PRE-FUNDED COMMON STOCK PURCHASE WARRANT WORKSPORT LTD.Worksport LTD • March 20th, 2024 • Motor vehicle parts & accessories
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Worksport Ltd., a Nevada corporation (the “Company”), up to 1,477,892 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 AGREEMENTSecurities Purchase Agreement • November 3rd, 2023 • Worksport LTD • Motor vehicle parts & accessories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 31, 2023, by and between WORKSPORT LTD., 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”).
AGREEMENT TO PREVENT RESALE AND IRREVOCABLE PROXY COUPLED WITH AN INTEREST This Agreement to Prevent Resale and Irrevocable Proxy Coupled with an Interest, dated as of February 28, 2001 (this "Agreement and Irrevocable Proxy"), is made and entered...Tmanglobal Com Inc • May 31st, 2001 • Services-business services, nec • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2024 • Worksport LTD • Motor vehicle parts & accessories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of March 18, 2024, by and between WORKSPORT LTD., 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”).
PURCHASE AGREEMENTPurchase Agreement • October 13th, 1999 • Tmanglobal Com Inc • Georgia
Representative’s Warrant AgreementWorksport LTD • August 9th, 2021 • Motor vehicle parts & accessories
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, MAXIM PARTNERS 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 January 30, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to August 3, 2024 at 5:00 p.m. (New York time), which is the date that is three (3) years following the commencement of sales of the Offering pursuant to which this Warrant is being issued (the “Termination Date”) but not thereafter, to subscribe for and purchase from WORKSPORT LTD., a Nevada corporation (the “Company”), up to 130,909 shares of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 13th, 1999 • Tmanglobal Com Inc • Florida
RECITALSConsulting Agreement • October 13th, 1999 • Tmanglobal Com Inc
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 3rd, 2023 • Worksport LTD • Motor vehicle parts & accessories • New York
AT THE MARKET OFFERING AGREEMENT September 30, 2022Market Offering Agreement • September 30th, 2022 • Worksport LTD • Motor vehicle parts & accessories • New York
Worksport Ltd., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
AMENDED AND RESTATED EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 23rd, 2016 • Franchise Holdings International, Inc. • Motor vehicle parts & accessories • California
THIS EQUITY PURCHASE AGREEMENT entered into as of the 24th day of August, 2016(this "AGREEMENT"), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and FRANCHISE HOLDINGS INTERNATIONAL, INC., a Nevada corporation (the "COMPANY").
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 8th, 2021 • Worksport LTD • Motor vehicle parts & accessories • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of July __, 2021 (the “Issuance Date”) between Worksport Ltd., a Nevada corporation (the “Company”), and [Equiniti Trust Company or EQ Shareowner Services], a [ ] corporation (the “Warrant Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2016 • Franchise Holdings International, Inc. • Motor vehicle parts & accessories • California
This Registration Rights Agreement ("Agreement"), dated August 24, 2016, is made by and between FRANCHISE HOLDINGS INTERNATIONAL, INC., Nevada corporation ("Company"), and KODIAK CAPITAL GROUP, LLC a Nevada limited liability company (the "Investor").
3,272,727 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK and ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK WORKSPORT LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2021 • Worksport LTD • Motor vehicle parts & accessories • New York
The undersigned, WORKSPORT LTD., a company incorporated under the laws of Nevada (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 MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, 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.
