SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Kansas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2018, by and between US HIGHLAND, INC., an Oklahoma corporation, with headquarters located at 3500 Lennox Road, Suite 1500, Atlanta, GA 30309 (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company, with its address at 8900 State Line Rd., Suite 410, Leawood, KS 66206 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2016 • US Highland, Inc. • Motorcycles, bicycles & parts • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 11, 2016, by and between US HIGHLAND, Inc., a Oklahoma corporation, with headquarters located at 5390 Royal Lane, Suite E211, Dallas TX 75230 (the "Company"), and ADAR BAYS, LLC, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the "Buyer").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2022 • Cruzani, Inc. • Motorcycles, bicycles & parts • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 15, 2022, by and between Cruzani Inc., a Wyoming corporation, with its address at 99 Wall Street, Suite 744, New York, New York 10005 (the “Company”), and TRILLIUM PARTNERS L.P., a Delaware limited partnership, with its address at Executive Pavilion, 90 Grove Street, Ridgefield CT 06877 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Kansas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2018, by and between CRUZANI, INC., a Nevada corporation (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT US HIGHLAND, INC.Security Agreement • May 29th, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Kansas
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $50,000.00, with respect to the first tranche of $68,055.40 issuance of that certain convertible promissory note in the original principal amount of $568,054.00 on May 10, 2018 by the Company (as defined below) to the Holder (as defined below)) (the “Note”), L2 Capital, LLC, a Kansas limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from US Highland, Inc., an Oklahoma corporation (the ”Company”), up to 7,638,092 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) (with the understanding that the Holder shall onl
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 6th, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Kansas
This equity purchase agreement is entered into as of July 23, 2018 (this “Agreement”), by and between Cruzani, Inc., a Nevada corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company (the “Investor”).
CONSULTING AGREEMENTConsulting Agreement • January 26th, 2012 • US Highland, Inc. • Motorcycles, bicycles & parts • Nevada
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER among Cruzani, Inc. and Bowmo Merger Sub, Inc. and Bowmo, Inc.Merger Agreement • May 10th, 2022 • Cruzani, Inc. • Motorcycles, bicycles & parts • Delaware
This Agreement and Plan of Merger (this "Agreement"), dated May 4, 2022 (“Effective Date”), is entered into among Cruzani, Inc., a Wyoming corporation ("Parent"), Bowmo Merger Sub, Inc., a Delaware corporation ("Merger Sub"), Bowmo, Inc., a Delaware corporation ("Target"), and Michael E. Lakshin on behalf of the shareholders of Target (as specifically set forth on Exhibit A attached hereto, collectively, "Target Shareholders").
AMENDED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2012 • US Highland, Inc. • Motorcycles, bicycles & parts • Oklahoma
This AMENDED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2012 is made and entered into by and between US Highland, Inc., an Oklahoma corporation (the “Company”), with its principal executive offices located at 17424 South Union Avenue, Mounds, OK, 74047, and Grupo Vargas SA. (the “Purchaser”).
STOCK PURCHASE AGREEMENT BY AND BETWEEN US HIGHLAND, INC., AS BUYER AND DEVICE CORP., AS SELLER DATED EFFECTIVE AS OF March 8, 2018Stock Purchase Agreement • March 14th, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 8th, 2018, to be effective as of the Effective Date, by and among TruFood Provisions Co., a Delaware corporation (the “Company”), Device Corp, a Delaware corporation (“Seller”), and US Highland, Inc., an Oklahoma corporation (“Buyer”). The Company, Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2012 • US Highland, Inc. • Motorcycles, bicycles & parts
This Employment Agreement (the “Agreement”) is dated effective June 15, 2011 (the “Effective Date”), between US Highland Inc., an Oklahoma corporation, (the “Company”), and Greg Campbell, an individual (the “Employee”).
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASESettlement Agreement • October 15th, 2012 • US Highland, Inc. • Motorcycles, bicycles & parts
This Settlement Agreement and General Mutual Release ("Agreement") is made and entered into as of July 2, 2012 by and between, on the one hand, US Highland, Inc., an Oklahoma corporation ("USHL") and, on the other hand, _____________________ ("Holder"). USHL and Holder are sometimes referred to herein as "Party" or "Parties".
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 1st, 2022 • Cruzani, Inc. • Motorcycles, bicycles & parts • Wyoming
PLAN AND AGREEMENT OF MERGERMerger Agreement • March 27th, 2024 • Bowmo, Inc. • Services-computer programming services • Delaware
PLAN AND AGREEMENT OF MERGER, dated as of March 22, 2024 (the “Agreement”), among bowmo, Inc., a Wyoming corporation (“Parent”), bowmo Merger Sub, Inc., a Delaware corporation wholly owned by Parent (“Merger Sub”), and OWNverse, LLC, a Delaware limited liability company (“Target”) (Merger Sub and Target being hereinafter collectively referred to as the “Constituent Companies”).
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made this 21st day of December, 2009, by and between Harcom Production, Inc., an Oklahoma corporation ("Seller"), and Shane Harwell ("Buyer"). RECITALS: WHEREAS, Harcom Productions, Inc.,...Asset Purchase Agreement • January 7th, 2010 • Harcom Productions, Inc. • Services-miscellaneous business services • Oklahoma
JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of US...Joint Filing Agreement • March 15th, 2010 • US Highland, Inc. • Services-miscellaneous business services
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of US Highland, Inc., an Oklahoma corporation, and any further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to the Statement on Schedule 13D.
