Helio Corp /FL/ Sample Contracts
COMMON STOCK PURCHASE WARRANT HELIO CORPORATIONCommon Stock Purchase Warrant • March 6th, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
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 [●], 2025 (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helio Corporation, a Florida corporation (the “Company”), up to _____________ of Common Stock (as defined below) 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). The Warrant shall initially be issued and maintained in the form of a security held in book-entry form at the offices of the Warrant Agent (as defined below), subject to a Hold
UNDERWRITING AGREEMENT between HELIO CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters HELIO CORPORATIONUnderwriting Agreement • March 6th, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts • New York
ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • January 31st, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 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 five (5) years following the commencement date of sales (the “Termination Date”) but not thereafter, to subscribe for and purchase from HELIO CORPORATION, a Florida corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, without par value per share, of the Company (the “Common Stock”), 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 6th, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March [___], 2025 (the “Issuance Date”) between Helio Corporation, a company incorporated under the laws of the State of Florida (the “Company”), and ClearTrust, LLC (the “Warrant Agent”).
Date] Joseph Pitman Helio Corporation Berkeley, CA 94710 Re: Employment Agreement Dear Joe:Employment Agreement • January 31st, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts • Florida
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive” or “you”) and Helio Corporation (the “Company”), a Florida corporation, sets forth the terms and conditions that shall govern Executive’s employment (referred to hereinafter as “Employment” or the “Employment Period”) with the Company and shall be effective as of the date of an initial public offering of the Company (the “Effective Date”).
STOCKHOLDER PLEDGE AGREEMENTStockholder Pledge Agreement • August 26th, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
This STOCKHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of July 2, 2025 (the “Effective Date”) is made by Joseph Pitman, an individual (the “Pledgor”), Helio Corporation, with offices located at 2448 Sixth Street, Berkeley, California (the “Company”), Blackwolf Venture Group LLC, a Florida limited liability company (“Blackwolf”) and Sean Wolf, an individual and control person of Blackwolf (“Wolf”). Wolf and Blackwolf are collectively referred to herein as the “Secured Party”).
Extension to Promissory Note MaturityPromissory Note • September 22nd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
This is an Amendment to that certain Promissory Note in the amount of One Hundred Fifty Thousand Dollars ($150,000) hereinafter referred to as (the “Note”) dated March 12, 2024 by and between Helio Corporation (“Maker”) and Scott Nealey (“Payee”).
Amendment to Convertible Promissory Note and Waiver of Conversion RightsConvertible Promissory Note Amendment • January 31st, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
This is an Amendment dated and made effective as of October 31, 2024, between Helio Corporation (“Maker”) and James S. Byrd (“Holder”) under an assigned portion that certain Convertible Promissory Note dated March 18, 2024 (as amended June 20,2024) between Maker and Blackwolf Venture Group, LLC (“Blackwolf or Payee”) in the current principal amount of Four Hundred Fifty Thousand Dollars ($450,000), (the “Blackwolf Note”).
EQUITY EXCHANGE AND CONTROL TRANSFER AGREEMENTEquity Exchange and Control Transfer Agreement • May 13th, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
This Agreement is entered into as of January 3, 2024, by and between Web3 Corporation (“W3”) and the principal owners thereof (“W3 Sellers”) and Heliospace Corporation (“HSC”) and the principal owners thereof (“HSC Owners”), collectively the Parties. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
LOAN EXTENSION AGREEMENTLoan Extension Agreement • September 22nd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
Stock Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Stock Option Agreement • January 31st, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Heliospace Corporation (the “Company”) has granted you an option under the Heliospace Corporation 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock of the class of Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
LOAN EXTENSION AGREEMENTLoan Extension Agreement • September 22nd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
LOAN EXTENSION AGREEMENTLoan Extension Agreement • September 22nd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • June 23rd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts • New York
Note: These Purchase and Sale Terms (“Purchase and Sale Terms”) form a part of and are incorporated into this Receivables Sale Agreement (“Agreement”) which follows, and are subject to modification as provided in Section 5. Case ID: 1816857
BUSINESS LOAN AND SECURITY AGREEMENT SUPPLEMENTBusiness Loan and Security Agreement Supplement • June 23rd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts • Utah
This Business Loan and Security Agreement Supplement is part of (and incorporated by reference into) the Business Loan and Security Agreement. Borrower should keep this important legal document for Borrower’s records.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 26, 2025, by and between Helio Corporation, a Florida corporation, with headquarters located at 2448 Sixth Street, Berkeley, CA 94710 (the “Company”), and [Accredited Investor], a Delaware limited partnership, with its address at [Redacted] (the “Buyer”).
Extension to Promissory Note MaturityPromissory Note • May 5th, 2025 • Helio Corp /FL/ • Guided missiles & space vehicles & parts
This is an Amendment to that certain Promissory Note in the amount of One Hundred Fifty Thousand Dollars ($150,000) hereinafter referred to as (the “Note”) dated March 12, 2024 by and between Helio Corporation (“Maker”) and Scott Nealey (“Payee”).