PogoTec, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 10th, 2018 • PogoTec, Inc. • Photographic equipment & supplies • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 7th, 2018 • PogoTec, Inc. • Photographic equipment & supplies • Virginia

This EMPLOYMENT AGREEMENT is effective as of August 1, 2017, and is between PogoTec, Inc., a corporation organized under the laws of the state of Delaware (“Employer”), and Brendan Sheil (“Executive”).

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Contract
PogoTec, Inc. • November 16th, 2017 • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

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PogoTec, Inc. Group 1 Note Purchase Agreement
Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • New York

This Note Purchase Agreement, dated as of June 14, 2017 (this “Agreement”) is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), and the persons and entities delivering a signature page hereto and listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

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PogoTec, Inc. SERIES B PREFERRED STOCK PURCHASE AGREEMENT August 24, 2016
Series B Preferred Stock Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • Delaware

This Series B Preferred Stock Purchase Agreement (this “Agreement”) is dated as of the Effective Date, and is between PogoTec, Inc. and the Investors.

Sample 1
CONTRIBUTION, INDEMNITY, INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • November 16th, 2017 • PogoTec, Inc. • New York

This Contribution, Indemnity, Intercreditor and Collateral Agency Agreement (this “Agreement”), dated as of June 14, 2017, is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), the persons and entities delivering a signature page hereto, as the same may be updated from time to time (the “Investors”), and Jack McDougall, as the collateral agent appointed pursuant to the terms and conditions hereof (the “Collateral Agent”).

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POGOTEC, Inc. SAFE PURCHASE AGREEMENT
Safe Purchase Agreement • January 10th, 2018 • PogoTec, Inc. • Photographic equipment & supplies • Delaware

This Safe Purchase Agreement, dated as of December 11, 2017, (this “Agreement”) is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), and the Investors identified on the attached Schedule 1 (the “Investors”).

Sample 1
FOURTH AMENDMENT AND WAIVER TO LOAN AGREEMENT
Loan Agreement • January 10th, 2018 • PogoTec, Inc. • Photographic equipment & supplies

This Fourth Amendment and Waiver to Loan Agreement (this “Amendment”), dated as of January 5, 2018, is executed and delivered by POGOTEC, INC. (“Borrower”) and Pacific Western Bank, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

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PogoTec, Inc. Group 2 Warrant Issuance Agreement
Warrant Issuance Agreement • January 10th, 2018 • PogoTec, Inc. • Photographic equipment & supplies • Delaware

This Warrant Issuance Agreement, dated as of June 14, 2017 (this “Agreement”) is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), and the persons and entities delivering a signature page hereto and listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

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GROUP 1 TO GROUP 2 CONVERSION AGREEMENT
Group 2 Conversion Agreement • November 16th, 2017 • PogoTec, Inc. • New York

This Group 1 to Group 2 Conversion Agreement, dated as of October 24, 2017 (the “Effective Date”), is made by and between Fly High Eyes, LLC (“Fly High Eyes”), PogoTec, Inc., a Delaware Corporation (the “Company”), and Ronald D. Blum (“Blum”).

Sample 1
PogoTec, Inc. Note and Warrant Purchase Agreement
And Warrant Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • New York

This Note and Warrant Purchase Agreement, dated as of November 1, 2017 (the “Agreement”), is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), and the persons and entities delivering a signature page hereto and listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

Sample 1
INTERCREDITOR AGREEMENT BETWEEN GROUP A INVESTORS AND GROUP B INVESTORS
Intercreditor Agreement • November 16th, 2017 • PogoTec, Inc. • New York

THIS INTERCREDITOR AGREEMENT BETWEEN GROUP A INVESTORS AND GROUP B INVESTORS (this “Agreement”) dated as of the 2nd day of November, 2017, is made by and among the Investors associated with the Square 1 Bank loan facility as they are identified on Schedule 1 hereto (the “Group A Investors”), the note holders pursuant to the Note and Warrant Purchase Agreement dated as of November 1, 2017 as they are identified on Schedule 2 hereto (the “Group B Investors”), and PogoTec, Inc. (the “Company”).

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POGOTEC, INC. EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2017 • PogoTec, Inc. • Virginia

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated effective as of November 29th, 2016, and is between PogoTec, Inc., a corporation organized under the laws of the state of Delaware (“Employer”), and Timothy Haley (“Executive”).

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SUBORDINATION AGREEMENT
Subordination Agreement • November 16th, 2017 • PogoTec, Inc. • North Carolina

This Subordination Agreement (this “Agreement”) is made as of [DATE], by and between [NAME OF CREDITOR] the undersigned creditor (“Creditor”) and PACIFIC WESTERN BANK, a California state chartered bank (“Bank”).

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AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES
Purchase Shares • January 10th, 2018 • PogoTec, Inc. • Photographic equipment & supplies

This Amendment No. 1 to Warrant To Purchase Shares dated as of December 21, 2017 (this “Amendment”) is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), and the persons and entities delivering a signature page hereto (each an “Investor” and, collectively, the “Investors”).

