COMMON SHARE PURCHASE WARRANT SENTIENT BRANDS HOLDINGS INC.Common Share Purchase Warrant • November 22nd, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with (i) that certain $400,000 senior secured convertible promissory note (the “Note”) issued by Sentient Brands Holdings Inc., a Nevada corporation (the ”Company”), to Leonite Fund I, LP, a Delaware limited partnership (including any permitted and registered assigns, each a “Holder”) of even date herewith, and (ii) that certain securities purchase agreement by and between the Company and the Holder (the “Purchase Agreement”) of even date herewith, 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 the Company, 666,667 shares of common stock of the Company (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 (as defined below) per share.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of November 18, 2021, by and among SENTIENT BRANDS HOLDINGS INC., a Nevada corporation (the “Company”), and LEONITE FUND I, LP, a Delaware limited partnership (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 12th, 2022 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Florida
This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between SENTIENT BRANDS HOLDINGS, INC., a Nevada corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 22nd, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on November 18, 2021 by and between Sentient Brands Holdings Inc., a Nevada corporation (the “Debtor”), and Leonite Fund I, LP, a Delaware limited partnership, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
ORIGINAL ISSUE CONVERTIBLE PROMISSORY NOTEIntelligent Buying, Inc. • March 19th, 2019 • Retail-computer & computer software stores • New York
THIS UNSECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Unsecured Convertible Promissory Note (this “Note”) of INTELLIGENT BUYING, INC., a California corporation, (the “Company”), having its principal place of business at 400 Seventh Avenue, Brooklyn, NY 11215.
No. 001Securities Purchase Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 2, 2020 (THE “SECURITIES PURCHASE AGREEMENT”), NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 28, 2021 is entered into between Sentient Brands Holdings, Inc., a California corporation (the “Company”), and Sentient Brands Holdings Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes together referred to herein as the “Constituent Entities.”
ContractAgreement and Plan of Reorganization • February 14th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") as of made this __ day of February, 2020 is by, between and among JAGUARING COMPANY d/b/a CANNAVOLVE HOLDINGS, a Washington corporation ("CANNAVOLVE"); the CANNAVOLVE shareholders listed in the CANNAVOLVE CAP TABLE, which will be provided by CANNAVOLVE before or upon the signing of this Agreement, who are shareholders of CANNAVOLVE Class A and Class B common stock ( the “HOLDERS”); and INTELLIGENT BUYING, INC., a California corporation listed on the OTC Markets “Pink Sheets” (“INTB” or the "Company").
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 14th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores • Washington
This Agreement is made and entered into, as of 05/01/2019, (“Effective Date”), by and between Jaguaring Co. dba, CannAvolve Inc. (“Company”), having a principal place of business at 2211 Elliott Ave Suite 200, Seattle, WA 98121 and Dante Jones, an individual, of the state of Washington, having a principal place of business at 929 N. 82nd St. Seattle, WA 98103 (“Contractor”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • New York
THIS STOCK PLEDGE AGREEMENT, effective as of December 2, 2020, is executed by Principal Holdings, LLC (the “Pledgor”), a preferred shareholder of Intelligent Buying, Inc., in favor of Emil Assentato ( “Lender”).
FINANCIAL SERVICES AGREEMENTFinancial Services Agreement • August 9th, 2006 • Intelligent Buying, Inc. • Services-computer integrated systems design • California
This Financial Services Agreement (this “Agreement”) is made as of March 22, 2006 by and between Intelligent Buying, Inc., a California corporation (the “Company”) and Altitude Group, LLC (“Altitude”) (each a “Party” and collectively referred to hereafter as the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 3, 2020, by and among Intelligent Buying, Inc., a California corporation, with headquarters located at 340 Madison Avenue, 19th Floor, New York, NY 10173 (the “Company”), and the purchaser buyer set forth on the signature pages hereto (the “Buyer”).
