UNDERWRITING AGREEMENT between DATCHAT, INC. and EF HUTTON, division of Benchmark Investments, LLC., as Representative of the Several Underwriters DATCHAT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2021 • DatChat, Inc. • Telegraph & other message communications • New York
The undersigned, DatChat, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, 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:
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 12th, 2021 • DatChat, Inc. • Telegraph & other message communications • 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 six month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from DatChat, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company (“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).
DATCHAT, INC. and WEST COAST STOCK TRANSFER, INC., as Warrant Agent Warrant Agency Agreement Dated as of [___] , 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 12th, 2021 • DatChat, Inc. • Telegraph & other message communications • California
WARRANT AGENCY AGREEMENT, dated as of [___] , 2021 (“Agreement”), between DatChat, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • January 19th, 2024 • DatChat, Inc. • Telegraph & other message communications • New York
The undersigned, DatChat, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of DatChat, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton 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:
SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2017 • DatChat, Inc. • Telegraph & other message communications • Nevada
The securities offered hereby are highly speculative. Investing in shares of DatChat, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2018 • DatChat, Inc. • Telegraph & other message communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2018, among DatChat, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”, which Purchasers include Spherix Incorporated, a Delaware corporation (“Spherix”)), and joining as parties solely with respect to ARTICLE V hereto, Spherix Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Spherix (“Merger Sub”), and Darin Myman (“Myman”). The Company, Spherix, Merger Sub and Myman, are sometimes referred to herein collectively as, the “Parties” and each, individually, as a “Party.” Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Merger Agreement (as defined below).
ESCROW SERVICES AGREEMENTEscrow Services Agreement • January 25th, 2017 • DatChat, Inc. • Telegraph & other message communications • Nevada
This Escrow Services Agreement (this “Agreement”) is made and entered into as of January 23, 2017 by and between Provident Trust Group, LLC (“Provident” or “Escrow Agent”) and DatChat Inc. (“Issuer”) for its offering known as “DatChat, Inc. Reg A+”.
TECHNOLOGY AGREEMENT ACCOUNT FORMTechnology Agreement • January 25th, 2017 • DatChat, Inc. • Telegraph & other message communications • New York
This TECHNOLOGY AGREEMENT, which consists of this account form (the “Account Form”) and the associated Terms and Conditions (the “Terms and Conditions”) attached hereto as Exhibit A, is made and entered into as of January 23, 2017 (the “Effective Date”) between DatChat Inc. (collectively referred to as “Issuer,” “you,” “your”) for its offering of securities entitled DatChat, Inc. Reg A+ (“Offering”), and FundAmerica, LLC (“FundAmerica”, “Technology Provider,” “we,” “our,” or “us”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2021 • DatChat, Inc. • Telegraph & other message communications • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this day_27th___of August 2021 (the “Effective Date”), by and between DatChat, Inc., Inc., a Nevada corporation with offices at 65 Church Street 2nd Floor, New Brunswick, NJ 08901 (the “Corporation”), and Darin Myman, an individual residing at 112 Oak Glen Road, Howell, New Jersey 07731 (the “Executive”), under the following circumstances:
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2022 • DatChat, Inc. • Telegraph & other message communications • New York
This Employment Agreement (the “Agreement”) is made and entered into as of February 15, 2022 (the “Effective Date”), by and between Brett Blumberg (the “Employee”) and DatChat, Inc., a Nevada corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 15th, 2018 • DatChat, Inc. • Telegraph & other message communications • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of March 12, 2018, by and among (i) SPHERIX INCORPORATED, a Delaware corporation (“Purchaser”), (ii) SPHERIX MERGER SUBISDIARY INC., a Nevada corporation and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), (iii) Darin Myman in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Company as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Stockholder Representative”) and (iv) DATCHAT, INC a Nevada corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 5th, 2022 • DatChat, Inc. • Telegraph & other message communications • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 29, 2022, among DatChat, Inc., a Nevada corporation (“Parent”), DatChat Patents I, Inc., a Nevada corporation (“Merger Sub I”), DatChat Patents II, LLC, a Nevada limited liability company (“Merger Sub II”), Avila Security Corporation, an Delaware corporation (“Company”), the seller parties signatory hereto, solely with respect to Section 6.01(a), ARTICLE 7 and ARTICLE 9 (each a “Shareholder”, and collectively the “Shareholders”) and Avila Technology LLC, a Virginia limited liability company, solely in its capacity as agent and attorney in fact for the Shareholders and serving in accordance with Section 9.13 (the “Shareholder Representative”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings indicated in ARTICLE 10.
DatChat, Inc. Series B Preferred Stock FORM OF SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTRepresentation Agreement • August 7th, 2023 • DatChat, Inc. • Telegraph & other message communications • Nevada
THIS AGREEMENT (this “Agreement”), dated as of _______, 2023, is by and between DatChat, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
FORBEARANCE AND EXCHANGE AGREEMENTForbearance and Exchange Agreement • February 5th, 2019 • DatChat, Inc. • Telegraph & other message communications • New York
This Forbearance and Exchange Agreement (this “Agreement”) is dated this 31st day of January, 2019, by and among DATCHAT, INC., a Nevada corporation (the “Company”), and HUDSON BAY MASTER FUND LTD, an entity formed and existing under the laws of the Cayman Islands (the “Holder”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 9th, 2018 • DatChat, Inc. • Telegraph & other message communications
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 3, 2018, by and among: (i) SPHERIX INCORPORATED, a Delaware corporation (“Purchaser”), (ii) SPHERIX MERGER SUBSIDIARY INC., a Nevada corporation and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), (iii) DATCHAT, INC., a Nevada corporation (the “Company”) and (iv) Darin Myman in the capacity as the representative for the stockholders of the Company as of immediately prior to the effective time of the merger contemplated by the Merger Agreement (defined below) (the “Stockholder Representative”). The Company, Purchaser, Merger Sub and the Stockholder Representative are each referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement (defined below).