Exhibit 10.3 ------------ GENERAL AGREEMENT This General Agreement, dated this 29th day of April, 1999, when fully executed by the parties, will confirm the terms of agreement between Elliott, Lane & Associates, Inc. (Elliott Lane) and TMANGLOBAL.COM,...General Agreement • October 13th, 1999 • Tmanglobal Com Inc
ContractWorksport LTD • July 16th, 2021 • Motor vehicle parts & accessories • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE 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 OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
SUBSCRIPTION AGREEMENT ---------------------- ("AGREEMENT")Exhibit 2 • May 31st, 2001 • Tmanglobal Com Inc • Services-business services, nec
Exhibit 10.2 ------------ FINANCIAL ADVISORY AND CONSULTING AGREEMENT This Agreement is made and entered into as of this 17th day of March, 1999 by TMANGLOBAL.COM, a Florida corporation ("TMAN" OR "COMPANY"), and VistaQuest, Inc., a New York...Financial Advisory and Consulting Agreement • October 13th, 1999 • Tmanglobal Com Inc • Florida
COMMON SHARE PURCHASE WARRANT FRANCHISE HOLDINGS INTERNATIONAL, INC.Common Share Purchase Warrant • March 2nd, 2020 • Franchise Holdings International, Inc. • Motor vehicle parts & accessories • New York
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $544,425.09 senior secured convertible promissory note to the Holder (as defined below) of even date (the “Note”), Leonite Capital, LLC, a Delaware limited liability company (including any permitted and registered assigns, each a “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 Franchise Holdings International, Inc., an a Nevada corporation (the “Company”), up to 900,000 common shares (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 February 25, 2020, by and betwee
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2020 • Franchise Holdings International, Inc. • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February 25, 2020 by and among FRANCHISE HOLDINGS INTERNATIONAL, INC. a Nevada corporation and WORKSPORT, LTD., an Ontario corporation (collectively “the “Company”), and LEONITE CAPITAL LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2021 • Worksport, LTD • Motor vehicle parts & accessories • Ontario
This Employment Agreement, dated as of May 10, 2021 (this “Agreement”), is made and entered into by and between Worksport, Ltd., a Nevada corporation (the “Company”), and Steven Rossi, a Canadian citizen residing in Ontario, Canada (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
FORM OF PREFUNDED WARRANT Worksport Ltd.Worksport LTD • July 22nd, 2024 • Motor vehicle parts & accessories • New York
THIS PREFUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Worksport Ltd., a Nevada 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).
COMMON STOCK PURCHASE WARRANT WORKSPORT LTD.Worksport LTD • May 30th, 2024 • Motor vehicle parts & accessories • 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 six (6) months from the Issue Date provided that Stockholder Approval (as defined below) is obtained (the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on the date that is the five and one-half (5.5) year anniversary of the Issue Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Worksport Ltd., a Nevada corporation (the “Company”), up to 12,950,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 2nd, 2020 • Franchise Holdings International, Inc. • Motor vehicle parts & accessories • New York
This SECURITY AND PLEDGE AGREEMENT (the “Agreement”) is made and entered into on February 25, 2020 by and between Franchise Holdings International, Inc. (“FNHI”), a Nevada corporation, and Worksport, Ltd. (“Worksport”), an Ontario corporation, (collectively “the “Debtor”) and Leonite Capital LLC, a Delaware limited liability company, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
SERVICES AGREEMENTServices Agreement • July 21st, 2015 • Franchise Holdings International, Inc. • Services-business services, nec • Ontario
THIS MARKETING SERVICES AGREEMENT (the "Agreement") is entered into and is effective as of the 3rd day of June 2015 by and between Franchise Holdings International Inc., a Nevada Corporation with principal offices and facilities at 8820 Jane Street, Vaughn, Ontario L4K 2M9 (the "Company"), and Marchese Design Inc., an Ontario Corporation with principal offices at 589 Wycliffe Avenue, Woodbridge, ON L4L 8S8 (the "Consultant"). The term "Parties" and "Party", as used in this Agreement, shall refer to the Company and the Consultant jointly and individually, respectively.
Subscription Agreement WORKSPORT LTD.Subscription Agreement • October 30th, 2020 • Worksport, LTD • Motor vehicle parts & accessories • Nevada
WORKSPORT LTD.Investor Subscription Agreement • July 28th, 2021 • Worksport LTD • Motor vehicle parts & accessories • Nevada
INVESTOR SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) dated May 3, 2021 between WORKSPORT LTD., INC., a Nevada corporation (the “Company”) and the person or persons executing this Agreement on the last page (the “Subscriber”). All documents mentioned herein are incorporated by reference.
SECURITY AGREEMENTSecurity Agreement • September 10th, 2024 • Worksport LTD • Motor vehicle parts & accessories
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of ____________, by Worksport New York Operations Corporation, a New York corporation with its principal place of business and chief executive offices at 2500 N. America Drive, West Seneca, New York 14224 (“Debtor”), in favor of Loeb Term Solutions LLC, an Illinois limited liability company, with an address at 8609 W. Bryn Mawr, Suite 208, Chicago, IL 60631 (“Lender”).
