THUMZUP MEDIA Corp Sample Contracts

THUMZUP MEDIA CORPORATION FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Nevada

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, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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ESCROW AGREEMENT
Escrow Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Utah

This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:

SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • September 27th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
employment agreement
Employment Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of the date below and effective October 1, 2022 (the “Effective Date”), by and between Thumzup Media Corporation (the “Company”) and Robert Steele (the “Executive”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 17th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered as of December, 2021 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” and collectively, the “Buyers”). Company and Buyers may be referred to herein individually as a “Party” or collectively as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of December, 2021 by and among Thumzup Media Corporation, a Nevada corporation (the “Company”), and the “Buyers” named in that certain Securities Purchase Agreement by and among the Company and the Buyers of even date herewith (the “Purchase Agreement”). Capitalized terms have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • April 29th, 2021 • THUMZUP MEDIA Corp • California

THIS STOCK PLEDGE AGREEMENT is dated as of November __, 2020 (this “Pledge Agreement”) and is executed by Robert Steele and Danny Lupinelli (each a “Pledgor” and collectively, the “Pledgors”), in favor of the persons listed on Exhibit A attached to this Agreement whose signatures appear below (each a “Lender” and together the “Lenders”).

FORM OF NOTE PURCHASE and security AGREEMENT
Note Purchase and Security Agreement • April 29th, 2021 • THUMZUP MEDIA Corp • California

THIS NOTE PURCHASE AND SECURITY AGREEMENT (this “Agreement”) is made and entered as of November [ ], 2020 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Borrower” or “Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” or “Holder” and collectively, the “Buyers” or “Holders”). Borrower and Buyers may be referred to herein individually as a “Party” or collectively as the “Parties.”

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), is entered into as of June 1, 2023, by and between Thumzup Media Corporation (the “Company”), and Robert Steele (the “Employee”, and together with the Company, the “Parties”, and each, a “Party”).

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