AMENDED AND RESTATED POSTING AGREEMENTPosting Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • California
This Amended and Restated Posting Agreement (this “Agreement”) amends and restates the Posting Agreement dated February 1, 2022 between ROBOT CACHE US INC., a Delaware corporation located at 5910 Pacific Center Boulevard, #300, San Diego, CA 92121 (the “Company”), and StartEngine Primary LLC (“StartEngine”). The Company proposes, subject to the terms and conditions contained in this Agreement, to issue and sell shares of its Common Stock, $0.001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine, acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement • September 28th, 2022 • Robot Cache US Inc. • Services-prepackaged software • Delaware
This Escrow Agreement, effective as of 06 / 02 / 2022, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and Robot Cache US, Inc, a Delaware (“Issuer”) located at 5910 Pacific Center Blvd. Suite 300 San Diego, CA 92121.
OFFERING LISTING AGREEMENTOffering Listing Agreement • January 28th, 2021 • Robot Cache US Inc. • Services-prepackaged software • New York
This Offering Listing Agreement (this “Agreement”) is effective this October 27, 2020 (the “Effective Date”) by and among Robot Cache US, Inc., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company corporation. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS THAT CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND THAT CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THEIR INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SHARES (AS DEFINED BELOW), AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THE OFFERING (AS DEFINED BELOW).
LEASE BETWEEN SAN DIEGO UTC HOLDINGS LLC AND ROBOT CACHE US INC.Lease • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • California
THIS LEASE is made as of August 11, 2022 , by and between SAN DIEGO UTC HOLDINGS LLC, a Delaware limited liability company, hereafter called “Landlord,” and ROBOT CACHE US INC., a Delaware corporation, hereafter called “Tenant.”
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 17th, 2023 • Robot Cache US Inc. • Services-prepackaged software
This Memorandum of Understanding (the “Agreement”), dated as of June 28th, 2021 (the “Effective Date”), is entered into by and between CasperLabs Holdings AG, a Swiss company with an address of Seestrasse 5, 6300 Zug, Switzerland (“Company”) and Robot Cache US, Inc., a Delaware corporation located at 5910 Pacific Center Blvd., Suite 300, San Diego, Ca. 92121 (“Partner”, and together with Company, the “Parties” and each, a “Party”).
ContractRobot Cache US Inc. • August 31st, 2021 • Services-prepackaged software • New York
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
SERVICES AGREEMENTServices Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • California
This Services Agreement (“Services Agreement” or “Agreement”) is entered into as of September 12, 2022 between StartEngine Crowdfunding, Inc., a Delaware corporation (“Company” or “StartEngine”), and Robot Cache US Inc., a Delaware corporation (“Customer,” “you” or “your”).
ROBOT CACHE US INC. AND LEDGERZ HOLDINGS PARTNERSHIP AGREEMENTPartnership Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • California
THIS agreement (“Agreement”) is made as of the 25th day of November, 2019 (“Effective Date”), by and between, Robot Cache US, Inc., a Delaware corporation, having an office at 5910 Pacific Center Blvd., Suite 310, San Diego, Ca. 92121(hereinafter referred to as “RC”) and LedgerZ Holdings, a company formed under the laws of Cayman, having an office at P.O. Box 2075, #31 The Strand, 46 Canal Point Drive, Grand Cayman KY1-1105, Cayman Islands (hereinafter referred to as “LedgerZ”), together referred to as the (“Parties”).
SUBLEASERobot Cache US Inc. • September 30th, 2022 • Services-prepackaged software
ROCKITPLAY TECHNOLOGY LICENSE STANDARD LICENSE AGREEMENTStandard License Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software
This Technology License Standard Agreement (the “Agreement”) is entered into as of March 28, 2022 (the “Effective Date”) by and between DACS LABORATORIES GmbH, offices at Niermannsweg 11, 40699 Erkrath, Germany (“DACSLABS”), and Robot Cache Inc., a California Cooperation with offices at 5910 Pacific Center Blvd., Suite 300, San Diego, CA 92121, USA (“Licensee”) (DACSLABS and Licensee are sometimes referred to herein each as a “Party” and collectively as the “Parties”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 28th, 2021 • Robot Cache US Inc. • Services-prepackaged software • 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 THEIR INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THE OFFERING (AS DEFINED BELOW).
