1-a Sample Contracts

COMMON STOCK PURCHASE WARRANT THE3RDBEVCO inc.
The3rdBevco Inc. • July 24th, 2020

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 the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenpower Motor Company, Inc., a Canadian corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Conversion Price is adjusted pursuant to 2(b) below, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equal the aggregate Exercise

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Contract
Indemnification Agreement • September 14th, 2016 • Stocosil Inc. • Pharmaceutical preparations • Delaware
BLOCKSTACK PBC INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 8th, 2019 • Blockstack Inc. • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of , and is between Blockstack PBC, a Delaware public benefit corporation (the “Company”), and the undersigned (“Indemnitee”).

METATRON APPS INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • June 8th, 2023 • Metatron Apps, Inc. • Services-computer processing & data preparation • Delaware

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 “Initial Issue Date”) and on or prior to the close of business on the two (2) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Metatron Apps Inc., a Delaware corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 31st, 2021 • Black Bird Biotech, Inc. • Miscellaneous manufacturing industries • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2021, by and between Black Bird Biotech, Inc., a Nevada corporation, with its address at 3505 Yucca Drive, Suite 104, Flower Mound, Texas 75028 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 9th, 2023 • Future of Housing Fund, Inc. • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of ________ __, 2023, by and between Future of Housing, Inc., a Maryland corporation (the “Company”); and [DIRECTOR/OFFICER] (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 288, LLC
Limited Liability Company Operating Agreement • June 7th, 2023 • Masterworks 288, LLC • Delaware

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 288, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2023, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

COMMON STOCK PURCHASE WARRANT The3rdbevco, inc.
The3rdBevco Inc. • November 17th, 2022 • Beverages

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 time) on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from The3rdBevCo, Inc., a New York corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Conversion Price is adjusted pursuant to 2(b) below, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equal the aggregate Exercise Price immediately

COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.
Common Stock Purchase Warrant • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $112,750.00 convertible note to the Holder (as defined below) of even date) (the “Note”), EMA Financial, LLC, a Delaware limited liability company (including any permitted and 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 on or after the date of issuance hereof, to purchase from uBid Holdings, Inc., a Delaware corporation (the “Company”), up to 2,800,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 15, 2019, by and among the Company and the Hol

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • June 7th, 2023 • Masterworks 288, LLC • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent, “Masterworks”) and MASTERWORKS 288, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herei

MYOMO, INC. COMMON STOCK PURCHASE WARRANT
Myomo Inc • January 6th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC 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 that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the“Termination Date”) but not thereafter, to subscribe for and purchase from Myomo, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).

ESCROW AGREEMENT FOR SECURITIES OFFERING
Escrow Agreement • May 21st, 2021 • RoyaltyTraders LLC • Delaware

THIS ESCROW AGREEMENT, effective as of _____________, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability compnay located at 525 Green Place, Woodmere, NY 11598; and ____________________________, a __________________________ (“Issuer”) located at ___________________________________________________________________.

FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2022
Administrative Services Agreement • August 10th, 2022 • Masterworks 134, LLC • Retail-retail stores, nec • New York

This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 134, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”

FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2023
Management Services Agreement • June 7th, 2023 • Masterworks 288, LLC • New York

This Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 288, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”

Contract
Otis Collection LLC • May 6th, 2021 • Retail-retail stores, nec • New York

THIS NOTE HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR OTHER APPLICABLE SECURITIES LAWS OR, IN THE ABSENCE THEREOF, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THIS NOTE IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.

CONVERTIBLE NOTE DUE SEPTEMBER 24, 2021
Pacific Software, Inc. • December 16th, 2020 • Services-prepackaged software • New York

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued notes of Pacific Software, Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 2 Bloor St. East, Suite 3500, Toronto, Canada, M4W 1A8, due September 24, 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

Contract
Soligen Technologies Inc • July 2nd, 2018 • Nonferrous foundries (castings) • Wyoming

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOLIGEN TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • December 22nd, 2022 • Masterworks 210, LLC • Retail-retail stores, nec • New York

This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 210, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Co-Managers” and each, a “Co-Manager”) to act as Co-Managers for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”) to purchasers, who will subscribe for the securities via the Client’s online investment platform at www.masterworks.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability c

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 6th, 2021 • Otis Collection LLC • Retail-retail stores, nec • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this March 29, 2021, by and between (i) Series Collection Drop 004, a Series of Otis Collection LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • Delaware

This Indemnification Agreement (“Agreement”), dated as of September ____, 2019 [DATE], is by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”) and ____________________ [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).

