Brag House Holdings, Inc. Sample Contracts
UNDERWRITING AGREEMENT between BRAG HOUSE HOLDINGS, INC. and KINGSWOOD CAPITAL PARTNERS, LLC as Representative of the Several UnderwritersUnderwriting Agreement • March 11th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
Kingswood Capital Partners, LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 126 East 56th St., 22nd FL,
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • March 11th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [KINGSWOOD CAPITAL PARTNERS, LLC] / [WESTPARK CAPITAL, INC.] 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 September 3, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four one and half years following the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRAG HOUSE HOLDINGS, INC., a Delaware corporation (the “Company”), up to 22,125 shares of common stock, $0.0001 par value per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BRAG HOUSE HOLDINGS, inc. Indemnification AgreementIndemnification Agreement • July 10th, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Indemnification Agreement (“Agreement”), by and between Brag House Holdings, Inc., a Delaware corporation (the “Company” or “Brag House”), and [●] (“Indemnitee”), is effective as of the date the Agreement is fully executed by the parties below. For purposes of this Agreement, the “Company” shall be deemed to include Brag House and its subsidiaries, as appropriate.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2026 • House of Doge Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as August 11, 2026, between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2025, between Brag House Holdings, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2026 • Brag House Holdings, Inc. • Finance services • New York
WHEREAS the Executive is currently employed by Brag House Holdings Inc. (the parent company of the Employer, “Parent” or “Purchaser”), under an employment agreement dated June 15, 2024 (the “Prior Agreement”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 24, 2025, by and between Brag House Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of September 1, 2025, between the Company and the Purchasers named therein (the “Purchase Agreement”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 24th, 2026 • Brag House Holdings, Inc. • Finance services • Delaware
Unless otherwise defined herein, the terms defined in the 2024 Omnibus Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of June 15, 2024, by and between Brag House Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Daniel Leibovich (“Executive”).
CONDITIONAL CONSENT AND LIMITED WAIVERConditional Consent and Limited Waiver • October 17th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS CONDITIONAL CONSENT AND LIMITED WAIVER (this “Waiver”) is entered into as of October 12, 2025, by and between Daniel Leibovich (“Executive”), and Brag House Holdings, Inc. (the “Company”) and House of Doge, Inc., a Texas corporation (“HOD” and, together with Executive and the Company, collectively, the “Parties”).
OUTSIDE THE BOX CAPITAL INC. Oakville ON L6H 4V4 CanadaMarketing Services Agreement • May 7th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to Brag House Holdings Inc. (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
ContractNote • December 10th, 2025 • Brag House Holdings, Inc. • Finance services
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 3rd, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 30, 2024, by and between Brag House Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Chetan Jindal (“Executive”).
AMENDMENT NO. 4 TO MERGER AGREEMENT BY AND AMONG BRAG HOUSE HOLDINGS, INC., BRAG HOUSE MERGER SUB, INC. AND HOUSE OF DOGE INC.Merger Agreement • May 15th, 2026 • Brag House Holdings, Inc. • Finance services
THIS AMENDMENT NO. 4 TO MERGER AGREEMENT (the “Amendment”), dated as of May 11, 2026, is by and among Brag House Holdings, Inc., a Delaware corporation (“Purchaser”), Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (the “Company”). Each of the foregoing entities may be referred to hereinafter as a “Party” and, collectively, as the “Parties.”
MERGER AGREEMENT by and among BRAG HOUSE HOLDINGS, INC., BRAG HOUSE MERGER SUB, INC. and HOUSE OF DOGE INC. October 12, 2025 MERGER AGREEMENTMerger Agreement • October 17th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS MERGER AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2025 (the “Execution Date”), by and among BRAG HOUSE HOLDINGS, INC., a Delaware corporation (“Purchaser”), BRAG HOUSE MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and HOUSE OF DOGE INC., a Texas corporation (the “Company”). Purchaser, Merger Sub, and the Company may each be referred to hereinafter as a “Party” and, collectively, as the “Parties.”
