COMMON STOCK PURCHASE WARRANT SOBR SAFE, INC.SOBR Safe, Inc. • March 13th, 2023 • Periodicals: publishing or publishing & printing
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 5:00 p.m. (New York City time) on March 9, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOBR Safe, Inc., a Delaware 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 • October 3rd, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2022, between SOBR SAFE, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEX Page ---- ARTICLE I - EXCHANGE OF SECURITIES ..................................... 5 ARTICLE II - REPRESENTATIONS AND WARRANTIES ............................ 5 2.0l - Organization ................................................ 5 2.02 - Capital...Agreement • August 18th, 2011 • Imagine Media LTD • Periodicals: publishing or publishing & printing
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
UNDERWRITING AGREEMENT between SOBR SAFE, INC. and AEGIS CAPITAL CORP. as Representative of the Several Underwriters SOBR SAFE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • New York
The undersigned, SOBR Safe, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiary and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiary, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or 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:
EXHIBIT 10.3 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (hereinafter referred to as the "Agreement"), dated as of August 15th, 2012 ("Execution Date") by and between TransBiotec, Inc.. a Delaware corporation (hereinafter referred to as the...Investment Agreement • September 11th, 2012 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2021 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing
This Registration Rights AGREEMENT (the “Agreement”), dated as of September 27, 2021 (the “Execution Date”), is entered into by and between SOBR Safe, Inc., a Delaware corporation with its principal executive office at 885 Arapahoe Avenue, Boulder, CO 80302 (the “Company”), and [INVESTOR], an exempted company organized under the laws of the [INVESTOR PLACE OF INCORPORATION] (the “Investor”).
Form of Representative’s Warrant AgreementSOBR Safe, Inc. • May 19th, 2022 • Periodicals: publishing or publishing & printing • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2021 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2021, between SOBR Safe, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 19th, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of May 17, 2022 (the “Issuance Date”) is between Sobr Safe, Inc. a Delaware corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant • March 17th, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the "Agreement"), dated August 15, 2012 by and between TransBiotec, Inc., a Delaware Corporation (hereinafter...Registration Rights Agreement • September 11th, 2012 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing
This Agreement is made pursuant to the Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
FORM OF SENIOR CONVERTIBLE NOTE]SOBR Safe, Inc. • March 13th, 2023 • Periodicals: publishing or publishing & printing • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), CHRISTOPHER WHITAKER, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). CHRISTOPHER WHITAKER MAY BE REACHED AT TELEPHONE NUMBER (303) 548-0436.
FORM OF WARRANT AGREEMENTWarrant Agreement • April 21st, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • Delaware
This WARRANT AGREEMENT (this “Agreement”) is made as of April [●], 2022, by and between SOBR Safe, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 22 hereof.
SHARE EXCHANGE AGREEMENTShare • September 10th, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Share Exchange Agreement (this “Agreement”) is made and entered into effective as of the 23rd day of August, 2019 (the “Effective Date”) by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and Michael A. Lanphere, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
DEBT CONVERSION AND COMMON STOCK PURCHASE AGREEMENTDebt Conversion and Common Stock • September 10th, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Debt Conversion Common Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 23rd day of August, 2019 (the “Effective Date”) by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and Devadatt Mishal, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock • September 10th, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 23rd day of August, 2019 (the “Effective Date”) by and between TransBiotec, a Delaware corporation (the “Company”), and Charles Bennington, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 19th, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • Colorado
This Executive Employment Agreement including the attached Exhibit A, the Employee Proprietary Information and Inventions Agreement and Exhibit B, the 2019 Equity Incentive Plan (collectively the "Employment Agreement"), is made effective as the 25th day of October 2019 between TransBiotec, Inc., a Delaware corporation whose business address is 400 N. Tustin Ave., Suite 225, Santa Ana, CA 92705 (the "Company"), and David J. Gandini, an individual residing at 39 Falcon Hills Drive, Highlands Ranch, CO 80126 (the "Executive"). The Company and the Executive are sometimes hereinafter individually referred to as a "Party" or collectively as the "Parties".
DEBT CONVERSION AND COMMON STOCK PURCHASE AGREEMENTDebt Conversion and Common Stock • September 10th, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Debt Conversion Common Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 23rd day of August, 2019 (the “Effective Date”) by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and Michael A. Lanphere, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
LETTER OF INTENTLetter of Intent • November 6th, 2018 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • Colorado
This Letter of Intent (“LOI”) is intended to set forth the basic terms and conditions under which the First Capital Holdings, LLC or its assigns (“FCH”), will enter into an agreement with TransBiotec, Inc. (“TRANSBIO”) in which FCH will exchange all of its right title and interest in and to the Gamma Assets and certain other contractual rights and agreements (“EXCHANGE ASSETS”) for 60% (on a fully diluted basis) of the common stock (“SHARES”) of TRANSBIO. TRANSBIO and FCH shall collectively be referred to as the “Parties.” The Parties intend to enter into a Definitive Agreement that contains the following provisions and that contains other customary representations and warranties.
