B2Digital, Inc. Sample Contracts

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RECITALS
Asset Purchase Agreement • January 31st, 2003 • Telecommunication Products Inc • Telephone & telegraph apparatus • Florida
ASSET PURCHASE AGREEMENT BY AND BETWEEN EAGLE WEST COMMUNICATIONS, INC.
Asset Purchase Agreement • April 5th, 2004 • Telecommunication Products Inc • Services-video tape rental • Arizona
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 16th, 2022 • B2Digital, Inc. • Services-membership sports & recreation clubs • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 7, 2022, by and between B2digital, Inc., a Delaware corporation (the “Company”), and GS Capital Partners, LLC, with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501, (the “Buyer”).

INDEMNIFICATION AGREEMENT by and between B2Digital, Inc. and Hugh Darryl Metz indemnitee INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 21st, 2018 • B2Digital, Inc. • Services-video tape rental • California

THIS AGREEMENT is entered into, effective as August 9, 2018 of by and between B2Digital, Inc., a Delaware corporation (the “Company”), and Hugh Darryl Metz, INDEMNITEE (“Indemnitee”).

B2DIGITAL, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • December 13th, 2019 • B2Digital, Inc. • Services-video tape rental • Florida

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.

Letter of Agreement
Operations Agreement • February 23rd, 2005 • B2Digital, Inc. • Services-video tape rental • Nevada
WITNESSTH
Professional Consulting Agreement • May 14th, 2004 • Telecommunication Products Inc • Services-video tape rental
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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 31st, 2020 • B2Digital, Inc. • Services-membership sports & recreation clubs • Delaware

This Common Stock Purchase Agreement (the “Agreement”), dated as of December 23, 2020 (the “Execution Date”), is entered into by and between B2Digital, Incorporated, a Delaware corporation (the “Company”), and Triton Funds LP, a Delaware limited partnership (the “Investor”).

Contract
Employment Agreement • October 4th, 2005 • B2Digital, Inc. • Services-video tape rental • California

This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of September 12 ,2005 by and between B2Digital Inc., a Delaware corporation or its successors or assigns (the "Company"), and Michael Heil, an individual (the "Executive"), and is made with reference to the following facts:

REPURCHASE OF SHARES AGREEMENT
Repurchase Of • February 3rd, 2020 • B2Digital, Inc. • Services-video tape rental • New York

This Repurchase of Shares Agreement, dated January 28, 2020 (this “Agreement”) by and between B2Digital, Inc., a Delaware corporation having an address of 4522 West Village Drive Suite 215, Tampa, FL 33624 (“BTDG” or “Buyer”) and GS Capital Partners LLC., having an address of 30 Washington Street, Suite 5L, Brooklyn, NY 11201 (“GS Capital” or “Seller”). For purposes of this Agreement BTDG and GS Capital are sometimes collectively referred to as the “Parties” and individually as a “Party.”

COMMON STOCK PURCHASE WARRANT B2DIGITAL, INCORPORATED
B2Digital, Inc. • December 31st, 2020 • Services-membership sports & recreation clubs • Delaware

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that common stock purchase agreement dated December 23, 2020, between the Company (as defined below) and the Investor (as defined below)) (the “CSPA”), TRITON FUNDS, LP, a Delaware limited partnership (the “Investor” and including any permitted and registered assigns), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from B2DIGITAL, INCORPORATED, a Delaware corporation (the “Company”), up to 125,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the date hereof pursuant to the CSPA.

COMMON STOCK REPURCHASE AGREEMENT
Common Stock Repurchase Agreement • February 14th, 2022 • B2Digital, Inc. • Services-membership sports & recreation clubs • Florida

THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of December 23, 2021 by and between B2Digital, Incorporated, a Delaware corporation (the “Company”), and Mike Davis (the “Stockholder”).

Trust Agreement
Trust Agreement • July 14th, 2006 • B2Digital, Inc. • Services-video tape rental

the Trustor, B2Digital, a company incorporated under the laws of the state of Delaware, USA, having its registered office at 9171 Wilshire Boulevard, Garden Suite B, Beverly Hills, CA 90210, USA, duly represented by its President and Chief Executive Officer Mr. Robert Russell, acting in accordance with the Articles of the Company;

LETTER OF INTENT AGREEMENT
Letter of Intent Agreement • September 3rd, 2009 • B2Digital, Inc. • Services-video tape rental • Delaware
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