and entered into by and among FLEWBER GLOBAL INC., a Delaware corporation (the “Company”) and the holder of Registrable Securities who are signatories hereto (or their assignees) (each, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2024 between Flewber Global Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is made and effective as of the 1st day of May, 2021 (the “Effective Date”), by and between FLEWBER GLOBAL INC., a Delaware corporation (“Company”), and AS TECHNOLOGIES, a company formed under the laws of New Delhi, India (“Consultant”).
___, 202_ (“Issuance Date”)2 FLEWBER GLOBAL INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKFlewber Global Inc. • March 15th, 2024 • Air transportation, nonscheduled • New York
This Warrant is issued to ________________ (the “Holder”) by FLEWBER GLOBAL INC., a Delaware corporation (the “Company”), pursuant to the terms of that certain Securities Purchase Agreement, dated as of __________________, by and among the Company, the Holder and the other investors signatory thereto (the “Purchase Agreement”). All terms not defined herein shall have the meanings given to those terms in the Purchase Agreement.
EXECUTION VERSION APRIL 7, 2021 EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Employment Agreement (the “Agreement”) is made and entered into as of April 7, 2021 by and between Avner Nebel (“Executive”) and Flewber Global Inc., a Delaware corporation (“Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2022 between Flewber Global Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FLEWBER GLOBAL INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
The undersigned, Flewber Global Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Stone Capital, LLC (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of 3,750,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional 562,500 shares of its Common Stock (the “Option Shares” and collectively hereafter sometimes referred to as the “Shares”), if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Option Shares granted to the Underwriters in Section 1 hereof. The Firm Shares and the
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
Flewber Global Inc. (the “Company”) hereby enters into this Non-Qualified Stock Option Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the stock options (“Options”) specified herein pursuant to the Flewber Global Inc. 2021 Equity Incentive Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.
FLEWBER GLOBAL CONSULTING AGREEMENTConsulting Agreement • December 28th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Consulting Agreement (the “Agreement”) is made as of Friday December 8, 2023 by and between Flewber Global, Inc. a Delaware corporation (“Company”), and Carmit Cohen (“Consultant”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • November 20th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
This Limited Liability Company Operating Agreement (the “Agreement”) of Vision FGAR 1, LLC, a Delaware limited liability company (the “Company”), is entered into as of November 14, 2023 by and among the Company, each Person identified on Schedule I attached hereto (the “Members Schedule”) as of the date hereof as a Member and who has executed this Agreement or a counterpart thereof and each other Person who, after the date hereof, becomes a Member of the Company in accordance with the terms of this Agreement by executing and delivering a joinder agreement hereto to the Company (collectively, the “Members”), pursuant to the Delaware Limited Liability Company Act (“Act”). Unless otherwise noted, capitalized terms used in this Agreement have the meanings ascribed herein, as more fully set forth in ARTICLE X.
FORM OF LOCK-UP AGREEMENTUp Agreement • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled
AMENDMENT TO NOTENote • February 1st, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Amendment to Unsecured Subordinated Promissory Note (this “Amendment”), is made as of January 24, 2024 (the “Effective Date”), by and among Flewber Global Inc., a Delaware corporation (the “Company”) and Patrick Leung(the “Holder”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 23rd, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
Flewber Global Inc. (the “Company”) hereby enters into this Incentive Stock Option Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the stock options (“Options”) specified herein pursuant to the Flewber Global Inc. 2021 Equity Incentive Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.
EXCLUSIVE AIRCRAFT LEASE AGREEMENTExclusive Aircraft Lease Agreement • November 20th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This EXCLUSIVE Aircraft Lease Agreement (this “Agreement”) is made this 14 day of November, 2023 (“Effective Date”) by and between Vision FGAR 1, LLC, a Delaware limited liability company (“Lessor”), and Ponderosa Air, LLC, a New York limited liability company (“Lessee”).
AMENDMENT TO NOTENote • March 15th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Amendment to Unsecured Convertible Note (this “Amendment”), is made as of March 4, 2024 (the “Effective Date”), by and among Flewber Global Inc., a Delaware corporation (the “Company”) and ____________ (the “Holder”).
