EXHIBIT DCreatd, Inc. • November 1st, 2023 • Services-allied to motion picture production
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2023 • Creatd, Inc. • Services-allied to motion picture production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2022, between Creatd, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2023 • Creatd, Inc. • Services-allied to motion picture production
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 11, 2022, between Creatd, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2020 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 19, 2020, by and between JERRICK MEDIA HOLDINGS, INC., a Nevada corporation, with headquarters located at 2050 Center Avenue, Suite 640, Fort Lee, NJ 07024 (the “Company”), and _______ (the “Buyer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2021 • Creatd, Inc. • Services-allied to motion picture production • New York
The undersigned, Creatd, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter 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:
AMENDED AND RESTATED [SERIES C][SERIES D][SERIES E][SERIES F] COMMON STOCK PURCHASE WARRANT CREATD, INC.Creatd, Inc. • October 25th, 2022 • Services-allied to motion picture production
THIS AMENDED AND RESTATED [SERIES C][SERIES D][SERIES E][SERIES F] 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 [December 1, 2022][January 25, 2023] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [December 1, 2027][January 25, 2028] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creatd, 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). This Warrant amends, restates and replaces in its entirety that certain [Series C][Series D][Series E][Series F] Common Stock Purchase Warrant of the Company
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2017 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2017, by and between Jerrick Media Holdings, Inc., a Nevada corporation, with headquarters located at 202 S. Dean Street, Englewood, NJ 07631 (the “Company”), and DiamondRock LLC, a New York limited liability company, with its address at 321 10th Avenue, Suite 202, San Diego, CA 92101 (the “Buyer”).
10% PROMISSORY NOTECreatd, Inc. • December 21st, 2022 • Services-allied to motion picture production • Delaware
THIS IS A 10% PROMISSORY NOTE of Creatd Inc. (the “Company”), a Nevada Corporation, having its principal place of business at 2050 Center Avenue, Suite 640, Fort Lee, NJ, 07024 (this “Note”), which represents a duly authorized and validly issued debt of the Company.
SERIES F COMMON STOCK PURCHASE WARRANT CREATD, INC.Creatd, Inc. • July 29th, 2022 • Services-allied to motion picture production • New York
THIS SERIES F 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 July __, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July __, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creatd, 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 (the “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 • October 27th, 2021 • Creatd, Inc. • Services-allied to motion picture production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2021, between Creatd, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 29th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York
SUBSIDIARY GUARANTEE, dated as of July 25, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Creatd, Inc., a Nevada corporation (the “Company”) and the Purchasers.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 15th, 2020 • Creatd, Inc. • Services-allied to motion picture production • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of September 15, 2020 (the “Issuance Date”) between Creatd, Inc. (f/k/a Jerrick Media Holdings, Inc.), a company incorporated under the laws of the State of Nevada (the “Company”), and Pacific Stock Transfer (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 27th, 2021 • Creatd, Inc. • Services-allied to motion picture production • New York
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 14th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Creatd, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and holders of certain shares of series E preferred stock, par value $0.001 per share (the “Preferred Shares”), common stock warrants (the “Eligible Warrants”), and stock options (the “Eligible Options”), subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1, as amended (File No. 333-265251), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 27, 2022, to subscribe for and purchase up to an aggregate of 20,000,000 units (the “Units”), each consisting of one share of Common Stock (the “Rights Shares”), one series A warrant exercisable to acquire one share of Common Stock at an exe
SECURITY AGREEMENTSecurity Agreement • April 14th, 2016 • Jerrick Media Holdings, Inc. • Real estate • Nevada
This SECURITY AGREEMENT (“Agreement”) is made as of March 17, 2016, by and among JERRICK MEDIA HOLDINGS, Inc., a corporation incorporated under the laws of the State of Nevada and located at 202 S. Dean Street, Englewood, NJ 07631 (“JMH”), and JERRICK VENTURES, LLC, a corporation incorporated under the laws of the State of Delaware and located at 202 S. Dean Street, Englewood, NJ 07631 (“JV” and together with JMH, collectively, the “Company”), in favor of ________________________ (the “Secured Party”).
COMMON STOCK PURCHASE WARRANT JERRICK MEDIA HOLDINGS, INC.Common Stock Purchase Warrant • June 24th, 2020 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $550,000.00 self-amortization promissory note to the Holder (as defined below) of even date) (the “Note”), _____________ (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 Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), up to 148,809 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 June 19, 2020, by and among the Company and the Holder (the “Purchase Agre
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2022 • Creatd, Inc. • Services-allied to motion picture production • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 7, 2022 between CREATD INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (“Investor”).
