UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services • New York
The undersigned, TessPay Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of TessPay Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dominari Securities LLC is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT TessPay Inc.Common Stock Purchase • February 9th, 2024 • Tesspay Inc. • Services-management services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dominari Securities 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 hereof (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(H)(i), will expire at 5:00 p.m. (New York time) on the date that is five years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TessPay Inc., a Delaware corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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).
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services • Delaware
This Employment Agreement (this “Agreement”), dated [___], 2024, is by and between TessPay, Inc., a Delaware corporation (the “Company”), and Jeffrey Mason (the “Executive”).
RE: Amendment to Share Purchase AgreementShare Purchase Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services
Reference is made to the Share Purchase Agreement (the “SPA”), dated November 24, 2022, by and between Axiombridge (Holdings) Ltd. (f/k/a Create.iF Group Limited) (the “Seller”) and TessPay Inc. (“TessPay”). Capitalized terms used but not defined in this letter agreement shall have the meanings given to such terms in the SPA.
ACP PROGRAM PLATFORM SERVICES AGREEMENTAcp Platform Services Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services • Delaware
TESSPAY SERVICES INC., a corporation incorporated under the laws of Delaware, USA, with company registration number 823194114 and having its registered address at 9160 Forum Corporate Parkway, Suite 350, Fort Myers, FL 33905
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PLATFORM SERVICES AGREEMENTPlatform Services Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services • Delaware
TESSPAY, INC., a corporation incorporated under the laws of Delaware, USA, with company registration number 823194114 and having its registered address at 9160 Forum Corporate Parkway, Suite 350, Fort Myers, FL 33905
SHARE PURCHASE AGREEMENT relating to the issued share capital of CREATE.IF MANAGE LIMITEDShare Purchase Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services • England
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.Business Services Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services
TESSPAY PLATFORM CARRIER SERVICES AGREEMENT TESSPAY PLATFORM CARRIER SERVICES AGREEMENTTesspay Platform Carrier Services Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services
______________, a corporation incorporated under the laws of ______________, with company registration number __________ and having its registered address at __________________________ (“Platform Carrier A”);
COMMON STOCK PURCHASE WARRANT TESSPAY INC.Tesspay Inc. • February 9th, 2024 • Services-management services • 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 conditions hereinafter set forth, to acquire from TessPay Inc., a Delaware corporation (the “Company”), up to [ ] fully paid and nonassessable shares of common stock, par value $0.0001, of the Company (“Warrant Shares”) at a purchase price per share (the “Exercise Price”) of Ten Cents ($0.10) (the “Warrant”).
TESSPAY FINANCE FACTORING AGREEMENTTesspay Finance Factoring Agreement • February 9th, 2024 • Tesspay Inc. • Services-management services • Delaware
TESSPAY, INC., a corporation incorporated under the laws of Delaware, USA, with company registration number 823194114 and having its registered address at 9160 Forum Corporate Parkway, Suite 350, Fort Myers, FL 33905 (“TessPay”);
TessPay and IPC ACP Provider PROFIT SHARING AGREEMENTSharing Agreement • December 27th, 2023 • Tesspay Inc. • Services-management services • Delaware
THIS AGREEMENT is made this 15th day of June, 2023 (the “Effective Date”), by and between TessPay Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at Ft Myers, Florida (“TessPay”) and Integrated Path Communications LLC, a corporation organized and existing under the laws of New York , with its principal place of business at Hillsdale, New York (the “Provider”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.Tesspay Inc. • February 9th, 2024 • Services-management services
This letter (including its Schedules) is the Disclosure Letter referred to in the SPA and constitutes formal disclosure to the Buyer for the purposes of the SPA of the information, facts and circumstances which are or may be inconsistent with the Warranties. Such information, facts and circumstances, to the extent such the information, facts and circumstances are fairly disclosed (as defined in clause 5.3 of the SPA (“Disclosed”)), will be deemed to qualify the Warranties accordingly.