FORM OF WARRANT AGREEMENTWarrant Agreement • May 12th, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • Delaware
This WARRANT AGREEMENT (this “Agreement”) is made as of April [●], 2022, by and between SOBR Safe, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 22 hereof.
AMENDMENT NO. 1 TO LETTER OF INTENTTransBiotec, Inc. • March 15th, 2019 • Periodicals: publishing or publishing & printing
THIS AMENDMENT NO. 1 TO LETTER OF INTENT is entered into this 6th day of March 2019 by and between TransBiotec, Inc. (“TransBio”) and First Capital Holdings, LLC (“FCH”). TransBio and FCH may each be referred to herein as a “Party” and, together, may be referred to as the “Parties.”
TRUST AGREEMENTTrust Agreement • January 31st, 2008 • Imagine Media LTD • Colorado
This TRUST AGREEMENT is entered into effective the 10th day of August, 2007 by and between Gregory A. Bloom as trustee ("Trustee"), and Imagine Holding Corp., a Nevada corporation ("Imagine").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • Colorado
This Asset Purchase Agreement (this “Agreement”), dated as of May 6, 2019, (“Effective Date”), is entered into between IDTEC, LLC, a Colorado limited liability company, (“Seller”) and TransBiotec, Inc., a Delaware corporation (“Buyer”). Buyer and Seller may each be referred to herein as a “Party” and may be collectively referred to herein as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2023 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • New York
This Purchase Agreement (this “Agreement”) is dated as of March 7, 2023, between SOBR Safe, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)).
TRANSITION AGREEMENTTransition Agreement • December 20th, 2021 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • Colorado
This Transition Agreement (this “Agreement”) is made and entered into as of October 30, 2021, by and between Kevin Moore, an individual (“Moore”), and SOBR Safe, Inc., a Delaware corporation (“SOBR”) (each a “Party” and together the “Parties”).
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • January 31st, 2008 • Imagine Media LTD
THIS ASSIGNMENT AND ASSUMPTION is effective as of the 23rd day of August, 2007 by and between IMAGINE HOLDING CORP., a Nevada corporation ("Assignor"), and IMAGINE MEDIA, LTD., a Delaware corporation ("Assignee").
AMENDMENT NO. 1 TO DEBT CONVERSION AND SERIES A PREFERRED STOCK PURCHASE AGREEMENTPurchase Agreement • August 21st, 2017 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Amendment No. 1 to Debt Conversion and Series A Preferred Stock Purchase Agreement (this “Amendment”) is made and entered into as of February 13, 2017, by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and [___________], an individual (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Stock Purchase Agreement (as defined below).
SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENTPurchase Agreement • December 23rd, 2019 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Series A-1 Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 12th day of December, 2019 (the “Effective Date”) by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and SOBR SAFE, LLC, a Delaware limited liability company (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
AMENDED EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2020 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • Colorado
This Amended Executive Employment Agreement including the attached Exhibit A, the Employee Proprietary Information and Inventions Agreement and Exhibit B, the 2019 Equity Incentive Plan (collectively the “Employment Agreement”), is made effective as the 26th day of November 2019 between TransBiotec, Inc., a Delaware corporation whose business address is 400 N. Tustin Ave., Suite 225, Santa Ana, CA 92705 (the “Company”), and Kevin Moore, an individual residing at 730 15th Street, Boulder, CO 80302 (the “Executive”). The Company and the Executive are sometimes hereinafter individually referred to as a “Party” or collectively as the “Parties”.
WORK FOR HIRE AGREEMENTWork for Hire Agreement • January 31st, 2008 • Imagine Media LTD • Colorado
This WORK FOR HIRE AGREEMENT (the “Agreement”) is made this ___ day of _____ , 2008 (the “Effective Date”), by and between Imagine Media, Ltd., a company organized under the laws of the state of Delaware and its controlled subsidiary, Imagine Operations, Inc., having an office at 1155 Sherman Street, Suite 307, Denver, Colorado (“Company”) and __________________ (“Contractor”).
DEBT CONVERSION AND SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock • August 21st, 2017 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing • California
This Debt Conversion and Series A Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the [___] day of November, 2015 (the “Effective Date”) by and between TransBiotec, Inc., a Delaware corporation (the “Company”), and [________], an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
CONFIRMING AGREEMENT TO THE SERVICES AGREEMENT BETWEEN SOBR SAFE, INC. AND TRADIGITAL MARKETING GROUPConfirming Agreement • July 27th, 2022 • SOBR Safe, Inc. • Periodicals: publishing or publishing & printing • Colorado
This CONFIRMING AGREEMENT to Services Agreement (this “Confirming Agreement”) is made and entered into as of May 16, 2022, by and between SOBR Safe, Inc., a Delaware corporation (the “Company”), and TraDigital Marketing Group, LLC, a Delaware limited liability company (“TraDigital”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Services Agreement (as defined below).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • November 14th, 2013 • TransBiotec, Inc. • Periodicals: publishing or publishing & printing
This Settlement Agreement and Mutual General Release ("Agreement") is entered into as of the 13th. day of March, 2013, by and between the following parties identified immediately below (collectively, the Parties):