MASTER SERVICES AGREEMENTMaster Services Agreement • June 18th, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • June 4th, 2026 • Brag House Holdings, Inc. • Finance services • New York
This AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) to the Convertible Promissory Note dated December 4, 2025, as amended by that certain Amendment No. 1 to Convertible Promissory Note dated as of March 20, 2026 (as so amended, the “Note”), is dated effective as of June 1, 2026, by and among Brag House Holdings, Inc., a Delaware corporation (“Brag House”), House of Doge Inc., a Texas corporation (“House of Doge,” and together with Brag House, the “Issuers”), and YA II PN, LTD., a Cayman Islands exempted limited partnership (the “Holder,” and together with the Issuers, the “Parties”).
FIRST AMENDMENT TO MARKETING SERVICES AGREEMENTMarketing Services Agreement • December 3rd, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
This First Amendment (“First Amendment”) to the MARKETING SERVICES AGREEMENT dated March 15, 2024 (the “Services Agreement”), with Schedule A: COMPENSATION (the “Schedule,” and together with the Services Agreement, the “Agreement”), is by and between OUTSIDE THE BOX CAPITAL INC. (“Outside The Box Capital”), and BRAG HOUSE (the “Company”). Each party is referred to individually as a “Party” and collectively as “Parties.”
NEITHER THIS INSTRUMENT NOR THE INSTRUMENTS INTO WHICH THIS INSTRUMENT IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Note Agreement • May 8th, 2026 • Brag House Holdings, Inc. • Finance services • Delaware
THIS NOTE HAS BEEN ISSUED WITH AN ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), LAVELL JUAN MALLOY II, 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). LAVELL JUAN MALLOY II MAY BE REACHED AT TELEPHONE NUMBER [***].
Re: TBH | PIPE Offering | Placement Agent AgreementPlacement Agent Agreement • July 30th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
The purpose of this Placement Agent Agreement is to outline our agreement pursuant to which Revere Securities LLC (“Revere”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE Offering (the “Placement”) by Brag House Holdings, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) having the rights, preferences, and privileges set forth in the Certificate of Designation (as defined below) and convertible into shares of common stock, $0.0001 par value per share of the Company (“Common Stock”) and warrants (“Warrants”) to purchase shares of Common Stock (collectively, the “Securities”). This Placement Agent Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Revere’s obligations hereunder are on a reasonable “best efforts” basis only and that
COMMON STOCK PURCHASE WARRANT BRAG HOUSE HOLDINGS, INC.Common Stock Purchase Warrant • July 30th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
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 set forth herein (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 30, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brag House Holdings, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 17th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
SECURITY AND PLEDGE AGREEMENT, dated as of October 14, 2025 (this “Agreement”), made by House of Doge Inc., a corporation incorporated under the laws of the state of Texas (the “Company”), and each of the undersigned Guarantors (as defined below) of the Company from time to time, if any (together with the Company, each a “Grantor” and, collectively, the “Grantors”), in favor of Brag House Holdings, Inc., a Delaware corporation, with offices located at 45 Park Street, Montclair, New Jersey 070412, in its capacity as Noteholder (together with its successors and assigns, the “Noteholder”) and as a party to the Note (as defined below).
UNSECURED SUBORDINATED SHORT TERM NOTEUnsecured Subordinated Short Term Note • July 29th, 2026 • House of Doge Inc. • Finance services • Texas
FOR VALUE RECEIVED, DOGECOIN VENTURES, INC., a Texas corporation (“Borrower”) with its principal address at 261 NE 61st Street, Miami, Florida 33137, promises to pay to DEVLIN DEFRANCESCO (the “Lender”), with an address of 2831 South Bayshore Drive, Unit 1803, Miami, Florida, 33133, the Repayment Consideration (as defined herein). All references to dollar amounts shall mean such amounts in United States Dollars.
PURCHASE AGREEMENTPurchase Agreement • May 8th, 2026 • Brag House Holdings, Inc. • Finance services • Delaware
This Purchase Agreement (this “Agreement”) is dated as of May 4, 2026, between Brag House Holdings, 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”).