Sample 1
SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 16th, 2017 • PogoTec, Inc.

This Second Amendment to Loan Agreement (this “Amendment”), dated as of July 12, 2017, is executed and delivered by POGOTEC, INC. (“Borrower”), and Pacific Western Bank, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 16th, 2017 • PogoTec, Inc. • New York

This Intellectual Property Security Agreement (this “Agreement”) is entered into as of June 14, 2017 by and among Jack McDougall, in his capacity as Collateral Agent for the benefit of the Investors (“Agent”), and PogoTec, Inc., a Delaware corporation (“Grantor”).

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WARRANT TO PURCHASE SHARES
Stock Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • Delaware

This Warrant is issued to the individual or entity identified in the signature page hereto (the “Investor”) by Photo Eyewear, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Series A Preferred Stock Purchase Agreement (the “Stock Purchase Agreement”) dated March 12, 2015 in connection with the Company’s issuance to Investor of shares of Series A Preferred Stock.

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Photo Eyewear, Inc. SERIES A PREFERRED STOCK PURCHASE AGREEMENT March 12, 2015
Preferred Stock Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • Delaware

This Series A Preferred Stock Purchase Agreement (this “Agreement”) is dated as of the Effective Date, and is between Photo Eyewear, Inc. and the Investors.

Sample 1
THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 16th, 2017 • PogoTec, Inc.

This Third Amendment to Loan Agreement (this “Amendment”), dated as of November 1, 2017, is executed and delivered by POGOTEC, INC. (“Borrower”), and Pacific Western Bank, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

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CONFIRMATORY GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY
PogoTec, Inc. • November 16th, 2017

This Confirmatory Grant of Security Interest in Intellectual Property is entered into as of June 14, 2017 by and among Jack McDougall, Collateral Agent for the benefit of the Investors (defined below) (“Agent”), and PogoTec, Inc., a Delaware corporation (“Grantor”).

Sample 1
FIRST AMENDMENT AND WAIVER TO LOAN AGREEMENT
Loan Agreement • November 16th, 2017 • PogoTec, Inc.

This First Amendment and Waiver to Loan Agreement (this “Amendment”), dated as of June 29, 2017, is executed and delivered by POGOTEC, INC. (“Borrower”), and Pacific Western Bank, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

Sample 1
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PogoTec, Inc. Note Purchase Agreement
Note Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • California

This Note Purchase Agreement, dated as of July 8, 2016 (this “Agreement”) is entered into by and among PogoTec, Inc., a Delaware corporation (the “Company”), and the persons and entities delivering a signature page hereto and listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2018 • PogoTec, Inc. • Photographic equipment & supplies • Virginia

This Amendment No. 1 effective as of October 31, 2017 (this “Amendment”) to the Employment Agreement dated as of November 3, 2014 (the “Agreement”) is entered between PogoTec, Inc., a Delaware corporation with a principal place of business 4502 Starkey Road, Suite 109, Roanoke, Virginia 24018 (the “Company”), and Ronald D. Blum, an individual having an address at 5320 Silver Fox Road, Roanoke, Virginia 24018 (“Executive”) is effective as of August 1, 2017. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings set forth in the Agreement

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POGOTEC, INC. AMENDMENT NO. 2 TO THE SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • November 16th, 2017 • PogoTec, Inc.

THIS AMENDMENT NO. 2 TO THE SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Amendment No. 2”) is made as of April 4 2017, by and between PogoTec, Inc., a Delaware corporation (the “Company”), and the undersigned, together constituting at least a minimum number of parties necessary to amend that certain Series B Preferred Stock Purchase Agreement dated August 24, 2016, as amended (the “Purchase Agreement”), by and between the Company and the persons and entities listed on the Schedule of Investors (each an “Investor” and collectively, as the “Investors”) attached thereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Purchase Agreement.

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POGOTEC, INC. LOAN AGREEMENT
Loan Agreement • November 16th, 2017 • PogoTec, Inc. • North Carolina

This LOAN AGREEMENT (this “Agreement”) is entered into as of June 14, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and POGOTEC, INC., a Delaware corporation (“Borrower”).

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PogoTec, Inc. SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT July 20, 2015
Preferred Stock Purchase Agreement • November 16th, 2017 • PogoTec, Inc. • Delaware

This Series A-1 Preferred Stock Purchase Agreement (this “Agreement”) is dated as of the Effective Date, and is between PogoTec, Inc. and the Investors.

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POGOTEC, INC. AMENDMENT NO. 1 TO THE SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • November 16th, 2017 • PogoTec, Inc.

THIS AMENDMENT NO. 1 TO THE SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Amendment No. 1”) is made as of January 4, 2017, by and between PogoTec, Inc., a Delaware corporation (the “Company”), and the undersigned, together constituting at least a minimum number of parties necessary to amend that certain Series B Preferred Stock Purchase Agreement dated August 24, 2016 (the “Purchase Agreement”), by and between the Company and the persons and entities listed on the Schedule of Investors (each an “Investor” and collectively, as the “Investors”) attached thereto as Exhibit A. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Purchase Agreement.

Sample 1
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