COMMON STOCK PURCHASE WARRANT JERRICK MEDIA HOLDINGS, INC.Jerrick Media Holdings, Inc. • February 14th, 2019 • Services-allied to motion picture production • 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 Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Issue Date (as subject to adjustment hereunder, the “Termination Date”), to subscribe for and purchase from Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment herein, the “Warrant Shares”) of common stock of the Company (the “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 1.2.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 30th, 2023 • Creatd, Inc. • Services-allied to motion picture production • Delaware
This Common Stock Purchase Agreement (the “Agreement”) is entered into as of October 26, 2022, by and between CREATD INC., a Nevada corporation (the “Company”), and COVENTRY ENTERPRISES, LLC, a Delaware limited liability company (the “Investor”). The Company and Investor may be referred to herein as each a “Party” and collectively, the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • September 19th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York
Re: Securities Purchase Agreement, dated as of September 15, 2022 (the “Purchase Agreement”), between Creatd, inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
COMMON STOCK PURCHASE WARRANT To Purchase ________Shares of Common Stock ofCommon Stock Purchase Warrant • September 18th, 2017 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, _________ (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 this Warrant and on or prior to the fifth anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), up to __________shares (the “Warrant Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be US $0.20 (twenty cents US). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Sec
COMMON STOCK PURCHASE WARRANT JERRICK MEDIA HOLDINGS, INC.Jerrick Media Holdings, Inc. • March 3rd, 2020 • Services-allied to motion picture production • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] or his 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 Exercise Date, on or prior to the close of business on February 27, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), up to 124,995 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
EXECUTIVE EMPLOYMENT AGREEMENT CREATD, INC.Executive Employment Agreement • April 6th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York
This Executive Employment Agreement (the “Agreement”) dated April 5, 2022 by and between Creatd, Inc., a corporation duly organized under the laws of the state of Nevada (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Laurie Weisberg, a resident of the state of Florida (hereinafter referred to as the “Executive”).
SPIN-OFF AGREEMENTSpin-Off Agreement • February 11th, 2016 • Great Plains Holdings, Inc. • Real estate • Nevada
This SPIN-OFF AGREEMENT, dated as of February 5, 2016, (this “Agreement”), is entered into by and among Great Plains Holdings, Inc., a Nevada corporation (“Seller”), and Kent Campbell (“Buyer”).
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • September 18th, 2017 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
SECURITY AGREEMENTSecurity Agreement • September 12th, 2019 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New Jersey
This Security Agreement, dated as of September 11, 2019 (this “Agreement”), is by and between Seller’s Choice, LLC, a New Jersey limited liability company (the “Company”), and Home Revolution, LLC, a Delaware limited liability company, the holder of that certain secured promissory note, dated September 11, 2019, made by Jerrick Media Holdings, Inc., a Nevada corporation (“Jerrick”), in the original principal amount of $660,000 (the “Note”) (the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2018 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May ___, 2018, by and between Jerrick Media Holdings, Inc., a Nevada corporation with its headquarters located at 202 S. Dean St. Englewood, NJ 07631 (the “Company”), and the investors identified on the signature page hereto (the “Purchasers”).
Re: Agreement to Convert – Convertible NoteJerrick Media Holdings, Inc. • August 31st, 2018 • Services-allied to motion picture production • New Jersey
You are being sent this letter as you are currently the holder of a Convertible Note dated <<Date Signed>> (the “Note”) issued by Jerrick Media Holdings, Inc. (the “Company”) in the original principal amount of <<Principal>> (“Original Principal Amount”). Marking the note to August 15th, 2018 , you are owed remaining principal of <<Principal>> (“Principal Amount”), along with accrued interest of <<Interest>> (the “Interest Amount” together with the Principal Amount, the “Note Obligation”). As an incentive to the requested conversion as set forth below, the Company has agreed to issue you a five-year warrant to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price of $0.30 equal to 50% of the amount of shares underlying the Note Obligation (the “Incentive Warrant”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 30th, 2023 • Creatd, Inc. • Services-allied to motion picture production • New York
SUBSIDIARY GUARANTEE, dated as of December 11, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Creatd, Inc., a Nevada corporation (the “Company”) and the Purchasers.
STOCK OPTION AGREEMENTStock Option Agreement • October 25th, 2019 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of [__] 2019 by and between Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”) and Andrew Taffin, an individual (the “Grantee”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 19th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York
SUBSIDIARY GUARANTEE, dated as of September 15, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Creatd, Inc., a Nevada corporation (the “Company”) and the Purchasers.
JERRICK MEDIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2018 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this ______day of October, 2017, by and among Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), and each Holder of the Notes and Warrants issued by the Company pursuant to a Securities Purchase Agreement, dated as of the date hereof, by and between each Investor and the Company (the “SPA”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2018 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December ___, 2017, by and between Jerrick Media Holdings, Inc., a Nevada corporation with its headquarters located at 202 S. Dean St. Englewood, NJ 07631 (the “Company”), and the Investor identified on the signature page hereto (the “Investor”).
FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE NOTE DUE APRIL 11, 2018Jerrick Media Holdings, Inc. • September 15th, 2017 • Services-allied to motion picture production
This FIRST AMENDMENT TO 8.5% CONVERTIBLE REDEEMABLE NOTE (“First Amendment”) is entered into by and between JERRICK MEDIA HOLDINGS, INC., a Nevada corporation (the “Borrower”), and CROSSOVER CAPITAL FUND I, LLC, a Washington limited liability company, (the “Lender”). Borrower and Lender are sometimes individually referred to in this First Amendment as “Party” and collectively as “Parties”. This First Amendment shall be effective on the first date on which it is signed by both of the Parties (“Effective Date”).
LOAN AGREEMENTLoan Agreement • June 5th, 2019 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New Jersey
This Loan Agreement (this “Agreement”) is made and entered into as of this 3rd day of June, 2019, by and between Arthur Rosen, an individual (“Rosen”) and Eric Goldberg, an individual (“Goldberg”, and together with Rosen, the “Lenders”), and JERRICK MEDIA HOLDINGS, INC., a Nevada corporation with a principal place of business at 2050 Center Avenue, Suite 640, Fort Lee, NJ 07024 (the “Borrower”).
