Adapti, Inc. Sample Contracts
SERVICES AGREEMENTServices Agreement • November 19th, 2010 • Brazos International Exploration, Inc. • Metal mining
GUARANTY AGREEMENTGuaranty Agreement • November 13th, 2025 • Adapti, Inc. • Services-amusement & recreation services • Texas
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”) is executed as of November [*], 2025, by JAMES BALLENGEE, individually (together with such Person’s heirs, executors, personal representatives, permitted successors and permitted assigns, being hereinafter referred to as “Guarantor”), in favor of TEXAS SECURITY BANK (together with its successors and assigns, any subsequent holder(s) of the Note, being hereinafter referred to as “Lender”).
PURCHASE AGREEMENTPurchase Agreement • June 2nd, 2008 • Brazos International Exploration, Inc. • Alberta
BRAZOS INTERNTIONAL EXPLORATION, INC., a Nevada Corporation with principal business offices at 2818 Ft. Hamilton Pkwy, Brooklyn, NY 11218;
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • August 14th, 2025 • Adapti, Inc. • Retail-nonstore retailers • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of August 14, 2025 by and between Adapti, Inc., a Nevada corporation (the “Company”) and Marilu Brassington (the “Participant”).
CROSS-DEFAULT CROSS COLLATERALIZATION AGREEMENTCross-Default Cross-Collateralization Agreement • November 13th, 2025 • Adapti, Inc. • Services-amusement & recreation services
THIS CROSS-DEFAULT CROSS COLLATERALIZATION AGREEMENT (“Agreement”) is made to be effective as of November [*], 2025 by and among BALLENGEE GROUP, LLC, a Texas limited liability company (“Ballengee Group”); 2278 MONITOR, LLC, a Texas limited liability company (“B Real Estate” and together with Ballengee Group and their respective successors and assigns, the “Entities”); and TEXAS SECURITY BANK (together with its successors and assigns, the “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 13th, 2025 • Adapti, Inc. • Services-amusement & recreation services • Texas
THIS PLEDGE AND SECURITY AGREEMENT is entered into as of November [*], 2025 by and among BALLENGEE GROUP, LLC, a Texas limited liability company (the “Borrower”), each of the subsidiaries and related entities of Borrower from time to time party hereto (the “Subsidiaries”), and TEXAS SECURITY BANK (together with its successors and assigns, the “Lender”) on behalf of itself and its Affiliates (“Secured Party”).
ADAPTI, INC. Dallas, TX 85004 November 18, 2025Employment Agreement • November 24th, 2025 • Adapti, Inc. • Services-amusement & recreation services • California
On behalf of Adapti, Inc., a Nevada corporation (the “Company”), I am pleased to offer you the position of Chief Revenue Officer of the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • April 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services
This Intellectual Property Assignment Agreement (“IP Assignment”), dated as of April 1, 2026, is made by Levelution Sports Agency, LLC (“Seller”), a Texas limited liability company, located at 8035 E R L Thornton Fwy #457, Dallas, TX 75228, in favor of Adapti, Inc. (“Buyer”), a Nevada corporation, located at 2278 Monitor Street, Dallas, TX 75207.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services • Texas
Renfro Energy Letter of IntentLetter of Intent • March 3rd, 2011 • Brazos International Exploration, Inc. • Metal mining
("Buyer"), a Nevada Corporation, shall stipulate conditions under which Buyer shall purchase the membership interests of Seller.
COMMON STOCK PURCHASE WARRANT ADAPTI, Inc.Security Agreement • February 17th, 2026 • Adapti, Inc. • Services-amusement & recreation services • Nevada
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, including the vesting conditions contained in Section 2(f), at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adapti, Inc., a Nevada corporation (the “Company”), up to [__________] ([*]) shares (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).
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • March 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services • California
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Adapti, Inc., a Nevada corporation (the “Employer”), on behalf of itself, its parents, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Employer Group”), and Marilu Brassington (the “Employee”), residing at [____] (the Employer and the Employee are collectively referred to as the “Parties”) as of March 5, 2026 (the “Execution Date”).