N421ST AIRCRAFT PURCHASE AGREEMENTN421st Aircraft Purchase Agreement • March 15th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled
FLEWBER GLOBAL INC. AMENDMENT TO SECURITIES PURCHASE AGREEMENT; AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND REVISION TO FORM OF BRIDGE WARRANTSecurities Purchase Agreement • December 28th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled
This Amendment to Securities Purchase Agreement. Amendment to Registration Rights Agreement and revision to form of Bridge Warrant (this “Amendment”) is dated as of December [ ], 2023, between Flewber Global Inc., a Delaware corporation (the “Company”), and the bridge investor identified on the signature page hereto the “Investor”), which amends that certain [Amended and Restated]1 Securities Purchase Agreement, dated as of [ ], 2023 (the “Purchase Agreement”), among the Company, the Investor and the other investors parties thereto (the “Other Investors”); amends that certain [Amended and Restated]2 Registration Rights Agreement, dated as of [ ], 2023, among the Company, the Investor and the Other Investors (the “Registration Rights Agreement”); and revises the form of Common Stock Purchase Warrant (the “Bridge Warrant”) to be issued to the Investor, upon the closing of an initial public offering by the Company (“IPO”), pursuant to the terms of the Purchase Agreement. The Company and t
VOTING AGREEMENTVoting Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of this 15 day of August, 2019 (the “Effective Date”), by and among Flewpon Inc., a Delaware corporation (the “Company”), Marc Sellouk (“Sellouk”), Avner Nebel (“Nebel”) and Jan Nerud (“Nerud” and collectively with Sellouk and Nebel, the “Stockholders”).
Flewber Global CONSULTING AGREEMENTConsulting Agreement • November 20th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Consulting Agreement (the “Agreement”) is made as of Tuesday October 17th, 2023 by and between Flewber Global, Inc. a Delaware corporation (“Company”), and VIP Ventures Limited LLC, a Florida Corporation (“Consultant").
RESTRICTED UNITS AGREEMENTRestricted Units Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Delaware
Flewber Global Inc. (the “Company”) hereby enters into this Restricted Stock Units Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the Restricted Stock Units (“RSUs”) specified herein pursuant to the Flewber Global Inc. 2021 Equity Incentive Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.
AMENDMENT TO NOTENote • March 15th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Amendment to Unsecured Convertible Note (this “Amendment”), is made as of March 4, 2024 (the “Effective Date”), by and among Flewber Global Inc., a Delaware corporation (the “Company”) and __________ (the “Holder”).
AMENDMENT TO NOTENote • February 1st, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York
This Amendment to Unsecured Subordinated Promissory Note (this “Amendment”), is made as of January 24, 2024 (the “Effective Date”), by and among Flewber Global Inc., a Delaware corporation (the “Company”) and Carmit Cohen (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 14, 2023, by and among Vision FGAR 1, LLC, a Delaware limited liability company (the “Company”), and Radlo Family Irrevocable Trust II, a Massachusetts Trust (the “Buyer”).
ASSIGNMENT OF PURCHASE AGREEMENTAssignment of Purchase Agreement • November 20th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled
THIS ASSIGNMENT OF PURCHASE AGREEMENT (this “Assignment”) is made and entered into as of November 14, 2023 (the “Effective Date”) by and between Flewber, Inc., a New York corporation (“Assignor”) and Vision FGAR 1, LLC, a Delaware limited liability company (“Assignee”) and is consented to by Cirrus Design Corporation, a Wisconsin corporation (“Seller”).
AMEDED & RESTATED SERVICES AGREEMENTServices Agreement • July 19th, 2023 • Flewber Global Inc. • Air transportation, nonscheduled
This Amended & Restated Services Agreement (this “Agreement”) is entered and effective as of 10/10/2022 (the “Effective Date”), by and between Flewber Global Inc., a Delaware corporation (the “Company”) and Moneta Advisory Partners, LLC, a Delaware limited liability company (“MAP” and together with the Company, the “Parties”).
