Retrospettiva Inc Sample Contracts

Standard Contracts

RETROSPETTIVA, INC. 500,000 UNITS
Underwriting Agreement • August 14th, 1997 • Retrospettiva Inc • Women's, misses', and juniors outerwear • California
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RETROSPETTIVA, INC.
Incentive Stock Option Agreement • January 9th, 1998 • Retrospettiva Inc • Women's, misses', and juniors outerwear
UNDERWRITING AGREEMENT among AMMO, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters
Underwriting Agreement • December 4th, 2020 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

The undersigned, Ammo, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Ammo, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT among AMMO, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters
Underwriting Agreement • May 21st, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

The undersigned, Ammo, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Ammo, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Form of Representative’s Warrant Agreement
Representative’s Warrant Agreement • December 4th, 2020 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).

20,000,000 Shares AMMO, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (No. 333-253192), which became effective as of February 24, 2021, including a base prospectus (the “Base Prospectus”) relating to debt securities, preferred stock, common stock, warrants, rights and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act, and such amendments thereof as may have been required to the date of this Agreement. (such registration statement, including all exhibits and all documents and information deemed to be part of the registration statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final pro

AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Merger Agreement • July 16th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles)

On April 30, 2021 (the “Effective Date”), Ammo, Inc. (“AMMO” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this unaudited pro forma condensed combined financial information have the meaning assigned to them in the Merger Agreement, which is attached to this Form 8-K/A as an exhibit. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the gunbroker.com business. Gunbroker.com is a large on-line auction marketplace dedicated to firearms, hunting, shooting, an

EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 1997 • Retrospettiva Inc • California
AMMO, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • October 25th, 2017 • Ammo, Inc. • Women's, misses', and juniors outerwear • Delaware

Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the AMMO, Inc. 2017 Equity Incentive Plan (the "Plan").

AMMO, INC. STOCK AWARD AGREEMENT FOR STOCK UNITS
Stock Award Agreement • October 25th, 2017 • Ammo, Inc. • Women's, misses', and juniors outerwear • Wyoming

Unless otherwise defined herein, capitalized terms shall have the defined meaning set forth in the AMMO, Inc. 2017 Equity Incentive Plan.

RETROSPETTIVA, INC.
Non-Statutory Stock Option Agreement • January 9th, 1998 • Retrospettiva Inc • Women's, misses', and juniors outerwear
AMMO, INC. STOCK AWARD AGREEMENT FOR RESTRICTED STOCK
Stock Award Agreement • October 25th, 2017 • Ammo, Inc. • Women's, misses', and juniors outerwear • Delaware

Unless otherwise defined herein, capitalized terms shall have the defined meaning set forth in the AMMO, Inc. 2017 Equity Incentive Plan.

Retrospettiva, Inc.
Acquisition Agreement • March 23rd, 2017 • Ammo, Inc. • Women's, misses', and juniors outerwear

On March 17, 2017, AMMO, Inc. (formerly Retrospettiva, Inc.), a Delaware Corporation (the "PUBCO"), entered into a definitive agreement (the "Agreement") with Ammo, Inc., a Delaware Corporation ( "PRIVCO") under which PUBCO acquired all of the outstanding shares of common stock of PRIVCO. Under the terms of the Agreement, PUBCO purchased PRIVCO for 17,285,800 newly issued shares of common stock of the Company.

SETTLEMENT AGREEMENT
Settlement Agreement • November 7th, 2022 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware

This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2022, by and among AMMO, Inc., a Delaware corporation (the “Company”) and Steven F. Urvan and Susan T. Lokey (collectively with each of their respective Affiliates and Associates, the “Urvan Group”). The Company and each of the members of the Urvan Group are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in Section 16 of this Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Arizona

This Employment Agreement (the “Agreement”) is made and entered into March 26, 2021, (the “Effective Date”) between AMMO, Inc., a Delaware corporation (the “Company”), and Robert Goodmanson (“Employee”) . Company and Employee are sometimes referred to individually as “Party” and collectively as “Parties”.

WARRANT TO PURCHASE 50,000 Units RETROSPETTIVA, INC. REPRESENTATIVE'S WARRANT Dated: July ___, 1997
Warrant to Purchase • June 16th, 1997 • Retrospettiva Inc
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RETROSPETTIVA, INC. 500,000 UNITS
Underwriting Agreement • June 16th, 1997 • Retrospettiva Inc • California
SETTLEMENT AGREEMENT
Settlement Agreement • August 19th, 2020 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Wisconsin

This Settlement Agreement is entered into on this 26th day of June, 2020 by and between Jagemann Stamping Company, a Wisconsin corporation (“Jagemann”), on the one hand and Enlight Group II, LLC, a Delaware limited liability company (“Enlight”), and AMMO, Inc., a Delaware corporation (“AI”) on the other hand. Enlight and AI are referred to herein collectively as “AMMO”. Jagemann and AMMO are referred to herein individually as a “Party and collectively as the “Parties”.