AGREEMENT FOR THE PURCHASE OF COMMON STOCKAgreement for the Purchase of Common Stock • January 28th, 2015 • Intelligent Buying, Inc. • Retail-computer & computer software stores • California
THIS COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) as of this 20th day of January, 2015, by and between, Eugene Malobrodsky, representing the Selling Shareholders, who are listed in Exhibit A, attached, (hereinafter referred to as “Sellers”), and AMS Encino Investments, Inc. (“Purchaser”), setting forth the terms and conditions upon which the Sellers will sell Five Million Seven Hundred Fifty Three Thousand Three Hundred Thirty Three (5,753,333) shares of Intelligent Buying, Inc. (“INTB” or the “Company”) common stock (the “Shares” or “Common Stock”), personally owned by Sellers, to the Purchaser. The Sellers and the Purchaser may be referred to herein singularly as a “Party” and collectively, as the “Parties”. In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
Settlement Agreement and ReleaseSettlement Agreement and Release • August 22nd, 2022 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Florida
This Settlement Agreement and Release (this “Agreement”), dated as of August 16, 2022 (the “Effective Date”), is made and entered into by and between Sentient Brands Holdings Inc., a Nevada corporation (the “Company”), Anthony L.G., PLLC (“ALG”) and Laura Anthony. Each of the Company, ALG and Ms. Anthony may be referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT FOR THE PURCHASE OF COMMON STOCKAgreement for the Purchase of Common Stock • June 20th, 2018 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
THIS COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) made this ___ day of May, 2018, by and between AMS ENCINO INVESTMENTS, INC. (hereinafter referred to as (“Seller”), and Bagel Hole, Inc. (“Purchaser”), sets forth the terms and conditions upon which the Seller will sell 5,753,333 shares of Intelligent Buying, Inc. (“INTB” or the “Company”) common stock (the “Shares” or “Common Stock”), owned by Seller, to the Purchaser. Seller and Purchaser may be referred to herein singularly as a “Party” and collectively, as the “Parties”.
EXTENSION AGREEMENTExtension Agreement • August 22nd, 2022 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Delaware
THIS EXTENSION AGREEMENT (the “Agreement”) is entered into as of August 19, 2022 (“Effective Date”), by and between SENTIENT BRANDS HOLDINGS INC., a corporation organized under the laws of the state of Nevada (the “Borrower”), and LEONITE FUND I, LP (the “Investor”).
TERMINATION OF AGREEMENTTermination of Agreement • February 14th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores
Reference is made to the Reorganization Agreement (the "Agreement") last amended on January 2, 2020, by, between and among JAGUARING COMPANY d/b/a CANNAVOLVE HOLDINGS, a Washington corporation ("CANNAVOLVE"); the CANNAVOLVE shareholders listed in the CANNAVOLVE CAP TABLE, which will be provided by CANNAVOLVE before or upon the signing of this Agreement, who are all of the shareholders of CANNAVOLVE Class A and Class B common stock ( the “HOLDERS”); and INTELLIGENT BUYING, INC., a California corporation listed on the OTC Markets “Pink Sheets” (“INTB” or the "Company").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 9th, 2024 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
SHARE EXCHANGE AGREEMENT, dated as of September 3, 2024 (the “Agreement”), by and among SENTIENT BRANDS HOLDINGS INC., a Nevada corporation (“Purchaser”), and AIG-F&B, INC., a Nevada corporation, and its affiliates and subsidiaries (collectively, the “Company”), and each of the shareholders of the Company set forth on the signature page hereof (collectively, the “Sellers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 2, 2020, by and among Intelligent Buying, Inc., a Delaware corporation, with headquarters located at 340 Madison Avenue, 19th Floor, New York, New York 10173 (the “Company”), and the purchaser set forth on the signature page hereto (the “Buyer”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 29th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
This SHARE EXCHANGE AGREEMENT, dated as of May 28, 2020 (this “Agreement”), is by and between Intelligent Buying, Inc., a California corporation (“INTB”), and each of the holders of Class B shares of common stock (collectively, the “Selling Shareholders”) of Jaguaring Company d/b/a Cannavolve Holdings, a Washington corporation ("Cannavolve"), set forth on the signature page hereof.