COMMON STOCK PURCHASE WARRANT ADAPTI, Inc.Security Agreement • November 24th, 2025 • Adapti, Inc. • Services-amusement & recreation services • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Omar Karim (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including the vesting conditions contained in Section 2(f), at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adapti, Inc., a Nevada corporation (the “Company”), up to two hundred forty thousand (240,000) shares (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).
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services
This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of April 1, 2026, by and between Adapti, Inc. (the “Company”), and the undersigned holder of shares of the Company’s securities (the “Holder”). For all purposes of this Agreement, “Holder” includes any affiliate or controlling person of Holder, and any other agent, representative or other person with whom Holder is acting in concert.
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 19th, 2025 • Adapti, Inc. • Services-amusement & recreation services
This first Amendment to Convertible Promissory Note (“Amendment”) is effective as September 24, 2025 (“Effective Date”), between Adapti, inc. (formerly known as Scepter Holdings, Inc.), Inc., a Nevada corporation (“Borrower”), and the holder identified on the signature page here, (“Lender”). Collectively the parties may be referred to herein each as a “Party” and together, the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • July 3rd, 2025 • Adapti, Inc. • Retail-nonstore retailers • California
This Consulting Agreement (“Agreement”) is entered into and effective as of June 30, 2025 by and between Jeff Campbell (the “Consultant”) and Adapti, Inc. (the “Company”). Each of Consultant and Company may be referred to individually as a “Party” and collectively as the “Parties.”
EXHIBIT A Attached to and made part of that certain Membership Interest Purchase Agreement, amended and restated on July 14, 2025, by and among BSG Holdings, LLC and JBAH Holdings, LLC, collectively, as Sellers, and Adapti, Inc. (formerly known as...Lock-Up Agreement • July 18th, 2025 • Adapti, Inc. • Retail-nonstore retailers
This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of July 14, 2025, by and between Adapti, Inc. (formerly known as Scepter Holdings, Inc.) (the “Company”) and the undersigned holder of shares of the Company’s securities (the “Holder” and, together with the Company, the “Parties”). For all purposes of this Agreement, “Holder” includes any affiliate or controlling person of Holder, and any other agent, representative or other person with whom Holder is acting in concert. Capitalized terms not otherwise defined in this Lock-Up Agreement shall have the meaning ascribed to them in the Purchaser Agreement;
LOAN AGREEMENT Dated as of November [*], 2025 between BALLENGEE GROUP, LLC and TEXAS SECURITY BANKLoan Agreement • November 13th, 2025 • Adapti, Inc. • Services-amusement & recreation services • Texas
THIS LOAN AGREEMENT dated effective as of November [*], 2025, is between BALLENGEE GROUP, LLC, a Texas limited liability company (“Borrower”), and TEXAS SECURITY BANK (together with its successors and assigns, “Lender”).
NOTICE OF FINAL AGREEMENT November [*], 2025Loan Agreement • November 13th, 2025 • Adapti, Inc. • Services-amusement & recreation services
As of the effective date of this Notice, Borrower, and Texas Security Bank, as lender (“Lender”) have consummated a transaction pursuant to which Lender has agreed to make a loan or loans to Borrower, and/or to otherwise extend credit or make financial accommodations to or for the benefit of Borrower (the “Loan”).
BILL OF SALEBill of Sale • April 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services
THIS BILL OF SALE (this “Bill of Sale”), dated as of April 1, 2026 , is executed and delivered by Levelution Sports Agency, LLC a Texas limited liability company (the “Seller”) in favor of Adapti, Inc., a Nevada corporation or its assign (the “Buyer”) pursuant to that certain Asset Purchase Agreement, entered into by and between the Seller and the Buyer, dated as of the date hereof (the “Purchase Agreement”). All capitalized words used but not defined in this Bill of Sale shall have the meanings ascribed to such words in the Purchase Agreement; provided however that in the event of a conflict between the Bill of Sale and Purchase Agreement, the more encompassing term will control.
PROMISSORY NOTEPromissory Note • February 17th, 2026 • Adapti, Inc. • Services-amusement & recreation services • Nevada
FOR VALUE RECEIVED, Adapti, Inc., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Beach Capital LLC, or registered assigns (the “Holder”), the sum of [______] dollars ($[*]) (“Principal Amount”) together with any interest as set forth herein, on June 30, 2026 (the “Maturity Date”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services • Texas
This Assignment and Assumption Agreement (the “Agreement”), effective as of April 1, 2026, (the “Effective Date”), is by and between Levelution Sports Agency, LLC a Texas limited liability company (“Seller”), and Adapti, Inc., a Nevada corporation or its assign (“Buyer”).
