0001641172-25-026759 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2025, by and between EVA LIVE INC., a Nevada corporation, with its address at The Plaza, 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
EVA LIVE INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • New York
Eva Live Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] common units (each a “Common Unit” and collectively, the “Common Units”), with each Common Unit consisting of (A) one share (each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (B) one warrant to purchase one Share (each a “Warrant” and collectively, the “Warrants”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Common Units are referred to herein as the “Firm Securities.” The Common Units and the securities included therein (i.e., the Shares, the Warrants and the Warrant Shares) are referred to herein as the “Securities.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2025 (“Agreement”), between Eva Live Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Equiniti Trust Company LLC, a limited liability company organized under the laws of Delaware (the “Warrant Agent”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • Nevada
This Independent Director Agreement (“Agreement”) is made and entered into as of June 2nd 2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Mr. Ali Shadman, an individual residing at Lake Forest, CA 92630 United States (“Director”).
COMMON STOCK PURCHASE WARRANT EVA LIVE INC.Common Stock Purchase Warrant • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [-], 20301 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eva Live Inc., a Nevada corporation (the “Company”), up to ______ Shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warr
MEDIA BUYING AGREEMENTMedia Buying Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • California
This Media Buying Agreement (the “Agreement”) is dated May 5, 2022 (the “Effective Date”) and is between Brightcast llc and DOMAIN DEVELOPMENT CORPORATION (“BRIGHTCAST”) and Eva Live Inc (“Company”). The parties agree as follows:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • Nevada
This Share Exchange Agreement (“Agreement”), dated as of March ___, 2021 (the “Effective Date”), by and among Malwin Ventures, Inc., Nevada corporation having its executive offices at 205 Washington Blvd. Suite 106 Santa Monica CA, 90403, (“MLWN” or the “Company”) and EvaMedia Corp., a Delaware corporation (“EVA”) having its executive offices at 1800 Century Park East, Suite 600, Los Angeles, CA 90067, and the Shareholders of EVA (the “EVA Shareholders”). For purposes of this Agreement MLWN, EVA, and the EVA Shareholders are sometimes collectively referred to as the “Parties” and individually as a “Party.”
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • Nevada
This Independent Director Agreement (“Agreement”) is made and entered into as of May 27th 2025, by and between Eva Live Inc., a corporation organized and existing under the laws of the State of Nevada with its principal place of business at 2029 Century Park E, Suite 400N, Los Angeles, CA 90067 (“Company”), and Riz Jamal, an individual residing at Kitchener Canada (“Director”).
MARKETING AGENT AGREEMENTMarketing Agent Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc.
This MARKETING AGENT AGREEMENT (this “Agreement”), effective as of 1 September, 2020 (the “Effective Date”), is made by and between TechAdsMedia Ltd, a company organized under the laws of Ireland with VAT No. IE3378479AH (“TechAdsMedia”), and Eva Media Inc, an American corporation under the laws of California, U.S.A. (“Agent”).
Employment AgreementEmployment Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc.
This Employment Agreement (“Agreement”) is made and entered into this May 31, 2025, by and between Eva Live Inc., a corporation incorporated under the laws of Nevada, with its principal place of business at 1800 Century Park East, Suite 600, Los Angeles, CA, 90067, USA (the “Company”), and David Boulette, an individual (the “Executive” or “CEO”).
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement • September 5th, 2025 • Eva Live Inc • Services-computer programming, data processing, etc. • Nevada
This Settlement Agreement and General Mutual Release (the “Agreement”) dated as of September 28, 2021 (the “Effective Date”), by and among Eva Live Inc. (f.k.a. Malwin Ventures, Inc.), Nevada corporation having its executive offices at 1800 Century Park East, Suite 600, Los Angeles, CA 90067, (the “Company”) and Mr. Terry Fields (“Mr. Fields”), an individual having an address at 205 Washington Blvd. Suite 106, Santa Monica CA, 90403. For purposes of this Agreement the Company and Mr. Fields, are collectively referred to as the “Parties” and individually as a “Party.”