Hallmark Venture Group, Inc. Sample Contracts
PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTPromissory Note and Warrant Purchase Agreement • November 21st, 2024 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of October____, 2024, by and among ____________________(the “Investor”) and Hallmark Venture Group, Inc. (the “Company” or “HLLK”).
FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation AgreementDebt Cancellation Agreement • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate • Nevada
Reference is made to that certain 10% Convertible Promissory Note Issued by the Company on April 6, 2023 (the “NOTE”) by and among Hallmark Venture Group Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), Selkirk Global Holdings, LLC (the “Holder”), with an office located at 120 State Ave. NE, Ste 1014, Olympia, WA 98501. As of the date last written below, the remaining NOTE balance is $31,602.73 of principal and accrued interest (“Remaining Note Balance”).
MANAGEMENT AGREEMENTManagement Agreement • March 27th, 2025 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made effective this 23rd day of October, 2024 (the “Effective Date”), between Evan Bloomberg (“Executive”), and Hallmark Venture Group, Inc., a Florida corporation (“HLLK” or the “Company”) each a “Party” and collectively the “Parties”.
ANTI-DILUTION AGREEMENTAnti-Dilution Agreement • January 19th, 2024 • Hallmark Venture Group, Inc. • Real estate • New York
THIS ANTI-DILUTION AGREEMENT (the “Agreement”) is dated as of January 11,2024 and is by and among HALLMARK VENTURE GROUP, Inc., a Florida corporation (the “Company” or “HLLK”) and _________, a __________ (“HOLDER”), and Aurum International Ltd. (“AIL”), each a Party and collectively the Parties.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS CHANGE OF CONTROL AGREEMENT (this Agreement) made and entered to on the date last written below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland and Beartooth Asset Holdings, LLC, (collectively, “Strickland” and together with Murphy, the “Transferors”), Jubilee Intel, LLC (“Jubilee” or “Transferee”) and concerns the change of control of the Company from Murphy and Strickland to Jubilee, and each shall be referred to individually as a Party and collectively the Parties.
EXECUTION VERSION MASTER SERVICES AGREEMENT (FACTORY SETUP · ENGINEERING DISPATCH · TRAINING) by and between SDR DRONE INC. (formerly Hallmark Venture Group, Inc.) and SUNDORI DRONE CO., LTD. Framework Agreement — Engagement- Specific Fees per...Master Services Agreement • June 16th, 2026 • Hallmark Venture Group, Inc. • Real estate • Delaware
WHEREAS, simultaneously herewith, Service Provider has assigned, or has agreed to assign (subject to applicable Transfer Restrictions and the Fallback License mechanism), the Subject IP to Customer pursuant to the Patent Assignment and Technology Transfer Agreement of even date herewith (the “IP Transfer Agreement”);
CHANGE OF CONTROL AGREEMENT dated as of June 9, 2026 by and among HALLMARK VENTURE GROUP, INC. (to be renamed SDR Drone Inc.) SELKIRK GLOBAL HOLDINGS, LLC and PAUL STRICKLAND (Transferor) EQUORIX LLC (Transferee) CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 16th, 2026 • Hallmark Venture Group, Inc. • Real estate • Florida
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is entered into as of the date last written below (the “Effective Date”), by and among: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a Florida corporation (the “Company” or “HLLK”); SELKIRK GLOBAL HOLDINGS, LLC, the record holder of all 100,000 issued and outstanding shares of the Company’s Series A Preferred Stock (the “Series A Shares”); PAUL STRICKLAND, in his individual capacity (Selkirk Global Holdings, LLC and Paul Strickland together, the “Transferor”); and EQUORIX LLC, a limited liability company with its principal office at 1270 Avenue of the Americas, 7th Floor, Rockefeller Center, New York, NY 10020 (the “Transferee” or “EQUORIX”). The Company, Transferor, and Transferee are each referred to herein individually as a “Party” and collectively as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • May 28th, 2026 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made effective this 23rd day of October, 2024 (the “Effective Date”), between Evan Bloomberg (“Executive”), and Hallmark Venture Group, Inc., a Florida corporation (“HLLK” or the “Company”) each a “Party” and collectively the “Parties”.
ASSIGNMENT OF DEBT AGREEMENT (Traderverse Inc. Promissory Note)Assignment of Debt Agreement • June 3rd, 2026 • Hallmark Venture Group, Inc. • Real estate • Florida
Hallmark Venture Group, Inc., a Florida corporation traded under the ticker symbol OTC: HLLK, with an office located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Assignor”); and
EXECUTION VERSION EXCLUSIVE LICENSE BACK AGREEMENT Korea Territory ● Royalty- Free ● Perpetual dated as of June 9, 2026 by and between HALLMARK VENTURE GROUP, INC. (to be renamed SDR Drone Inc.) and SUNDORI DRONE CO., LTD. EXCLUSIVE LICENSE BACK AGREEMENTExclusive License Back Agreement • June 16th, 2026 • Hallmark Venture Group, Inc. • Real estate
THIS EXCLUSIVE LICENSE BACK AGREEMENT (the “Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and between: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a corporation duly organized and existing under the laws of the State of Florida, United States of America, with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (the “Licensor”); and SUNDORI DRONE CO., LTD., a corporation duly organized and existing under the laws of the Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggi-do, Republic of Korea (the “Licensee”). Licensor and Licensee are each referred to herein individually as a “Party” and collectively as the “Parties.”