ContractAgreement and Plan of Reorganization • May 6th, 2019 • Intelligent Buying, Inc. • Retail-computer & computer software stores
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") as of made this __ day of April, 2019 by, between and among JAGUARING COMPANY d/b/a CANNAVOLVE HOLDINGS, a Washington corporation ("CANNAVOLVE"); the CANNAVOLVE shareholders listed in the CANNAVOLVE CAP TABLE, which will be provided by CANNAVOLVE before or upon the signing of this Agreement, who are all of the shareholders of CANNAVOLVE Class A and Class B common stock ( the “HOLDERS”); and INTELLIGENT BUYING, INC., a California corporation listed on the OTC Markets “Pink Sheets” (“INTB” or the "Company").
AGREEMENTAgreement • August 22nd, 2022 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada
This AGREEMENT (this “Agreement”), dated as of August 19, 2022, by and among Sentient Brands Holdings Inc., a Nevada corporation, with headquarters located at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Company”), and Adriatic Advisors, LLC, a New York limited liability company, located at 111 East 14th Street, Suite 286, New York, NY 10003 (the “Holder”).
SUBSCRIPTION AGREEMENTIntelligent Buying, Inc. • August 9th, 2006 • Services-computer integrated systems design • California
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
THE SHARES OF COMMON STOCK (THE “SHARES”) OF INTELLIGENT BUYING, INC. (“INTB” OR THE “COMPANY”) SUBJECT TO THIS SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • February 14th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
This Restricted Stock Purchase Agreement (this “Agreement”), dated as of January 8, 2020, is entered into by and between Intelligent Buying, Inc., a California corporation (the “Company”), and James Mansour (“Buyer”).
ContractSecond Amended Agreement and Plan of Reorganization • January 8th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
SECOND AMENDED AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") as of made this __ day of December 2019 by, between and among JAGUARING COMPANY d/b/a CANNAVOLVE HOLDINGS, a Washington corporation ("CANNAVOLVE"); the CANNAVOLVE shareholders listed in the CANNAVOLVE CAP TABLE, which will be provided by CANNAVOLVE before or upon the signing of this Agreement, who are all of the shareholders of CANNAVOLVE Class A and Class B common stock ( the “HOLDERS”); and INTELLIGENT BUYING, INC., a California corporation listed on the OTC Markets “Pink Sheets” (“INTB” or the "Company").
COMMON SHARE PURCHASE WARRANT SENTIENT BRANDS HOLDINGS INC.Sentient Brands Holdings Inc. • August 22nd, 2022 • Retail-computer & computer software stores • Nevada
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received and in consideration for that certain Adriatic Stock Pledge and Guaranty made by Holder in connection with the Company’s issuance to Leonite of the Leonite Notes pursuant to which Holder pledged to Leonite the Pledged Shares and guaranteed the Leonite Notes, 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 Issuance Date, to purchase from Sentient Brands Holdings Inc., a Nevada corporation (the ”Company”), 2,750,000 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 agreement, dated August 19, 2022, by and between the Company and the Holder (the “Agreement”).
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • February 14th, 2020 • Intelligent Buying, Inc. • Retail-computer & computer software stores
THIS EXECUTIVE CONSULTING AGREEMENT (this “Agreement”), entered into this 8th day of January, 2020 (the “Effective Date”), sets forth the arrangement between JAMES MANSOUR, with his principal address at 11 Sylvia Street, Newburgh, New York 12550 (hereinafter referred to as “Executive Consultant”), and INTELLIGENT BUYING, INC., a California corporation, with its principal place of business at 400 Seventh Avenue, Brooklyn, New York 11215 (hereinafter referred to as “Company”, and collectively with the Executive Consultant, the “Parties”, or individually, the “Party”), with respect to compensation to which Executive Consultant may become entitled under the terms and conditions set forth in this Agreement.
