SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2021 • EVmo, Inc. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2021, between EVmo, 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”).
UNDERWRITING AGREEMENT between EVMO, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters EVMO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2021 • EVmo, Inc. • Services-computer processing & data preparation • New York
The undersigned, EVmo, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of EVmo, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (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:
COMMON STOCK PURCHASE WARRANT EVMO, INC.EVmo, Inc. • July 14th, 2021 • Services-computer processing & data preparation • Nevada
This Warrant is being issued pursuant to that certain Exchange Agreement dated as of July 8, 2021 between the Holder and the Company (the “Exchange Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Exchange Agreement.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...EVmo, Inc. • April 16th, 2021 • Services-computer processing & data preparation • Delaware
THIS 12.5% OID CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 12.5% OID Convertible Promissory Notes of EVmo, Inc., a Delaware corporation (the “Company”), having its principal place of business at 433 N. Camden Drive, Suite 600, Beverly Hills, CA 90210, designated as its 12.5% OID Convertible Promissory Notes due January 12, 2022 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Form of Representative’s Warrant AgreementEVmo, Inc. • December 13th, 2021 • Services-computer processing & data preparation
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or his, her 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 [____], 202[_] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on [____], 2026, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EVmo, Inc., a Delaware corporation (the “Company”), up to [_____] ([___])1 shares of Common Stock, par value $0.000001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
ContractYayYo, Inc. • January 19th, 2017 • Services-computer processing & data preparation • Nevada
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF 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
YayYo, Inc. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • January 19th, 2017 • YayYo, Inc. • Services-computer processing & data preparation • California
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. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
UNDERWRITING AGREEMENT between EVMO, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters EVMO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2022 • EVmo, Inc. • Services-computer processing & data preparation • New York
The undersigned, EVmo, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of EVmo, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (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:
COMMON STOCK PURCHASE WARRANT EVMO, INC.EVmo, Inc. • July 14th, 2021 • Services-computer processing & data preparation • New York
This Warrant is being issued pursuant to that certain Term Loan, Guarantee and Security Agreement, dated as of July 9, 2021 (the “Loan Agreement”), by and among the Company, the other credit parties from time to time party thereto, the lenders from time to time party thereto, and EICF Agent LLC, as agent for the lenders.
SECURITY AGREEMENTSecurity Agreement • March 28th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This SECURITY AGREEMENT, dated as of December [__], 2017 (this “Agreement”), is among YayYo, Inc. (the “Company”), all of the Subsidiaries of the Company, which Subsidiaries are set forth on Schedule I hereto (the Subsidiaries, and together with the Company, collectively the “Debtors”) and the holder of the Company’s 6% Secured Promissory Note in the original principal amount of $200,000 due on or about [_______], [___] (the “Note”), signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Parties”).
TERM LOAN, GUARANTEE AND SECURITY AGREEMENT DATED AS OF JuLY 9, 2021 AMONG EICF AGENT LLC, AS AGENT FOR THE LENDERS SIGNATORY HERETO, EVmo, Inc., AS BORROWER AND THE OTHER CREDIT PARTIES SIGNATORY HERETO CHAPMAN AND CUTLER LLP 1270 Avenue of the...Guarantee and Security Agreement • July 14th, 2021 • EVmo, Inc. • Services-computer processing & data preparation • New York
This POWER OF ATTORNEY, dated as of [DATE], is executed and delivered by [NAME OF CREDIT PARTY] (“Credit Party”), to EICF AGENT LLC, a Delaware limited liability company, as Agent for the Lenders (hereinafter referred to as “Agent”) under that certain Term Loan, Guarantee and Security Agreement dated June [_], 2021 (as the same may be amended, restated or supplemented from time to time, the “Agreement”; capitalized terms are used herein as defined in the Agreement) by and among the Credit Party, the other Credit Parties signatory thereto, the lenders from time to time party thereto and Agent. No person to whom this Power of Attorney is presented, as authority for Agent to take any action or actions contemplated hereby, shall inquire into or seek confirmation from Credit Party as to the authority of Agent to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Agent unconditionally the authori
Yayyo, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • California
This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into as of June 9, 2017, by and between YayYo, Inc., a Delaware corporation (the “Company”) and Kevin F Pickard (the “Participant”).
EXCHANGE AGREEMENTExchange Agreement • July 14th, 2021 • EVmo, Inc. • Services-computer processing & data preparation • Delaware
This Exchange Agreement (this “Agreement”) is dated as of July 8, 2021, between EVmo, Inc., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively, the “Holders”).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation
This PATENT AND TRADEMARK SECURITY AGREEMENT, dated as of December 27, 2017 (this “Agreement”), is among YayYo, Inc. (the “Company”), and the Subsidiaries of the Company (as defined below), which Subsidiaries are set forth on Schedule I hereto (such Subsidiaries, together with the Company, collectively the “Debtors”) and the holder of the Company’s 6% Secured Promissory Note in the original principal amount of $200,000 (the “Note”), signatory hereto, and its endorsees, transferees and assigns (collectively, the “Secured Parties”) which Note was sold to the Secured Parties pursuant to a Securities Purchase Agreement dated on or about the date hereof by and between Bellridge Capital, L.P. and the Company (the “Purchase Agreement”).
