Data443 Risk Mitigation, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 26th, 2021 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 19, 2021, by and between DATA443 RISK MITIGATION, INC., a Nevada corporation, with headquarters located at 101 J Morris Commons Lane, Suite 105, Morrisville, NC 27560 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • August 25th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • New York

The undersigned, Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities Inc. (the “Representative”) and with the other underwriters, if any, 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 DATA443 RISK MITIGATION, INC.
Data443 Risk Mitigation, Inc. • August 25th, 2023 • Services-prepackaged software • New York

THIS COMMON STOCK PURCHASE WARRANT (this “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 “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“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 t

PRE-FUNDED COMMON STOCK PURCHASE WARRANT DATA443 RISK MITIGATION, INC.
Data443 Risk Mitigation, Inc. • July 24th, 2023 • Services-prepackaged software

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dawson James Securities, 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 Uplisting Date (as defined in that certain Convertible Promissory Note (the “Note”) of the Company in favor of Walleye Opportunities Master Fund Ltd dated as of June 30, 2023 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), up to 32,500,000 shares (in any event, 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 AGREEMENT
Securities Purchase Agreement • March 31st, 2022 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 1, 2022, by and between DATA443 RISK MITIGATION, INC., a Nevada corporation, with headquarters located at 101 J Morris Commons Lane, Suite 105, Morrisville, NC 27560 (the “Company”) and ROOT VENTURES, LLC, a Nevada limited liability company, with its address at 1 East Liberty Street, Suite 600, Reno, NV 85901, (the “Buyer”).

COMMON STOCK PURCHASE WARRANT LANDSTAR, INC.
LandStar, Inc. • May 15th, 2019 • Industrial organic chemicals

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the person more particularly descried on Exhibit “A”, attached hereto and incorporated herein by reference (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LANDSTAR, INC., a Nevada corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) 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), subject to adjustment herein. This Warrant is issued by the Company as of the Issue Date

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2020 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This Registration Rights AGREEMENT (the “Agreement”), dated as of January 24, 2020 (the “Execution Date”), is entered into by and between DATA443 RISK MITIGATION, INC., a Nevada corporation with its principal executive office at 101 J Morris Commons Lane, Suite 105, Morrisville, NC 27560 (the “Company”), and PAG GROUP, LLC, a Wyoming limited liability company, with offices at 370 W. Pleasantview Ave., Suite 163, Hackensack, New Jersey 07601 (the “Investor”).

COMMON STOCK PURCHASE WARRANT DATA443 RISK MITIGATION, INC.
Common Stock Purchase Warrant • July 24th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the Amendment (as defined below)), Auctus Fund, 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 DATA443 RISK MITIGATION, INC., a Nevada corporation (the “Company”), 25,000,000 shares of Common Stock (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 global amendment dated July 3, 2023, by and among the Company and the Holder (the “Amendment”).

SECURITY AGREEMENT
Security Agreement • August 3rd, 2021 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This SECURITY AGREEMENT, dated as of July 27, 2021 (this “Agreement”), is among Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Auctus Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

EQUITY FINANCING AGREEMENT
Equity Financing Agreement • January 30th, 2020 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of January 24, 2020 (the “Execution Date”), is entered into by and between DATA443 RISK MITIGATION, INC., a Nevada corporation with its principal executive office at 101 J Morris Commons Lane, Suite 105, Morrisville, North Carolina 27560 (the “Company”), and PAG GROUP, LLC, a Wyoming limited liability company, with offices at 370 W. Pleasantview Ave., #163, Hackensack, New Jersey 07601 (the “Investor”).

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • August 25th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of December [__], 2023 (the “Issuance Date”) between Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), and Madison Stock Transfer Inc. (the “Warrant Agent”).

COMMON STOCK PURCHASE WARRANT DATA443 RISK MITIGATION, INC.
Data443 Risk Mitigation, Inc. • January 30th, 2023 • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Walleye Opportunities Master Fund Ltd, a Cayman Islands company 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 that is four months after the Uplisting Date (as defined in that certain Convertible Promissory Note (the “Note”) of the Company in favor of the Holder of even date herewith (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), up to one hundred percent (100%) of that number of shares of Common Stock into which that certain Convertible Promissory Note of the Company in favor of the Holder of even date herewith may be converted (as more definitiv

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 24th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2023, by and between DATA443 RISK MITIGATION, INC., a Nevada corporation, with headquarters located at 4000 Sancar Drive, Suite 400, Research Triangle Park, NC 27709 (the “Company”), and _____________., a Delaware limited partnership, with its address at ______________ (the “Buyer”).

