0001493152-25-013003 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2025, between Eightco Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK eightco holdings inc.Placement Agent Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, R.F. LAFFERTY & CO., INC. 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 September [*], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September [*], 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Eightco Holdings Inc., a Delaware corporation (the “Company”), up to [*] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). 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). This Warrant was issued pursuant to Section 3(B) of that certain Placement Agency Agreement, dated as of September 8, 2025, by and between the Compan
COMPENSATION AGREEMENTCompensation Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
This COMPENSATION AGREEMENT (this “Agreement”) is entered into as of September 8, 2025 (the “Effective Date”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Kevin O’Donnell (the “Executive”).
Eightco Holdings Inc.Placement Agent Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
MASTER LOAN AGREEMENTMaster Loan Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • Wyoming
This Master Loan Agreement (this “Agreement”) is made as of September 7, 2025 (the “Effective Date”), by and between Payward Interactive, Inc. (“Lender”), a Florida corporation, and Orb Subsidiary One LLC (“Borrower”), a Delaware limited liability company, with its principal place of business at 101 Larry Holmes Dr., Suite 313, Easton, PA 18042. Lender and Borrower are each individually, a “Party,” and collectively the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
This CONSULTING AGREEMENT (this “Agreement”), effective as of the final closing of the Capital Raise (as defined below) (the “Effective Date”), is entered into by and between Eightco Holdings Inc. (the “Client” or the “Company”) and Worldcoin Tower LLC (the “Consultant” and, with the Client, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 8, 2025, between Eightco Holdings Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
STRATEGIC ADVISOR AGREEMENTStrategic Advisor Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
THIS STRATEGIC ADVISOR AGREEMENT (this “Agreement”) is effective as of the Closing Date, as defined in that certain Securities Purchase Agreement, dated September 8, 2025 (the “Effective Date”) by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Worldcoin Tower Instant LLC, a Delaware limited liability company (the “Strategic Advisor”). The Company and the Strategic Advisor are referred to individually as a “Party” and collectively as the “Parties.”
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • Delaware
This Board of Directors Agreement (this “Agreement”) is made and entered into as of September 8, 2025 (the “Effective Date”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Daniel Ives, an individual (the “Director”).
AGREEMENTSeller Notes Amendment • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • Delaware
Reference is made to that certain Membership Interest Purchase Agreement, dated September 14, 2022, as amended (the “MIPA”), by and among Eightco Holdings Inc. (formerly Cryptyde, Inc.) (the “Purchaser”), Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 set forth on the signature pages thereto (the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers (the “Sellers’ Representative”). Reference is also made to those certain Seller Notes issued to the Sellers pursuant to the MIPA. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the MIPA.
COMPENSATION AGREEMENTCompensation Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
This COMPENSATION AGREEMENT (this “Agreement”) is entered into as of September 8, 2025 (the “Effective Date”), by and between Eightco Holdings Inc., a Delaware corporation (the “Company”), and Brett Vroman (the “Executive”).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Eightco Holdings Inc.Security Agreement • September 10th, 2025 • Eightco Holdings Inc. • Short-term business credit institutions • New York
THIS PRE-FUNDED 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Eightco Holdings Inc., a Delaware corporation (the “Company”), up to [ ] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).