INDEMNIFICATION AGREEMENT by and between Zicix Corporation and Kurt Spenkoch Indemnitee INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 28th, 2020 • Zicix Corp • Nevada

THIS AGREEMENT is entered into, effective as January 13, 2020 of by and between Zicix Corporation a Nevada corporation (the “Company”), and Kurt Spenkoch, INDEMNITEE (“Indemnitee”).

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Series Collection Drop 004, a Series of Otis Collection LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (the “Broker”) Subscription Agreement to subscribe for Series Collection Drop 004,...
Otis Collection LLC • May 6th, 2021 • Retail-retail stores, nec • New York

Please complete the following ACH payment details in order to automatically transfer money into the escrow account. This section can be left blank in the case of electronically initiated payments.

HIMALAYA TECHNOLOGIES, INC. FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • November 17th, 2023 • Himalaya Technologies, Inc • Crude petroleum & natural gas • Nevada

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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 30th, 2021 • NEXGENT Inc. • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 27, 2018 by and among NEXGENT Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Broker-Dealer Agreement
Broker-Dealer Agreement • September 29th, 2022 • Ysmd, LLC

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between YSMD, LLC (“Client”), a California Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of November 8, 2021 (the “Effective Date”):

Landa Lease
Landa Lease • September 17th, 2021 • Landa App 2 LLC • Real estate • Georgia

This Residential Lease Agreement (hereinafter “Lease”) is entered into this on 26th day of August, 2021 by and between the Lessor: Landa Properties LLC (hereinafter referred to as “Landlord”), and the Lessee(s): [***]. All Lessees (hereinafter referred to collectively as “Tenant”), are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 19th, 2022 • Coyuchi, Inc. • California

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [__________ __, 20__], between Coyuchi, Inc., a California corporation (the “Company”), and [________________] (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 13 hereof.

OPERATING AGREEMENT OF GROUNDFLOOR LOANS 1 LLC Dated as of [____________]
Operating Agreement • March 5th, 2024 • Groundfloor Loans 1, LLC • Real estate • Delaware

This OPERATING AGREEMENT OF GROUNDFLOOR LOANS 1 LLC is dated as of [__________]. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1 or Section 13.1.

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 26th, 2024 • Fanbase Social Media, Inc. • Delaware

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.

FORM OF ENGAGEMENT LETTER
Masterworks 085, LLC • September 29th, 2021 • Retail-retail stores, nec • New York

This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 085, LLC (the “Client;” “Masterworks 085”) engages Independent Brokerage Solutions LLC (the “Financial Adviser;” “IndieBrokers”). IndieBrokers is engaged to act as the exclusive underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).

QUANTUMZYME CORP. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORS
Subscription Agreement • February 29th, 2024 • Quantumzyme Corp. • Retail-retail stores, nec • Nevada

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.

SERIES OPERATING AGREEMENT OF LANDA APP 2 LLC - 45 ROBERTFORD DRIVE COVINGTON GA LLC
Series Operating Agreement • September 17th, 2021 • Landa App 2 LLC • Real estate • Delaware

THIS SERIES OPERATING AGREEMENT (this “Agreement”) of LANDA APP 2 LLC - 45 ROBERTFORD DRIVE COVINGTON GA LLC, dated as of JULY 28, 2021, by and between LANDA APP 2 LLC - 45 ROBERTFORD DRIVE COVINGTON GA LLC, a registered Delaware series of Landa App 2 LLC (the “Series”), a Delaware limited liability company (the “Company”), Landa Holdings, Inc., a Delaware corporation (the “Manager”) and the members of the Series, each listed on Schedule A attached hereto (the “Members,” and together with the Series, the Company and the Manager the “Parties”) Capitalized terms used herein and not otherwise defined are used as defined in the Limited Liability Company Agreement of the Company, dated as of June 15, 2021 (as may be amended from time to time, the “Master Agreement”).

FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF HAPPYNEST OPERATING PARTNERSHIP, LP Dated as of ________________ Contents
HappyNest REIT, Inc. • December 27th, 2018 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF HAPPYNEST OPERATING PARTNERSHIP, LP (this “Agreement”) dated as of __________, is entered into among HAPPYNEST REIT, INC., a Delaware corporation, as general partner (the “General Partner”), and initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

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