LOAN AGREEMENTLoan Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • New York
This loan agreement (the “Agreement”) is entered into as of this 28th day of September 2022 between StartEngine Primary LLC (“StartEngine”), a Delaware corporation located at 3900 W Alameda Ave, suite 1200, Burbank, CA 91505 and Robot Cache US Inc., a Delaware corporation (the “Company”), located at 4330 La Jolla Village Drive, Suite 200, San Diego, CA 92122.
REPUBLIC CORE PLATFORM SERVICES AGREEMENTPlatform Services Agreement • September 29th, 2021 • Robot Cache US Inc. • Services-prepackaged software • New York
THIS REPUBLIC CORE PLATFORM SERVICES AGREEMENT (“Agreement”) is made and entered into as of September 22, 2021 (“Effective Date”) by and between Republic Core LLC, a Delaware limited liability company (“Republic Core”) and Robot Cache US Inc., a Delaware corporation (the “Client”). Each of Republic Core and Client may be referred to as a “Party” and together as the “Parties. Pursuant to this Agreement, Republic Core will host a “grey-label” website to display the offering of the Client’s securities (as further defined below) on https://invest.robotcache.com, or such other website as the Parties mutually agree (the “Platform”).
WORK FOR HIRE AGREEMENTWork for Hire Agreement • February 18th, 2021 • Robot Cache US Inc. • Services-prepackaged software • California
This Work for Hire Agreement (“WFH Agreement”) dated and effective as of February 15th, 2018 (the “Effective Date”), is entered into by and between ROBOT CACHE, a Spanish company with a principal place of business at El Pilar No. 5, EdificioPeceno Local 9, 38002 Santa Cruz se Tenerife, Spain (“Company”), and Digital Dragon Games Inc., a corporation organized under the laws of Canada located at Suite 401-68 Water Street, Vancouver, BC V6B 1A4 (“Developer”), in connection with the development of the software distribution platform (the “Platform”) as more fully described in Exhibit A. Each of Company and Developer may be referred to herein as a “Party” and collectively as the “Parties”.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 1st, 2023 • Robot Cache US Inc. • Services-prepackaged software • California
Beginning on or about June 22nd, 2022, William Mikula (“Consultant”), located at 125 Bevington Lane, Woodstock, Ga 30188, agrees to provide professional services for Robot Cache US Inc., a United States Delaware company located at 5910 Pacific Center Blvd. Suite 300, San Diego, CA. 92121 (“Company”) pursuant to the following terms and conditions:
ROBOT CACHE S.L. PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • August 31st, 2021 • Robot Cache US Inc. • Services-prepackaged software • California
Beginning on or about July 9, 2018, Moonify S.A.R.L., a French company located at Cap Oméga, RPT Benjamin Franklin, 34000 Montpellier, France (“Consultant”) agrees to provide professional services for Robot Cache S.L., a Spanish company located at C/ Pilar 5 Edificio Peceño Local 9, 38002 Santa Cruz De Tenerife, Spain (“Company”) pursuant to the following terms and conditions:
Global Reward Solutions MASTER SERVICES AGREEMENTGlobal Reward Solutions • April 17th, 2023 • Robot Cache US Inc. • Services-prepackaged software • Ontario
This Agreement (“Agreement”) is made this Jul 6, 2022 (the “Effective Date”), by and between Robot Cache US, Inc., a PC video game distribution platform corporation, located at 4330 La Jolla Village Drive Suite 200, San Diego, Ca. 92122, USA (hereinafter called “Client”) and Carlton One Engagement Corporation, d.b.a. Global Reward Solutions ®, a British Columbia corporation, located at 60 Columbia Way, 9th Floor, Markham, Ontario L3R 0C9, Canada (hereinafter called “GRS”):
REPUBLIC CORE PLATFORM SERVICES AGREEMENTRepublic Core Platform Services Agreement • September 30th, 2022 • Robot Cache US Inc. • Services-prepackaged software • New York
THIS REPUBLIC CORE PLATFORM SERVICES AGREEMENT (“Agreement”) is made and entered into as of September 22, 2021 (“Effective Date”) by and between Republic Core LLC, a Delaware limited liability company (“Republic Core”) and Robot Cache US Inc., a Delaware corporation (the “Client”). Each of Republic Core and Client may be referred to as a “Party” and together as the “Parties. Pursuant to this Agreement, Republic Core will host a “grey-label” website to display the offering of the Client’s securities (as further defined below) on https://invest.robotcache.com, or such other website as the Parties mutually agree (the “Platform”).
