UNDERWRITING AGREEMENT Dated August 29, 2023 Between INSPIRE VETERINARY PARTNERS, INC. (a Nevada corporation) And SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule I attached heretoUnderwriting Agreement • August 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 26th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024 between Inspire Veterinary Partners, Inc., a limited liability company formed under the laws of the State of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE AGREEMENT dated as of November 30, 2023 by and between Inspire Veterinary Partners, Inc. and TUMIM STONE CAPITAL, LLCCommon Stock Purchase Agreement • December 6th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2023, by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2023, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Arizona
This Registration Rights Agreement (this “Agreement”) dated as of June 30, 2023 among Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and Target Capital 1, LLC, a Delaware limited liability company (the “Holder”). Each of the Company and the Holder is a “party” to this Agreement and, together, they are the “parties” hereto.
12% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTEInspire Veterinary Partners, Inc. • January 30th, 2023 • Agricultural services • Arizona
THIS 12% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTE is made by Inspire Veterinary Partners, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2324 Valle Rio Way, Virginia Beach, Virginia 23456, (the “Note”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 9th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
INSPIRE VETERINARY PARTNERS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the date set forth on the signature page of this Agreement, by and between Inspire Veterinary Partners, Inc., a Delaware corporation (the “Company”), and Target Capital 1 LLC, a Delaware limited liability company (the “Investor”). Each of the Company and the Investor is a “party” to this Agreement and, together, they are the “parties” hereto.
INSPIRE VETERINARY PARTNERS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the date set forth on the signature page of this Agreement, by and between Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and Target Capital 1 LLC, a Delaware limited liability company (the “Investor”). Each of the Company and the Investor is a “party” to this Agreement and, together, they are the “parties” hereto.
EXCHANGE AGREEMENTExchange Agreement • July 17th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Arizona
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of June 30, 2023, is made by and between Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and Target Capital 1, LLC (the “Holder”).
FORM OF REAL ESTATE PURCHASE AND SALE AGREEMENTForm of Real Estate Purchase and Sale Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Florida
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature affixed hereto (the “Effective Date”), by and between (i) , a limited liability company (“Seller”), and (ii) IVP Properties, LLC, a Delaware limited liability company, or its assign(s) (“Buyer”), for the purposes of setting forth the agreement of the parties with respect to the transaction contemplated by this Agreement.
FINANCIAL CONSULTING AGREEMENTFinancial Consulting Agreement • May 23rd, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Virginia
THIS AGREEMENT (the "Agreement") dated as of August 2nd, 2022, by and between Inspire Veterinary Partners, Inc., a Nevada corporation ("IVP" or the "Company"), and Star Circle Advisory Group, LLC, a Virginia limited liability company ("SCA").
FORM OF ASSET PURCHASE AGREEMENTForm of Asset Purchase Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Virginia
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature affixed hereto (the “Effective Date”), by and among (i) (the “Seller”), a Delaware limited liability company and (ii) , a Delaware limited liability company (the “Purchaser”).
FORM OF NOTE PURCHASE AGREEMENTForm of Note Purchase Agreement • December 8th, 2022 • Inspire Veterinary Partners, Inc. • Agricultural services • Virginia
This Note Purchase Agreement (this “Agreement”) is made and entered into as of , 2021 (the “Effective Date”), by and among INSPIRE VETERINARY PARTNERS, INC., a Delaware limited liability company (the “Company”), and those parties that (i) are identified on Schedule I attached hereto and incorporated herein by this reference, and (ii) have executed a joinder agreement in substantially the same form as that attached hereto as Exhibit B and incorporated herein by this reference (each such party, an “Investor”, and collectively the “Investors”).
MASTER LINE OF CREDIT LOAN AGREEMENTMaster Line of Credit Loan Agreement • December 8th, 2022 • Inspire Veterinary Partners, Inc. • Agricultural services • Kentucky
THIS MASTER LINE OF CREDIT LOAN AGREEMENT (“Loan Agreement”) is made and entered into this _______ day of ________, 20_____, by and between INSPIRE VETERINARY PARTNERS, INC., a Delaware corporation, (“Borrower”), KIMBALL CARR and CHARLES STITH KEISER (“Guarantors”) and FARMERS NATIONAL BANK OF DANVILLE, KENTUCKY (“Bank”).