YAYYO, INC.YayYo, Inc. • June 7th, 2018 • Services-computer processing & data preparation • Nevada
This letter sets forth our agreement pursuant to which you have agreed to invest up to $100,000 in YayYo, Inc. a Delaware corporation (the “Company”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • Delaware
This INDEPENDENT DIRECTOR AGREEMENT (“Agreement”), dated and effective as of November 8, 2017 (“Effective Date”), is made by YayYo, Inc., a Delaware corporation, (“Company”) and Paul Wesley Richter, a natural person and resident of Commonwealth of Virginia. Company and Director may also be referred to individually as a “party” and collectively as the “parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This Common Stock Purchase Agreement (this "Agreement") is made as of January 6, 2017 by and between X, LLC a Delaware corporation, with an address at 433 N Camden Drive, # 600, Beverly Hills, CA 90210 ("Seller"), the principal stockholder of YayYo, Inc., a Delaware corporation ("Company"), and the investor(s) whose name(s) appears on the signature page to this Agreement (each and collectively, "Purchaser"). The Company is a party to this Agreement for the limited purpose of Sections 4 and 5 only.
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • Oregon
This Deposit Account Control Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 7th, 2018, and entered into by and among YAYYO, INC., a Delaware corporation (“Depositor”), BELLRIDGE CAPITAL, LP, a Delaware limited partnership (“Secured Party”), and Umpqua Bank (“Bank”).
AMENDMENT TO NOTE PAYABLE AGREEMENTNote Payable Agreement • October 7th, 2019 • YayYo, Inc. • Services-computer processing & data preparation • Delaware
This Amendment, dated as of October 2, 2019 (this “Amendment”), made and entered into by and between YayYo, Inc., a Delaware corporation with its principal office located at 433 N. Camden Drive, Suite 600, Beverly Hills, California 90210 (hereinafter referred to as the “Company”) and Bellridge Capital, LLC located at 515 E. Las Olas Boulevard, Suite 120A, Fort Lauderdale, Florida 33301 (hereinafter referred to as “Bellridge”), with reference to the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2020 • YayYo, Inc. • Services-computer processing & data preparation • California
THIS AGREEMENT, dated as of December 23, 2019 by and between YAYYO, INC., a Delaware Company (hereinafter referred to as the “Company”) and BOYD BISHOP (hereinafter referred to as the “Executive”).
AMENDMENT TO NOTE PAYABLE AGREEMENTNote Payable Agreement • November 5th, 2019 • YayYo, Inc. • Services-computer processing & data preparation • Delaware
This Amendment, dated as of November 1, 2019 (this “Amendment”), made and entered into by and between YayYo, Inc., a Delaware corporation with its principal office located at 433 N. Camden Drive, Suite 600, Beverly Hills, California 90210 (hereinafter referred to as the “Company”) and Bellridge Capital, LLC located at 515 E. Las Olas Boulevard, Suite 120A, Fort Lauderdale, Florida 33301 (hereinafter referred to as “Bellridge”), with reference to the following:
OPEN END LEASE AGREEMENT AND DISCLOSURE STATEMENTOpen End Lease Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation
Dashride Contract For: YayYoYayYo, Inc. • March 15th, 2017 • Services-computer processing & data preparation
This Agreement# 1029 (hereinafter called the "Agreement" ), effective as of Dec 12th 2016 , is ente red into by and between Vendor and Client, and is subject to the terms and conditions specified below. The Exhibit(s) to this Agreement, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of this Agreement and alternative terms and conditions hereto, the terms of the body of this Agreement shall prevail.
FORM OF UNDERWRITERS’ WARRANT AGREEMENTUnderwriters’ Warrant Agreement • October 7th, 2019 • YayYo, Inc. • Services-computer processing & data preparation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • October 7th, 2019 • YayYo, Inc. • Services-computer processing & data preparation • Illinois
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 12th day of September, 2018, by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
Tuesday, November 29, 2016YayYo, Inc. • December 23rd, 2016 • Services-computer processing & data preparation
It is my pleasure to offer you a position at YayYo. (the “Company”). This letter shall serve to confirm the terms of your at-will employment with the Company. If the terms discussed below are acceptable to you, please sign this confirmation letter as indicated and return it to me.
CONSULTING AGREEMENTConsulting Agreement • October 7th, 2019 • YayYo, Inc. • Services-computer processing & data preparation • New York
This Consulting Agreement (the “Agreement”), effective as of February 1, 2019, is entered into by and between YayYo, Inc. (the “Company”) and Ramy El-Batrawi (the “Consultant”).
LIMITED RECOURSE GUARANTY AND PLEDGEYayYo, Inc. • January 19th, 2017 • Services-computer processing & data preparation • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractYayYo, Inc. • February 7th, 2017 • Services-computer processing & data preparation
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
ContractYayYo, Inc. • March 27th, 2018 • Services-computer processing & data preparation • Illinois
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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • March 27th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • California
This Settlement Agreement and Mutual General Release (the "Agreement") is entered into and effective as of December 20, 2017 (the "Effective Date"), by and between CKR Law, LLP, a California limited liability partnership, including its partners, attorneys, officers, directors, employees, shareholders, affiliates, subsidiaries and parent companies (collectively. "CKR") on the one hand, and YayYo, Inc.. a Delaware corporation ("YayYo"), on the other hand. For the purposes of this Agreement, CKR and YayYo are sometimes collectively referred to as the "Parties" and each separately as a "Party".
VOTING TRUST AGREEMENTVoting Trust Agreement • October 11th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • Delaware
This VOTING TRUST AGREEMENT (the “Agreement”) is made as of October 11, 2018 (the “Effective Date”), by and among YayYo, Inc., a Delaware corporation (the “Company”), X, LLC, a Delaware limited liability company wholly owned and controlled by Ramy El-Batrawi, an individual (collectively, the “Stockholder”), and each Trustee (as defined in Section 1), for the purpose of creating a voting trust (the “Trust”) with respect to all of the issued and outstanding shares of Common Stock of the Company held by the Stockholder as of the date hereof.