8% CONVERTIBLE PROMISSORY NOTE OF HALLMARK VENTURE GROUP, INC.Convertible Note • June 16th, 2026 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS CONVERTIBLE PROMISSORY NOTE is issued by Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida, designated as the Company’s 8% Convertible Promissory Note in the principal amount of $100,000.00. This Note is subject to, and qualified by, all the terms and conditions set forth in the Agreement. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.
10% CONVERTIBLE PROMISSORY NOTE OF Hallmark Venture Group, Inc.Convertible Note Agreement • January 19th, 2024 • Hallmark Venture Group, Inc. • Real estate • New York
This Convertible Promissory Note is issued by Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida, designated as the Company’s 10% Convertible Promissory Note in the principal amount of $77,000.00. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.
ESCROW AGREEMENTEscrow Agreement • January 19th, 2024 • Hallmark Venture Group, Inc. • Real estate
THIS AGREEMENT is made as of the date last indicated below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, (collectively, “Strickland”), and Aurum International Ltd. and Steven Arenal (collectively, “Purchaser”) and Liberty Stock Transfer, Inc., (the “Escrow Agent”), and each shall be referred to individually as a Party and collectively the Parties, and concerns the change of control of the Company from Murphy and Strickland to Purchaser.
WARRANT EXERCISE ESCROW AGREEMENT SDR Drone, Inc. (formerly Hallmark Venture Group, Inc.) and Liberty Stock Transfer, Inc., as Escrow AgentWarrant Exercise Escrow Agreement • July 31st, 2026 • SDR Drone, Inc. • Real estate • New Jersey
This WARRANT EXERCISE ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of July, 2026, by and between SDR Drone, Inc., a Florida corporation formerly known as Hallmark Venture Group, Inc., with its principal office at 801 US Highway 1, North Palm Beach, Florida 33408 (the “Company”), and Liberty Stock Transfer, Inc., a New Jersey corporation with offices at 788 Shrewsbury Avenue, Suite 2163, Tinton Falls, New Jersey 07724 (the “Escrow Agent”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 19th, 2024 • Hallmark Venture Group, Inc. • Real estate • New York
THIS CHANGE OF CONTROL AGREEMENT (this Agreement) made and entered to on the date last written below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, (collectively, “Strickland”) Aurum International Ltd. and Steven Arenal (Collectively, “AURUM”) and concerns the change of control of the Company from Murphy and Strickland to AURUM, and each shall be referred to individually as a Party and collectively the Parties.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 31st, 2026 • SDR Drone, Inc. • Real estate • Florida
The securities of SDR Drone, Inc., a Florida corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.
FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation AgreementDebt Cancellation Agreement • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate • Nevada
Reference is made to that certain 0% Convertible Exchange Note Issued by the Company on December 12, 2023 (the “NOTE”) by and among Hallmark Venture Group Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), and Paul Strickland (the “Holder”), with an office located at 120 State Ave. NE, Ste 1014, Olympia, WA 98501. As of the date last written below, the remaining NOTE balance is $7,119.00 of principal and accrued interest (“Remaining Note Balance”).
WARRANT AGENT AGREEMENT SDR Drone, Inc. (formerly Hallmark Venture Group, Inc.) and Liberty Stock Transfer, Inc.Warrant Agent Agreement • July 31st, 2026 • SDR Drone, Inc. • Real estate • Florida
This WARRANT AGENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of July, 2026, by and between SDR Drone, Inc., a Florida corporation formerly known as Hallmark Venture Group, Inc., with its principal office at 801 US Highway 1, North Palm Beach, Florida 33408 (the “Company”), and Liberty Stock Transfer, Inc., a New Jersey corporation with offices at 788 Shrewsbury Avenue, Suite 2163, Tinton Falls, New Jersey 07724 (the “Warrant Agent”).
Warrant to Purchase __________ Shares of Common StockSecurity Agreement • July 31st, 2026 • SDR Drone, Inc. • Real estate • Florida
THIS CERTIFIES THAT, for value received, ________________________________, or its registered assigns (the “Holder”), is entitled to purchase from SDR Drone, Inc., a Florida corporation (the “Company”), shares of the Company’s Common Stock, $0.001 par value per share (the “Warrant Shares”), in the amounts, at such times and at the price per share set forth in Section 2(b), subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Agreement dated as of July 20, 2026 (the “Warrant Agreement”), between the Company and Liberty Stock Transfer, Inc. (the “Warrant Agent”). The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued as part of an offering of securities by the Company pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), and the Subscription Agreement between the Company and the Holder dated ____
FORM OF DEBT CANCELLATION AGREEMENTDebt Cancellation Agreement • April 18th, 2024 • Hallmark Venture Group, Inc. • Real estate • New York
Reference is made to that certain 10% Convertible Promissory Exchange Note Issued by the Company on March 24, 2017 (the “NOTE”) by and among Hallmark Venture Group Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), The Robert Papiri Defined Benefit Plan (the “Assignor”) and Phase I Operations, Inc., a corporation licensed to conduct business in New York, with an office located at 265 Sunrise Hwy, Suite 1515, Rockville Centre, New York 11570 (the “Assignee”). On March 7, 2023, the Assignor assigned the entire NOTE to Assignee pursuant to that certain Assignment of Debt Agreement (the “ADA”). As of the date last written below, the remaining NOTE balance is $8,130 of principle and accrued interest (“Remaining Note Balance”).
FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation AgreementDebt Cancellation Agreement • January 19th, 2024 • Hallmark Venture Group, Inc. • Real estate
Reference is made to that certain 10% Convertible Promissory Note Issued by the Company on ________ (the “NOTE”) by and among Hallmark Venture Group, Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), and _____________ (the “Creditor”). As of the date last written below, the remaining NOTE balance is _________ (“Remaining Note Balance”).
andAgreement for the Supply of Introductory Services & Financing Partners • November 5th, 2024 • Hallmark Venture Group, Inc. • Real estate
EXECUTION VERSION INTELLECTUAL PROPERTY TRANSFER AND TECHNOLOGY ASSIGNMENT AGREEMENT by and among CHO SOON-SIK SUNDORI DRONE CO., LTD. (as Co-Assignors) and HALLMARK VENTURE GROUP, INC. (to be renamed SDR Drone Inc., as Assignee) Version 6 —...Intellectual Property Transfer and Technology Assignment Agreement • June 16th, 2026 • Hallmark Venture Group, Inc. • Real estate • Delaware
WHEREAS, Cho is the inventor of, and the registered patentee under, the twelve (12) Korean patents identified in Schedule A, Part 1 (collectively, the “Korean Patents”), each of which has been filed and registered in the name of Cho in his individual capacity with the Korean Intellectual Property Office (“KIPO”);
NOTICE OF DEFAULT and TERMINATION February 27, 2024Change of Control Agreement • February 28th, 2024 • Hallmark Venture Group, Inc. • Real estate
8% CONVERTIBLE PROMISSORY NOTE OF Hallmark Venture Group, Inc.Convertible Note Agreement • May 9th, 2024 • Hallmark Venture Group, Inc. • Real estate • Florida
This Convertible Promissory Note is issued by Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida, designated as the Company’s 8% Convertible Promissory Note in the principal amount of $100,000.00. Convertible Note and Warrant Purchase Agreement. This Note is one of the Notes issued pursuant to that certain Convertible Note and Warrant Purchase Agreement (the “Agreement”) between the Company and Holder dated as of May 1, 2024. This Note is subject to, and qualified by, all the terms and conditions set forth in the Agreement. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.
10% CONVERTIBLE PROMISSORY NOTE OF Hallmark Venture Group, Inc.Convertible Note Agreement • April 10th, 2023 • Hallmark Venture Group, Inc. • Real estate • New York
This Convertible Promissory Note is issued by Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida, designated as the Company’s 10% Convertible Promissory Note in the principal amount of $50,000.00. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.
ESCROW AGREEMENTEscrow Agreement • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate
THIS AGREEMENT is made as of the date last indicated below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and (collectively, “Strickland”), and Jubilee, LLC and Evan Bloomberg (collectively, “Purchaser”) and Liberty Stock Transfer, Inc., (the “Escrow Agent”), and each shall be referred to individually as a Party and collectively the Parties, and concerns the change of control of the Company from Murphy and Strickland to Purchaser.
AGREEMENT AND PLAN OF REORGANIZATION By and Between Jubilee Intel, LLC And HALLMARK VENTURE GROUP, INC. Dated as of September 26, 2024 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into and is effective September 26, 2024, by and between Hallmark Venture Group, Inc., (“HLLK”), a Florida corporation, JMJ Associates, LLC (“JMJ”), Beartooth Asset Holdings, LLC (“BAH”), and Jubilee Intel, LLC, (“Jubilee”), a Nevada limited liability company. HLLK, JMJ, BAH, and Jubilee are sometimes referred to herein each as a “Party” and collectively as the “Parties”.
ANTI-DILUTION AGREEMENTAnti-Dilution Agreement • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate • Nevada
THIS ANTI-DILUTION AGREEMENT (the “Agreement”) is dated as of September 26, 2024, and is by and among HALLMARK VENTURE GROUP, Inc., a Florida corporation (the “Company” or “HLLK”) and _________, a __________ (“HOLDER”), and Jubilee Intel, LLC, a Nevada limited liability company (“Jubilee”), each a Party and collectively the Parties.
FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation AgreementDebt Cancellation Agreement • October 2nd, 2024 • Hallmark Venture Group, Inc. • Real estate
Reference is made to that certain Account Receiveable Balance (the “A/R”) by and among Hallmark Venture Group Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), and Archer & Greiner, P.C. (the “Holder”), with an office located at 1025 Laurel Oak Road, Voorhees, NJ 08043. As of the date last written below, the remaining A/R balance is or was $__________ of principal and accrued interest (“Remaining A/R Balance”).