COMMON STOCK PURCHASE WARRANT ZERIFY, INC.Zerify, Inc. • November 4th, 2022 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spencer Clarke 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 ____________, 2022 (the “Initial Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zerify, Inc., a Wyoming corporation (the “Company”), up to ______________common shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock based on the qualification offering of the Company’s Regulation A offering by the Securities and Exchange Commission (unless the Warrant is earlier terminated pursuant to paragraph Section 5(o). 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation, with headquarters located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2016 • Stocosil Inc. • Pharmaceutical preparations • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2022 • Principal Solar, Inc. • Electric services • Colorado
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of March 8, 2022, by and between PRINCIPAL SOLAR, INC., a Delaware corporation, with headquarters located at 100 Crescent Court, Suite 700, Dallas, TX 75201 (the “Company”) and GODFREY DAVIS HOLDINGS LLC, a Colorado limited liability company, with its address at 700 Colorado Blvd., #155, Denver, CO 80206 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2019 • Hemp Naturals, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 14, 2019, by and between HEMP NATURALS, INC., a Delaware corporation, with its address at 16950 North Bay Road, Suite 1803, Sunny Isles Beach, Florida 33160 (the "Company"), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the "Buyer").
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 2010 (the “Effective Date”), by and between HC Government Realty Trust, Inc., a Maryland corporation (the “REIT”, which terms shall include any entity controlled directly or indirectly by the REIT), HC Government Realty Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and [NAME], an individual (“Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of the REIT and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 108, LLCLimited Liability Company Operating Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • Delaware
TRIAD PRO INNOVATORS, INC. CLASS A COMMON STOCK PURCHASE WARRANTTriad Pro Innovators, Inc. • June 23rd, 2021 • Miscellaneous electrical machinery, equipment & supplies • Nevada
THIS CLASS A 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 “Initial Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Triad Pro Innovators, Inc., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Common Stock Purchase Warrant • November 17th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $112,750.00 convertible note to the Holder (as defined below) of even date) (the “Note”), EMA Financial, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from uBid Holdings, Inc., a Delaware corporation (the “Company”), up to 2,800,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 15, 2019, by and among the Company and the Hol
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • July 2nd, 2021 • Masterworks 046, LLC • Retail-retail stores, nec • New York
This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 046, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and
COMMON STOCK PURCHASE WARRANTXcraft Enterprises, LLC • September 17th, 2020 • Aircraft • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, StartEngine Crowdfunding, Inc. 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 the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from [COMPANY], xCraftEnterprises a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”); provided, however, the number of Warrant Shares issuable hereunder shall increase by 25% on each 6-month anniversary of the Initial Exercise Date if, prior to such date, a Liquidity Event has not occurred. The purchase price of one share of Common Stock under this Warrant shall be equal to the
COMMON STOCK PURCHASE WARRANT AMERICAN REBEL HOLDINGS, INC.American Rebel Holdings Inc • February 22nd, 2024 • Miscellaneous fabricated metal products • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I, L.P., a Delaware Limited Partnership 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 February 7, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Rebel Holdings, Inc., a Nevada corporation (the “Company”), up to 377,843 shares of common stock (“Common Stock”) of the Company, par value $0.001 (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 18th, 2021 • Solar Intermodal Corp • Semiconductors & related devices • Delaware
THIS ESCROW AGREEMENT, effective as of _____________, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Solar Intermodal Corporation, a Delaware corporation (“Issuer”) located at 16192 Coastal Highway, Lewes, Delaware, 19958, and offices located at 101 Eisenhower Pkwy, Roseland, New Jersey 07068.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021Administrative Services Agreement • July 2nd, 2021 • Masterworks 046, LLC • Retail-retail stores, nec • New York
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 046, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANT [COMPANY]Elio Motors, Inc. • October 21st, 2015 • Motor vehicles & passenger car bodies • 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 the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELIO MOTORS, INC., an Arizona corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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).
FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2022Management Services Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • New York
This Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 108, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
CONTACT GOLD CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant AgentContact Gold Corp. • September 23rd, 2020 • Gold and silver ores • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the "Warrant Agent")
CONVERTIBLE NOTE DUE AUGUST 24, 2021Pacific Software, Inc. • January 25th, 2021 • Retail-eating & drinking places • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued notes of Pacific Software, Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 2 Bloor St. East, Suite 3500, Toronto, Canada, M4W 1A8, due August 24, 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERSLetter and Agreement • November 4th, 2022 • Masterworks 157, LLC • Retail-retail stores, nec • New York
This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 157, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Co-Managers” and each, a “Co-Manager”) to act as Co-Managers for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”) to purchasers, who will subscribe for the securities via the Client’s online investment platform at www.masterworks.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability c
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement ("Agreement"), dated as of [DATE], is by and between Monogram Orthopaedics, Inc., a Delaware corporation (the "Company") and Paul Riss (the "Indemnitee").
INDEMNIFICATION AGREEMENT by and between Atomic Studios, Inc. and Sky” Douglas Conway Indemnitee INDEMNIFICATION AGREEMENTIndemnification Agreement • January 14th, 2020 • Atomic Studios, Inc. • Cable & other pay television services • Wyoming
THIS AGREEMENT is entered into, effective as June __, 2018 of by and between Atomic Studios, Inc., a Wyoming corporation (the “Company”), and “Sky” Douglas Conway, INDEMNITEE (“Indemnitee”).
Form of Underwriter’s Warrant Agreement]Prometheum, Inc. • April 20th, 2021 • Security & commodity brokers, dealers, exchanges & services • New York
THIS COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING].
EMO CAPITAL, CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2023 • Emo Capital Corp. • Agricultural chemicals • Nevada
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
Winc, Inc. fIFth amended and restated Investors’ Rights AGREEMENT Effective Date: ____, 2019Investors’ Rights Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of _____, 2019, by and among Winc, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Aspen REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
Broker-Dealer AgreementBroker-Dealer Agreement • February 1st, 2022 • TNT Franchise Fund Inc. • Investors, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between TNT Franchise Fund Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 24, 2021 (the “Effective Date”):
INDEMNIFICATION AGREEMENT ENERGY HUNTER RESOURCES, INC.Indemnification Agreement • November 17th, 2016 • Energy Hunter Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___day of July, 2016 between ENERGY HUNTER RESOURCES, INC., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF ENGAGEMENT LETTERMasterworks 041, LLC • March 4th, 2021 • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 041, LLC (the “Client;” “Masterworks 041”) engages Independent Brokerage Solutions LLC (the “Financial Adviser;” “IndieBrokers”). IndieBrokers is engaged to act as the exclusive underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 19th, 2024 • WFTP Ventures Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE GROWTH eREIT III, LLC Dated as of February 13, 2019Operating Agreement • July 18th, 2023 • Fundrise Growth eREIT III, LLC • Real estate investment trusts • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE GROWTH eREIT III, LLC is dated as of February 13, 2019. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1 or Section 13.1.
BIOLIFE SCIENCES INC. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • November 29th, 2022 • BioLIfe Sciences Inc • Pharmaceutical preparations • Nevada
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPAspen REIT, Inc. • December 21st, 2017 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASPEN OP, LP, a Delaware limited partnership (the “Partnership”), dated as of [·] (this “Agreement”), is entered into by and among ASPEN REIT, INC., a Maryland corporation (the “General Partner”) and the LIMITED PARTNERS identified on Exhibit A hereto. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in Article I below.
