T1V, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into on <date>, by and between T1V, Inc., a Delaware corporation (the “Company”), and <name> (“Indemnitee”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • New York
UNDERWRITING AGREEMENT Dated [____________] [__], 2023 Between T1V, INC. (a Delaware corporation), SELLING STOCKHOLDERS OF T1V, INC. named on Schedule II attached hereto (for the sole purpose of the Over-Allotment Option) And EF HUTTON, Division of...Underwriting Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, T1V, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) named on Schedule II attached hereto (for the sole purpose of the Over-Allotment Option), hereby confirm their agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. References made to Selling Stockholders shall relate solely to the Over-Allotment Opti
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • North Carolina
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of , 2023, and entered into by and between T1V, Inc. (the “Company”), and Adam Loritsch (the “Executive”) (each a “Party,” or, collectively, the “Parties”) to be effective as of the date of the consummation of the Company’s initial public offering of common stock (the “IPO Effective Date”).
Form of Representative’s Warrant AgreementT1V, Inc. • January 24th, 2023 • Services-computer programming, data processing, etc.
THIS CLASS A COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE COMMENCEMENT OF SALES OF CLASS A COMMON STOCK IN THE PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF CLASS A COMMON STOCK IN THE PUBLIC OFFERING].
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
This Warrant Cancellation Agreement (this “Agreement”) is made as of the date of last signature below, between T1V, Inc. (the “Company”), and the undersigned holder (the “Holder”).
REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
THIS REVENUE LOAN AND SECURITY AGREEMENT (as amended from time to time, this “Agreement”) is made as of July 1, 2015 (the “Effective Date”), by and among:
NOTE CONVERSION AGREEMENTNote Conversion Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
This Note Conversion Agreement (this “Agreement”) is made as of the date of last signature below (the “Effective Date”), by and among T1V, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
This Debt Conversion Agreement (this “Agreement”) is made as of January ___, 2023 (the “Effective Date”), by and among T1V, Inc., a Delaware corporation (the “Company”), Decathlon Alpha II, L.P., a Delaware limited partnership (“Decathlon”), and Decathlon Alpha III, L.P., a Delaware limited partnership (“Decathlon II” and together with Decathlon, the “Lender”).
SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTESNote Purchase Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • Delaware
This Second Amendment to Convertible Promissory Notes (this “Amendment”) is made and entered into as of February 5, 2020 (the “Effective Date”), by and between T1V, Inc. (f/k/a T1Visions, Inc.), a Delaware corporation (the “Company”), and T1 Investment LLC (the “Lender”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
This Debt Conversion Agreement (this “Agreement”) is made as of January ___, 2023 (the “Effective Date”), by and among T1V, Inc., a Delaware corporation (the “Company”), Christopher McKee (“McKee”) and WH&W Private Market Investment Fund I, LLC (“WH&W” and, together with McKee, the “Lenders”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
This Note Conversion Agreement (this “Agreement”) is made as of January ___, 2023 (the “Effective Date”), by and between T1V, Inc., a Delaware corporation (the “Company”) and Ross Annable (the “Lender”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amendment to Convertible Promissory Notes (this “Amendment”) is made and entered into as of August 13, 2015 (the “Effective Date”), by and between T1Visions, Inc., a Delaware corporation (the “Company”), and xxxxxxxxxxx (the “Holder”).
SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • Delaware
This Second Amendment to Convertible Promissory Notes (this “Amendment”) is made and entered into as of February 5, 2020 (the “Effective Date”), by and between T1V, Inc. (f/k/a T1Visions, Inc.), a Delaware corporation (the “Company”), and WH&W Private Market Investment Fund I, LLC (the “Holder”).
WARRANT FOR PURCHASE OF SHARES OF CLASS A COMMON STOCK OF T1v, INC. Date: [___], 2023Warrant for Purchase • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
For value received, [______], or their registered assigns (the “Holder”), is entitled to purchase from T1V, Inc., a Delaware corporation (the “Company”), at any time on or before [___], 2025 the number of shares of the Company’s Class A Common Stock, $0.001 par value (such class of stock being hereinafter referred to as the “Class A Common Stock” and such Class A Common Stock as may be acquired upon exercise hereof being hereinafter referred to as the “Warrant Stock”), calculated pursuant to Section 1 at the Warrant Exercise Price, as defined in Section 1.
