UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • Delaware
The undersigned, RVeloCITY, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Warrant Form of Underwriter’s Warrant AgreementRvelocity, Inc. • March 27th, 2023 • Services-auto rental & leasing (no drivers) • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE OF ISSUANCE]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE].
AMENDED AND RESTATED CLASS A COMMON STOCK PURCHASE WARRANT RVeloCITY, INC.Rvelocity, Inc. • March 27th, 2023 • Services-auto rental & leasing (no drivers) • Delaware
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on ___________________, 20271(the “Termination Date”) but not thereafter, to subscribe for and purchase from RVeloCITY, Inc., a Delaware corporation (the “Company”), [800,000] shares of Class A Common Stock (the “Warrant Shares”). The purchase price of one share of Class A Common Stock under this Warrant shall be $2.50 or 50% of the IPO price, whichever is lower.
AMENDED & RESTATED CONSULTING AGREEMENTConsulting Agreement • March 27th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers)
This Amended & Restated Consulting Agreement (“Agreement”) is made as of December 1st, 2021 between RVeloCITY, Inc., doing business as RVnGO, an Arizona corporation having its principal office at 2801 E Camelback Road, Suite 200, Scottsdale, Arizona 85016, USA (hereinafter the “Company”) and Gerald Hayden, an Individual resident in Canada through his consulting company GFH Consulting Inc., a company incorporated in British Columbia, Canada (hereinafter the “Consultant”). Consultant and Company (each a “party”, collectively the “parties”) agree that this Agreement supersedes and replaces in its entirety all other understandings or representations of the parties, whether written or otherwise. Consultant is considered to have begun consulting for Company on December 1, 2021 (the “Start Date”).