CAPITAL MARKET ADVISORY AGREEMENTCapital Market Advisory Agreement • May 23rd, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Florida
THIS AGREEMENT, dated as December 28, 2021, between Inspire Veterinary Partners Inc. (the “Company”), having its principal place of business at 2324 Valle Rio Way, Virgina Beach VA 23456 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301.
CONSULTING AGREEMENTConsulting Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Arizona
This Consulting Agreement (the “Agreement”) is entered into as of this 1st day of December, 2021 (the “Effective Date”), by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the “Consultant”) and located at 13600 Carr 968, Apt 64, Rio Grande, PR 00745, and Inspire Veterinary Partners, Inc., a Delaware corporation (the “Company”) and having its principal place of business at 2324 Valle Rio Way, Virginia Beach, Virginia 23456. The Company and Consultant are collectively referred to herein as the “Parties”.
Consulting AgreementConsulting Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Virginia
This Agreement dated as of the 24th of June 2021 (the "Agreement"), between Inspire Veterinary Partners, Inc., a Delaware corporation, located at 2324 Valle Rio Way, Virginia Beach, VA 23456 (“Inspire") and Blue Heron Consulting, located at 3468 Stanford Road, Danville, KY 40422 ("BHC").
GENERAL RELEASE AGREEMENTGeneral Release Agreement • March 12th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services
This Agreement dated as of the 6th day of March 2024 (the “General Release Agreement”), between Inspire Veterinary Partners, Inc., a Nevada corporation, located at 80 Lynnhaven Parkway, Suite 400, Virginia Beach, Virginia 23452 (the “Company”) and (i) Gregory Armstrong, (ii) Kenneth Seth Lundquist, DVM, (iii) Charles “Chuck” Keiser, DVM, and (iv) Don I. Williamson, Jr. DVM (each, a “Releasor” and collectively, the “Releasors”).
FORM OF PLACEMENT AGENCY AGREEMENTAgency Agreement • January 26th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
November 15, 2022 Inspire Veterinary Partners, Inc. 780 Lynnhaven Parkway Suite 400 Virginia Beach, Virginia 23452 Attn: Kimball Carr, CEO VIA ELECTRONIC MAIL Re: Amendment to Alchemy Consulting Agreement Dear Sirs:Inspire Veterinary Partners, Inc. • January 30th, 2023 • Agricultural services
Reference is made to that certain Consulting Agreement, dated as of December 1, 2021 (the “Agreement”), by and between Alchemy Advisory LLC, a limited liability company organized under the laws of Puerto Rico (the “Consultant”), and Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”). The Company and Consultant are collectively referred to herein as the “Parties”. Defined terms used herein but not defined in this letter agreement (this “Amendment”) shall have the meanings ascribed to such terms in the Consulting Agreement.
THIS AGREEMENT DATED AS OF FEBRUARY 8, 2024Consulting Services Agreement • February 9th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of March ___, 2024 and is between Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • February 9th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • October 31st, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Pennsylvania
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature affixed hereto (the “Effective Date”), by and between (i) Michelle Bartus and Peter Nelson (each a “Seller” and, together, the “Sellers”), and (ii) IVP PA Properties, LLC, a Delaware limited liability company, or its assign(s) (“Buyer”), for the purposes of setting forth the agreement of the parties with respect to the transaction contemplated by this Agreement.
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Inspire Veterinary Partners, IncInspire Veterinary Partners, Inc. • January 26th, 2024 • Agricultural services
This PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (this “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 [ ], 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspire Veterinary Partners, Inc., a limited liability company formed under the laws of the State of Nevada (the “Company”), up to ______ shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF NOTE PURCHASE AGREEMENTForm of Note Purchase Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Virginia
This Note Purchase Agreement (this “Agreement”) is made and entered into as of , 2021 (the “Effective Date”), by and among INSPIRE VETERINARY PARTNERS, INC., a Delaware limited liability company (the “Company”), and those parties that (i) are identified on Schedule I attached hereto and incorporated herein by this reference, and (ii) have executed a joinder agreement in substantially the same form as that attached hereto as Exhibit B and incorporated herein by this reference (each such party, an “Investor”, and collectively the “Investors”).