COMMON STOCK PURCHASE WARRANT ADAPTI, Inc.Security Agreement • November 19th, 2025 • Adapti, Inc. • Services-amusement & recreation services • Nevada
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, including the vesting conditions contained in Section 2(f), at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adapti, Inc., a Nevada corporation (the “Company”), up to eight thousand (8,000) shares (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).
ContractEmployment Agreement • December 8th, 2010 • Brazos International Exploration, Inc. • Metal mining
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of the 7th day of December, 2010, effective December 7, 2010 (the “Effective Date”) by and among BRAZOS INTERNATIONAL EXPLORATION, INC., a Nevada corporation with its principal office 2818 Fort Hamilton Parkway, Brooklyn, NewYork, 11218 (the “Company”), and SAMUEL G. WEISS, with a business address at 1660 NW 19th Avenue, Pompano Beach, Florida 33069 (“Executive”). W I T N E S S E T H: WHEREAS, the Executive has been serving as the Company’s chief executive officer and the parties wish to enter this agreement whereby the relationship between the parties shall be defined; and WHEREAS, the Company desires to continue to engage Executive to serve at its chief executive officer on and subject to the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows: 1. Employment and Duties. (a) Subject to the terms and conditions hereinafter set forth,
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 6th, 2026 • Adapti, Inc. • Services-amusement & recreation services • Texas
This Asset Purchase Agreement (this “Agreement”), dated as of April 1, 2026, is entered into between Levelution Sports Agency, LLC a Texas limited liability company (“Seller”) and Adapti, Inc., a Nevada corporation or its assign (“Adapti” or “Buyer”). The Seller and Buyer may sometimes be referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto.
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BSG HOLDINGS, LLC and JBAH HOLDINGS, LLC as “Sellers” and ADAPTI, INC. (fka Scepter Holdings Inc.) as “Purchaser” July 14, 2025Membership Interest Purchase Agreement • July 18th, 2025 • Adapti, Inc. • Retail-nonstore retailers • Nevada
This AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into on July 14, 2025 (the “Execution Date”) by and among BSG HOLDINGS, LLC, a Texas limited liability company (“BSG”), JBAH HOLDINGS,LLC, a Texas limited liability company (“JBAH”, and together with BSG, “Sellers”, and individually each, a “Seller”), as the equity holders of BALLENGEE GROUP, LLC, a Texas limited liability company (the “Company”), and ADAPTI, INC. (formerly known as SCEPTER HOLDINGS, INC.), a Nevada corporation (“Purchaser”). Sellers and Purchaser may each be referred to herein as a “Party”, or collectively, as the “Parties.”
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTEmployee Confidential Information and Invention Assignment Agreement • November 24th, 2025 • Adapti, Inc. • Services-amusement & recreation services • California
As a condition of my employment (or my employment being continued) with Adapti, Inc., a Nevada corporation (the “Company” and, collectively with any and all of its current or future subsidiaries, affiliates, successors or assigns, the “Company Group”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me pursuant to such employment , the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself and the Company Group) and, I hereby agree to the following:
ASSIGNMENT OF RECEIVABLESAssignment of Receivables • November 13th, 2025 • Adapti, Inc. • Services-amusement & recreation services
THIS ASSIGNMENT OF RECEIVABLES (this “Assignment”) is made and entered into as of November [*], 2025, by BALLENGEE GROUP, LLC, a Texas limited liability company (the “Assignor”), with an address at 2278 Monitor St, Dallas, Texas 75207 in favor of TEXAS SECURITY BANK (the “Lender”), with an address at 2102 E State Hwy 114, Southlake, Texas 76092.
ADAPTI, Inc. August 14, 2025 (the “Effective Date”)Employment Agreement • August 14th, 2025 • Adapti, Inc. • Retail-nonstore retailers • Nevada
On behalf of Adapti, Inc., a Nevada corporation (the “Company”), I am pleased to offer you the position of interim Chief Financial Officer of the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):