LICENSING AGREEMENT
Licensing Agreement • May 24th, 2018 • Ammo, Inc. • Women's, misses', and juniors outerwear • Delaware

This LICENSING AGREEMENT ("Agreement") is made effective as of this 15'" day of February, 2017_("Effective Date"), by and between AMMO, Inc., a Delaware corporation ("AMMO") with an office at 6402 East Thomas Rd, Scottsdale, AZ 85251, and Jeff Rann, an individual residing at 5420 County Road 531, Hondo, TX, 78861 ("JR").

CONFIDENTIAL
Letter of Intent • January 4th, 2017 • Retrospettiva Inc • Women's, misses', and juniors outerwear
REVOLVING CONVERTIBLE LOAN NOTE
Revolving Convertible Loan Note • November 15th, 2007 • Retrospettiva Inc • Women's, misses', and juniors outerwear
UNDERWRITING AGREEMENT among AMMO, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters
Underwriting Agreement • May 27th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

The undersigned, Ammo, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Ammo, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto for whom Alexander Capital, L.P. is acting as representative (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter” (to the extent there are no additional Underwriters named in Schedule 1 hereto other than the Representative, the term Representative as used herein shall mean the Representative, as Underwriters, and the terms “Representative” and “Underwriter” shall mean either the singular or the plural as the context requires)) as follows:

REVOLVING INVENTORY LOAN AND SECURITY AGREEMENT
Revolving Inventory Loan and Security Agreement • March 11th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Arizona

This Revolving Inventory Loan and Security Agreement (this “Agreement”) is made as of June __, 2020 (the “Effective Date”), by and between Factors Southwest, L.L.C. d/b/a FSW Funding, an Arizona limited liability (“FSW”) and each of AMMO, Inc., a Delaware corporation and Enlight Group II, LLC, a Delaware limited liability company (collectively and individually, the “Borrower”).

SERVICES AGREEMENT
Services Agreement • July 29th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York

This Agreement (this “Agreement”) is made and entered into by and between Trending Equities Corp. (the “Consultant”), and Ammo, Inc., located at 7681 East Gray Road Scottsdale, AZ 85260 (the “Company”; collectively the “Parties”) on May 16th, 2021.

STANDSTILL AGREEMENT
Standstill Agreement • May 6th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware

This Standstill Agreement (this “Agreement”) is made and entered into as of April 30, 2021 (the “Effective Date”), between Ammo, Inc., a Delaware corporation (the “Company”), and Steven F. Urvan (the “Stockholder”). The Company and the Stockholder are referred to herein as the “Parties.”

LICENSING AGREEMENT
Licensing Agreement • May 24th, 2018 • Ammo, Inc. • Women's, misses', and juniors outerwear • Nevada

This LICERNSING AGREEMENT ("Agreement") is made effective as of this 11th day of October, 2016 ("Effective Date"), by and between AMMO, Inc., a Delaware corporation ("AMMO") with an office at 6402 East Thomas Rd, Scottsdale , AZ 85251, and Jesse James, an individual residing at 12295 Trautwein Rd., Austin Texas 78737 ("JJ"), and, solely for the purposes of Section 7, Jesse James Firearms Unlimited, LLC, a Texas limited liability company having an address of 12295 Trautwein Rd., Austin Texas 78737 ("JJFU").

FIRST AMENDED AND RESTATED FACTORING AND SECURITY AGREEMENT
Factoring and Security Agreement • March 11th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Arizona
PROMISSORY NOTE
Promissory Note • February 14th, 2022 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Wisconsin

FOR VALUE RECEIVED, the Borrower, AMMO, INC., a Delaware corporation, and FIRELIGHT GROUP I, LLC, a Delaware limited liability company (collectively, “Borrower”), joint and several, agree and promise to pay to the order of HIAWATHA NATIONAL BANK, a national banking association (“Lender”), its endorsees, successors and assigns, the principal sum of up to Eleven Million Six Hundred Twenty-Five Thousand and 00/100 Dollars ($11,625,000.00), or so much of this amount as is disbursed at the sole discretion of Lender, together with interest on the Principal Balance (as hereinafter defined) at the rate or rates of interest hereinafter set forth payable in the following manner and on all the following terms and at the following times.

AGREEMENT AND PLAN OF MERGER BY AND AMONG NEWGEN BIOPHARMA CORPORATION, RETROSPETTIVA, INC. AND RETROSPETTIVA ACQUISITIONS, INC. Dated as of July 22, 2010
Merger Agreement • July 27th, 2010 • Retrospettiva Inc • Women's, misses', and juniors outerwear • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 22, 2010, by and among NewGen BioPharma Corporation, a New Jersey corporation (the “Company”), Retrospettiva, Inc., a California corporation (“Parent”), and Retrospettiva Acquisitions, Inc., a New Jersey corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”). The Company, Parent and the Merger Subsidiary are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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