1-a-a Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation, with headquarters located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 19th, 2016 • Stocosil Inc. • Pharmaceutical preparations • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 24th, 2019 • Hemp Naturals, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 14, 2019, by and between HEMP NATURALS, INC., a Delaware corporation, with its address at 16950 North Bay Road, Suite 1803, Sunny Isles Beach, Florida 33160 (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 • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 2010 (the “Effective Date”), by and between HC Government Realty Trust, Inc., a Maryland corporation (the “REIT”, which terms shall include any entity controlled directly or indirectly by the REIT), HC Government Realty Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and [NAME], an individual (“Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of the REIT and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 17th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and EMA FINANCIAL, 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 108, LLC
Limited Liability Company Operating Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • Delaware
MUSCLE MAKER, INC COMMON STOCK PURCHASE WARRANT
Muscle Maker, Inc. • September 21st, 2017 • Retail-eating & drinking places • 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 Muscle Maker, Inc, a California 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 • March 26th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

FORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 199, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS
Form of Subscription Agreement • January 4th, 2023 • Masterworks 199, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 199, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.

ESCROW AGREEMENT FOR SECURITIES OFFERING
Escrow Agreement • August 18th, 2021 • Solar Intermodal Corp • Semiconductors & related devices • 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 company located at 525 Green Place, Woodmere, NY 11598; and Solar Intermodal Corporation, a Delaware corporation (“Issuer”) located at 16192 Coastal Highway, Lewes, Delaware, 19958, and offices located at 101 Eisenhower Pkwy, Roseland, New Jersey 07068.

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • July 2nd, 2021 • Masterworks 046, LLC • Retail-retail stores, nec • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 046, 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 herein and

FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021
Administrative Services Agreement • July 2nd, 2021 • Masterworks 046, 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 046, 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 ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • November 4th, 2022 • Masterworks 157, 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 157, 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

INDEMNIFICATION AGREEMENT by and between Atomic Studios, Inc. and Sky” Douglas Conway Indemnitee INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 14th, 2020 • Atomic Studios, Inc. • Cable & other pay television services • Wyoming

THIS AGREEMENT is entered into, effective as June __, 2018 of by and between Atomic Studios, Inc., a Wyoming corporation (the “Company”), and “Sky” Douglas Conway, INDEMNITEE (“Indemnitee”).

FORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 203, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS
Subscription Agreement • January 4th, 2023 • Masterworks 203, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 203, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.

XSPAND PRODUCTS LAB, INC INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 27th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada

This Indemnification Agreement (“Agreement”), dated as of December __, 2017, is by and between Xspand Products Lab, Inc., a Nevada corporation (the “Company”) and [NAME] (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 22nd, 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”).

ESCROW SERVICES AGREEMENT
Escrow Services Agreement • October 7th, 2022 • Careerlink Holdings, Inc • Services-computer programming, data processing, etc. • Nevada

This Escrow Services Agreement (this “Agreement”) is made and entered into as of [●], by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”) and [●] (the “Issuer”).

Winc, Inc. fIFth amended and restated Investors’ Rights AGREEMENT Effective Date: ____, 2019
Investors’ Rights Agreement • September 9th, 2019 • Winc, Inc. • Retail-miscellaneous retail • Delaware

THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of _____, 2019, by and among Winc, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each, an “Investor” and collectively, the “Investors”).

Broker-Dealer Agreement
Broker-Dealer Agreement • February 1st, 2022 • TNT Franchise Fund Inc. • Investors, nec

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between TNT Franchise Fund Inc. (“Client”), a Delaware 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 August 24, 2021 (the “Effective Date”):

THUMZUP MEDIA CORPORATION FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • 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.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 21st, 2017 • Aspen REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Aspen REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

INDEMNIFICATION AGREEMENT ENERGY HUNTER RESOURCES, INC.
Indemnification Agreement • November 17th, 2016 • Energy Hunter Resources, Inc. • Crude petroleum & natural gas • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___day of July, 2016 between ENERGY HUNTER RESOURCES, INC., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 31st, 2022 • Zergratran SA, Inc. • Transportation services • Delaware

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.

Form of Underwriter’s Warrant Agreement]
Prometheum, Inc. • April 20th, 2021 • Security & commodity brokers, dealers, exchanges & services • New York

THIS COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING].

FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2022
Management Services Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • 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 108, 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.”

AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE BALANCED eREIT II, LLC Dated as of [____________]
Operating Agreement • December 2nd, 2020 • Fundrise Balanced Ereit Ii, LLC • Real estate investment trusts • Delaware

This AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE BALANCED eREIT II, 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.

AGREEMENT OF LIMITED PARTNERSHIP OF NY RES REIT LP
NY Residential REIT, LLC • May 1st, 2017 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF NY RES REIT LP (this “Agreement”) dated as of May 1, 2017, is entered into among NY RESIDENTIAL REIT, LLC, a Delaware limited liability company, as general partner (the “General Partner”) and initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Aspen REIT, Inc. • December 21st, 2017 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASPEN OP, LP, a Delaware limited partnership (the “Partnership”), dated as of [·] (this “Agreement”), is entered into by and among ASPEN REIT, INC., a Maryland corporation (the “General Partner”) and the LIMITED PARTNERS identified on Exhibit A hereto. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in Article I below.

WARRANT TO PURCHASE SHARES OF SERIES S PREFERRED
Knightscope, Inc. • July 18th, 2019 • Communications equipment, nec • Delaware

THIS CERTIFIES THAT, for value received, Proud Ventures KS LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Knightscope, Inc., a Delaware corporation (the “Company”), 86,000 shares of the Company’s Series S Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement dated as of or about the date hereof between the Company and Holder (the “Purchase Agreement”).

ADOMANI, INC. STOCK OPTION AGREEMENT (For U.S. Participants)
Stock Option Agreement • April 7th, 2017 • Adomani, Inc. • Motor vehicle parts & accessories • California

Adomani, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Adomani, Inc. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • December 10th, 2020 • Masterworks 026, LLC • Retail-retail stores, nec • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2020 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 026, LLC, a Delaware limited liability company (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 herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 7th, 2019 • Caltier Fund I LP • Real estate • Delaware

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.

Atomic Studios, Inc. EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2020 • Atomic Studios, Inc. • Cable & other pay television services • Wyoming

THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the Effective Date (as defined below), is entered into by and between Atomic Studios, Inc., a Wyoming corporation (the "Company"), and (the “Executive”).

POSTING AGREEMENT
Posting Agreement • January 11th, 2023 • Fisher Wallace Laboratories, Inc. • Surgical & medical instruments & apparatus • California

[Fisher Wallace Laboratories, Inc.][COMPANY], a [Delaware][STATE] [C-Corp][ENTITY] located at [630 Flushing Avenue, Brooklyn, NY][ADDRESS] (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [Class B Common Stock] [SECURITIES], $XXX par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).