AMENDMENT TO EVEMETA COMPRESSION SOFTWARE AS A SERVICE (SaaS) AGREEMENTSoftware as a Service (Saas) Agreement • July 18th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Amendment to the Software as a Service (“SaaS Agreement”) Agreement (this “Amendment”), dated as of May 12, 2025 (the “Amendment Date”), between Brag House Holdings, Inc. (“Brag”), a Delaware corporation, with its registered office at 45 Park Street, Montclair, NJ 07042, and EVEMeta LLC, (“EVEMeta”), a Delaware limited liability company, with its headquarters at 1235 Kensington Avenue, Los Angeles, CA 90019. Each of Brag and EVEMeta may be referred to individually hereinafter as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2025 • Brag House Holdings, Inc. • Finance services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 4, 2025 is made by and between [●]., a Cayman Islands exempt limited company (the “Investor”), and House of Doge Inc., a Texas corporation (the “HOD”) and Brag House Holdings, Inc., a Delaware corporation (the “Company”). The Investor, HOD and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, applicable references to the “Company” shall include, after the consummation of the merger pursuant to Merger Agreement (the “BCA”) dated as of October 12, 2025 by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company and HOD, pursuant to which HOD will merge with and into Merger Sub, with HOD continuing as the surviving entity and a wholly owned subsidiary of the Company, HOD.
AWS Customer AgreementAws Customer Agreement • June 18th, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
*If your address is in India, please review the AISPL Customer Agreement, which governs your access to and use of the Service Offerings.
PUBLIC EVENTS DEPARTMENT FORT WORTH CONVENTION CENTER LICENSE AGREEMENT No.25513License Agreement • June 18th, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • Texas
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into this ________ day of _____________, 2023 (“Effective Date”), by and between The City of Fort Worth (“City”), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized representative, and Brag House, Inc, (“Licensee”) acting by and through its duly authorized representatives.
Amendment to Extend TermMaster Services Agreement • June 18th, 2024 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
This Amendment (this “Amendment”) is effective as of May 11, 2023 (“Amendment Effective Date”), by and between The Coca-Cola Company (“Company”), and Brag House, Inc. (“Supplier”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2026 • Brag House Holdings, Inc. • Finance services
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
COMMON STOCK PURCHASE AGREEMENT Dated as of December 4, 2025 by and between BRAG HOUSE HOLDINGS, INC. HOUSE OF DOGE INC. andCommon Stock Purchase Agreement • December 10th, 2025 • Brag House Holdings, Inc. • Finance services • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of December 4, 2025 (this “Agreement”), by and between [●]., a Cayman Islands exempt limited company (the “Investor”), House of Doge Inc., a Texas corporation (“HOD”), and Brag House Holdings, Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, applicable references to the “Company” shall include, after the consummation of the Transactions (as defined below), HOD as a wholly owned subsidiary of the Company pursuant to the transactions contemplated by the BCA (as defined below).
EVEMETA COMPRESSION SOFTWARE AS A SERVICE (SaaS) AGREEMENTSoftware as a Service (Saas) Agreement • January 13th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS EVEMETA COMPRESSION SOFTWARE AS A SERVICE (SaaS) AGREEMENT (this “Agreement”), is dated as of November 13, 2024 (the “Effective Date”), is by and between EVEMeta, LLC, a Delaware limited liability company, with its headquarters 1235 Kensington Avenue, Los Angeles, California (“EVEMeta”), and Brag House Holdings, Inc., a Delaware corporation, with its headquarters located at 25 Pompton Avenue, Suite 101, Verona, NJ 07044, (“Customer”). EVEMeta and Customer may be referred to herein collectively as the “Parties” or, individually, as a “Party.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 17th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of October 14, 2025, is made by House of Doge Inc., a Texas corporation (“Debtor”), in favor of Brag House Holdings, Inc., a Delaware corporation (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2026 • Brag House Holdings, Inc. • Finance services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 4, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and House of Doge Inc., a Texas corporation (the “HOD”) and Brag House Holdings, Inc., a Delaware corporation (the “Company”). The Investor, HOD and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, applicable references to the “Company” shall include, after the consummation of the merger pursuant to Merger Agreement (the “BCA”) dated as of October 12, 2025 by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company and HOD, pursuant to which HOD will merge with and into Merger Sub, with HOD continuing as the surviving entity and a wholly owned subsidiary of the Company, HOD.