LETTER AGREEMENTLetter Agreement • January 26th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services
Reference is made to (i) that certain common stock purchase agreement (the “Common Stock Purchase Agreement”), dated as of November 30, 2023, by and between Inspire Veterinary Partners, Inc. (the “Company”) and Tumim Stone Capital LLC (the “Investor”); and (ii) that certain registration rights agreement (the “Registration Right Agreement”), dated as of November 30, 2023, by and between the Company and the Investor. The Company and the Investor are entering into this letter agreement (this “Letter Agreement”) as of the date first set forth above (the “Amendment Date”) to amend certain terms of the Common Stock Purchase Agreement and the Registration Right Agreement as set forth herein. Capitalized terms used but not defined in this Letter Agreement shall have the meanings ascribed to such terms in the Common Stock Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • Virginia
This Employment Agreement (“Agreement”) is made as of January 1st, 2024, between Inspire Veterinary Partners, Inc. (“IVP” or “Company”) and Richard Frank (“Employee”).
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services
This Agreement dated as of the 6th of March 2024 (the “Agreement”), between Inspire Veterinary Partners, Inc., a Delaware corporation, located at 2324 Valle Rio Way, Virginia Beach, VA 23456 (“Inspire”) and Charles “Chuck” Keiser, DVM, whose principal business address is 3468 Stanford Road, Danville, KY 40422 (“Consultant”).
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. SERVICES AGREEMENTServices Agreement • January 31st, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
This Agreement (this “Agreement”) is made and entered into by and between TraDigital Marketing Group (the “Consultant”), and Inspire Veterinary Partners, located at 740 Lynnhaven Pkwy #400 Virginia Beach VA 23452 (the “Company” or “Client”, collectively the “Parties”) on August 1st, 2023.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONSULTING AGREEMENTConsulting Agreement • February 9th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the 8th day of February 2024 by and between IR Agency LLC, a limited liability company organized under the laws of the State of New Jersey (the “Consultant”) and Inspire Veterinary Partners, Inc., a Nevada corporation (the “Client”).
November 15, 2022 Inspire Veterinary Partners, Inc. 780 Lynnhaven Parkway Suite 400 Virginia Beach, Virginia 23452 Attn: Kimball Carr, CEO VIA ELECTRONIC MAIL Re: Amendment to Alchemy Consulting Agreement Dear Sirs:Inspire Veterinary Partners, Inc. • January 5th, 2023 • Agricultural services
Reference is made to that certain Consulting Agreement, dated as of December 1, 2021 (the “Agreement”), by and between Alchemy Advisory LLC, a limited liability company organized under the laws of Puerto Rico (the “Consultant”), and Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”). The Company and Consultant are collectively referred to herein as the “Parties”. Defined terms used herein but not defined in this letter agreement (this “Amendment”) shall have the meanings ascribed to such terms in the Consulting Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2024 • Inspire Veterinary Partners, Inc. • Agricultural services • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of January 2, 2024, is made by and between Inspire Veterinary Partners, Inc., a Nevada corporation (the “Company”), and Target Capital 1, LLC (the “Subscriber”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 31st, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature affixed hereto (the “Effective Date”), by and among (i) Valley Veterinary Service, Inc., a Pennsylvania corporation (the “Seller”), (ii) Michelle Bartus, VMD (“Bartus”), (iii) Peter Nelson, VMD (“Nelson” and, together with Bartus, each an “Owner” and collectively the “Owners”), (iv) IVP PA Holding Company, LLC, a Delaware limited liability company (the “Purchaser”), and (v) for the purpose of Sections 2.1(a)(ii), 2.2, 5.18, and 6.4 only, Inspire Veterinary Partners, Inc., a Nevada corporation (“IVP”). Seller and Owners are sometimes referred to herein individually as a “Seller Party” and collectively, as the “Seller Parties”.