COMMON STOCK PURCHASE WARRANT (SECOND WARRANT) DATA443 RISK MITIGATION, INC.
Common Stock Purchase • April 27th, 2021 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $832,000.00 to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, 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 DATA443 RISK MITIGATION, INC., a Nevada corporation (the “Company”), 110,933,333 shares of Common Stock (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 April 22, 2021, by and among

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 15th, 2019 • LandStar, Inc. • Industrial organic chemicals • Nevada

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of February 06, 2019, among LANDSTAR, INC., a Nevada corporation (the “Company”), and each purchaser identified on the Purchaser Signature Pages attached hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 17th, 2020 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This Common Stock Purchase Agreement (the “Agreement”), dated as of December 10, 2020 (the “Execution Date”), is entered into by and between Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), and Triton Funds LP, a Delaware limited partnership (the “Investor”).

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...
Data443 Risk Mitigation, Inc. • July 24th, 2023 • Services-prepackaged software • Nevada

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER OF THIS NOTE WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 4000 Sancar Drive, Triangle Research Park, North Carolina 27709.

Contract
Common Stock Purchase Warrant • August 25th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [ ], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC., OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF DAWSON JAMES SECURITIES, INC.

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • July 24th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

This Convertible Note Purchase Agreement (this “Agreement”) is dated as of June 30, 2023, by and among ________________ (the “Purchaser”), and Data443 Risk Mitigation, Inc., a Nevada corporation (“Data443” or the “Company”).

COMMON STOCK PURCHASE WARRANT DATA443 RISK MITIGATION, INC.
Data443 Risk Mitigation, Inc. • December 17th, 2020 • Services-prepackaged software • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that common stock purchase agreement dated December 10, 2020, between the Company (as defined below) and the Investor (as defined below)) (the “CSPA”), TRITON FUNDS, LP, a Delaware limited partnership (the “Investor” and including any permitted and registered assigns), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from DATA443 RISK MITIGATION, INC., a Nevada corporation (the “Company”), up to 100,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the date hereof pursuant to the CSPA.

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AMENDMENT AND FORBEARANCE AGREEMENT
And Forbearance Agreement • June 20th, 2019 • LandStar, Inc. • Services-prepackaged software • North Carolina

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

ADVISORY BOARD AGREEMENT
Advisory Board Agreement • August 6th, 2020 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • Nevada

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties in Wake County, North Carolina, shall be effective as of and on the Effective Date. Each of the Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 7th, 2022 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2022, by and among Data443 Risk Mitigation, Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 24th, 2019 • LandStar, Inc. • Industrial organic chemicals • Nevada

IN WITNESS WHEREOF, this SHARE EXCHANGE AGREEMENT has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

SECURITY AGREEMENT DATA443 RISK MITIGATION, INC., AS THE DEBTOR and MYRIAD SOFTWARE PRODUCTIONS, LLC, AS THE SECURED PARTY
Security Agreement • January 11th, 2019 • LandStar, Inc. • Industrial organic chemicals • North Carolina

IN WITNESS WHEREOF, this SECURITY AGREEMENT has been duly executed by the Parties in Raleigh, North Carolina, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

Contract
Assignment and Assumption Agreement • February 24th, 2023 • Data443 Risk Mitigation, Inc. • Services-prepackaged software

THIS I.P. ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is dated and effective as of the 31st day of January 2021 (the “Effective Date”) and is entered into by and between 2020 NOTEHOLDERS2020 NOTEHOLDERS, LLC, a Louisiana limited liability company (“2020 NOTEHOLDERS”); and, DATA443 RISK MITIGATION, INC., a North Carolina corporation (“Data443”), each a “Party”, and collectively the “Parties”.

STOCK PURCHASE RIGHTS AGREEMENT RORY WELCH, As the Party Responsible for the Sale of 100% of the Issued and Outstanding Shares of 100% Share Interest of WALA, INC. and LANDSTAR, INC., As the LDSR of the Shares
Stock Purchase Rights Agreement • February 11th, 2019 • LandStar, Inc. • Industrial organic chemicals

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties in Wake County, North Carolina, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

EXCLUSIVE LICENSE AND MANAGEMENT AGREEMENT WALA, INC. and LANDSTAR, INC.
Exclusive License and Management Agreement • February 11th, 2019 • LandStar, Inc. • Industrial organic chemicals • North Carolina

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties in Wake County, North Carolina, and shall be effective as of and on the Effective Date. Each of the Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 20th, 2019 • LandStar, Inc. • Services-prepackaged software • North Carolina

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 16, 2019 (the “Effective Date”), by and among DMBGroup, LLC (“Seller”), Landstar, Inc. (“Buyer”), and Billy Whittington, Deidre Whittington and Michelle Marost (each of Billy Whittington, Deidre Whittington and Michelle Marost are referred to herein as a “Member” and collectively the “Members”). The Members, collectively with Seller and Buyer, are sometimes referred to herein as the “Parties”, and each, a “Party”.

DEBT RESTRUCTURING AGREEMENT
Debt Restructuring Agreement • April 24th, 2019 • LandStar, Inc. • Industrial organic chemicals • New York
SHARE SETTLEMENT AGREEMENT JASON REMILLARD
Share Settlement Agreement • November 16th, 2020 • Data443 Risk Mitigation, Inc. • Services-prepackaged software • North Carolina

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties in Wake County, North Carolina, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

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