BUSINESS SERVICES AGREEMENTBusiness Services Agreement • July 21st, 2015 • Franchise Holdings International, Inc. • Services-business services, nec • Ontario
THIS BUSINESS SERVICES AGREEMENT (the "Agreement") is entered into and is effective as of the 1st day of June 2015 by and between Franchise Holdings International Inc., a Nevada Corporation with principal offices and facilities in 8820 Jane Street, Vaughn, Ontario L4K 2M8 (the "Company"), and 1369781 Ontario Ltd., an Ontario Corporation with principal offices at 81 Templewood Crescent, Woodbridge, ON L4H 3P5(the "Consultant"). The term "Parties" and "Party", as used in this Agreement, shall refer to the Company and the Consultant jointly and individually, respectively.
GUARANTYGuaranty • September 10th, 2024 • Worksport LTD • Motor vehicle parts & accessories • Illinois
This Guaranty (“Guaranty”) is made on __________________, by Worksport Ltd., a Nevada corporation with its principal address of 2500 N. America Drive, West Seneca (“Guarantor”), in favor of Loeb Term Solutions LLC (“Lender”) to induce Lender to make a loan and/or extend or continue credit to Worksport USA Operations Corporation, a Colorado corporation (“Borrower”) and because Guarantor has determined that executing and delivering this Guaranty is in Guarantor’s interest and to Guarantor’s financial benefit.
Corporate Advisory Services Agreement – Belair Capital Partners Inc./TruXmart Ltd.Advisory Services Agreement • December 17th, 2014 • Franchise Holdings International, Inc. • Services-business services, nec • Ontario
We understand that TruXmart Ltd. (the “Company”) wishes to retain Belair Capital Partners Inc. (“Belair”) as its advisor on an exclusive basis until such services rendered by Belair may not be required by the Company and as may be determined by the Company. Certain services may be provided by one or more affiliates of Belair, however, the services will be governed by this Agreement. The following supersedes the original form of agreement entered into on May 1, 2014, which form was employed without legal counsel, and upon further review, its terms do not reflect our actual understanding of that point in time, and fails to reflect the changes in our actual understanding, including the most fundamental roles, responsibilities and consideration underlying and comprising our actual agreements. Subject to the below specified limitations and conditions, Belair will provide the Company with such regular and customary corporate and market-related advisory services as is reasonably requested by
MEDIA AGREEMENTMedia Agreement • September 3rd, 2021 • Worksport LTD • Motor vehicle parts & accessories
This Media Agreement (the “Agreement”) is made and entered into as of this 1st day of September, 2021 (the “Effective Date”), by and between AI Media Data LLC, (or “MD”) and Worksport LTD (or “WKSP”). From time to time, MD and WKSP may also be referred to within this Agreement individually each as a “Party,” and collectively, as the “Parties.”
WORKSPORT LTD. SUBSCRIPTION AGREEMENT SIGNATURE PAGESubscription Agreement Signature Page • July 22nd, 2024 • Worksport LTD • Motor vehicle parts & accessories
The undersigned, desiring to purchase Shares and/or Pre-funded of Worksport Ltd. by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 2nd, 2016 • Franchise Holdings International, Inc. • Motor vehicle parts & accessories • California
This STOCK PLEDGE AGREEMENT, dated as of May 18th, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Franchise Holdings International, a Nevada corporation (the “Borrower”), the undersigned party as named on Schedule 1 hereto (the “Pledgor”), in favor of Kodiak Capital Group, LLC (the “Secured Party”).
FORBEARANCE AGREEMENTForbearance Agreement • May 16th, 2024 • Worksport LTD • Motor vehicle parts & accessories
THIS FORBEARANCE AGREEMENT (the “Agreement”) made, as of February 14, 2024, by and among WORKSPORT NEW YORK OPERATIONS CORPORATION, a New York corporation, having an address at 2500 North America Drive, West Seneca, New York 14224 (the “Borrower”), WORKSPORT LTD., a Nevada corporation, having an address at 123 W. Nye Lane, Carson City, Nevada 89706 (the “Guarantor”), and NORTHEAST BANK having an address at One Marina Park Drive, Boston, Massachusetts 02210 or its successors and/or assigns (the “Lender”). Borrower, Guarantor and Lender shall hereinafter collectively be referred to as the “Parties”.