FORM OF DEBT CONVERSION AGREEMENTDebt Conversion Agreement • October 9th, 2015 • US Highland, Inc. • Motorcycles, bicycles & parts • Texas
THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is entered into as of September 30, 2015, by and between US Highland, Inc., an Oklahoma corporation (the “Company”) and the lender on the signature page hereto (the “Lender”). The Company and Lender may be referred to herein individually as a “Party” and collectively as the “Parties.”
SEPARATION & SETTLEMENT AGREEMENTSeparation & Settlement Agreement • April 22nd, 2016 • US Highland, Inc. • Motorcycles, bicycles & parts • Oklahoma
THIS SEPARATION & SETTLEMENT AGREEMENT (hereinafter referred to as "Agreement") is made effective as of April 4, 2016, by and between US Highland, Inc., an Oklahoma corporation (hereinafter referred to as the "Company"), Josh W. Whitaker (herein after referred to as the "Executive"), and Highlon Distribution, Inc., an Oklahoma corporation wholly-owned and operated by Executive ("Highlon").
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2012 • US Highland, Inc. • Motorcycles, bicycles & parts
This Employment Agreement (the “Agreement”) is dated effective October 14, 2011 (the “Effective Date”), between US Highland, Inc., an Oklahoma corporation, (the “Company”), and John R. Fitzpatrick, III, an individual (the “Employee”).
AGREEMENTIp Assignment Agreement • May 14th, 2010 • US Highland, Inc. • Services-miscellaneous business services • Idaho
THIS IP ASSIGNMENT AGREEMENT ("Agreement") is by and between the Parties below. The effective date of this Agreement is March 31, 2010 ("Effective Date").
Employment Agreement EMPLOYMENTEMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2022 • Bowmo, Inc. • Motorcycles, bicycles & parts • Wyoming
This EMPLOYMENTEMPLOYMENT AGREEMENT (“Agreement”) is executed this [__16th__] day of December 2022 (the “Effective Date”), by and between bowmo, Inc. (the “Company”) and Michael R. Neece (“ Employee”).
JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of US...Joint Filing Agreement • March 15th, 2010 • US Highland, Inc. • Services-miscellaneous business services
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of US Highland, Inc., an Oklahoma corporation, and any further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to the Statement on Schedule 13D.
CONSIGNMENT AGREEMENTConsignment Agreement • September 29th, 2015 • US Highland, Inc. • Motorcycles, bicycles & parts • Nevada
THIS CONSIGNMENT AGREEMENT (“Agreement”) is made this September 28, 2015 by and between Consignor: Rhino Workwear USA, Ltd., with a business address at 123 W. Nye Lane, Suite 129, Carson City, Nevada, 89076, (hereinafter referred to as “RWUS”) and Consignee: USH DISTRIBUTION, Corp., a Nevada corporation with a business address at 5930 Royal Lane, Suite E211, Dallas, Texas, 75230 and with offices/warehouse at 720 Aviator Drive, Ft. Worth, Texas 76179 (hereinafter referred to as “USH”), RWUS and USH may be referred to as “Party or “Parties,” as applicable.
RSGA AND US HIGHLAND ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is by and between the Parties below. The effective date of this Agreement is March 31, 2010 ("Effective Date"). PARTIES US Highland, Inc. ("USH") 17424 South...Asset Purchase Agreement • May 14th, 2010 • US Highland, Inc. • Services-miscellaneous business services • Idaho
JOINT VENTURE AGREEMENTJoint Venture Agreement • September 29th, 2015 • US Highland, Inc. • Motorcycles, bicycles & parts • Nevada
This Joint Venture Agreement, dated as of September 25, 2015 (this “Agreement”), by and between USH Distribution Corp., a U.S. corporation formed in the state of Oklahoma with business address located at 5930 Royal Lane, Suite E211, Dallas, Texas, 75230 (“USH”), and M&M Sourcing Sdn Bhd., an entity formed under the laws of Malaysia with business address located at #75 Jalan USJ9/5B, Subang Jaya, Selangor 47620, Malaysia (“M&M,” and together with USH, the “Parties,” and individually a “Party”).
ASSET PURCHASE AGREEMENT by and between US HIGHLAND, INC., SUPREME SWEETS ACQUISITION CORP., SUPREME SWEETS INC. AND 2498411 ONTARIO INC. Dated as of June 30, 2018Asset Purchase Agreement • July 11th, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2018 (“Effective Date”), by and among Supreme Sweets Inc. (“Old Supreme Sweets”), a corporation organized under the laws of Ontario, Canada and 2498411 Ontario Inc. (“249 Ontario”), a corporation organized under the laws of Ontario, Canada (collectively, the “Seller”, except that wherever the context dictates, “Seller” may refer to either or both of Old Supreme Sweets and/or 249 Ontario), and US Highland, Inc., a Nevada corporation and Supreme Sweets Acquisition Corp., a corporation organized under the laws of Ontario, Canada (collectively, “Buyer”).
ASSET PURCHASE AGREEMENT by and among BOWMO, INC. and INTERVIEW MASTERY BY AND THROUGH MICHAEL R. NEECE AND CASERIDUS, INC. dated as of December 16, 2022 CONTENTSAsset Purchase Agreement • December 20th, 2022 • Bowmo, Inc. • Motorcycles, bicycles & parts • Wyoming
PLAN AND AGREEMENT OF MERGERMerger Agreement • December 20th, 2024 • Bowmo, Inc. • Services-computer programming services • Delaware
PLAN AND AGREEMENT OF MERGER, dated as of December 31, 2024 (the “Agreement”), by and amongst bowmo, Inc., a Wyoming corporation (“Parent”), bowmo Merger Sub, Inc., a Delaware corporation wholly owned by Parent (“Merger Sub”), OWNverse, LLC, a Delaware limited liability company, and Digital Tails Group, a Serbian Company (“Targets”) (Merger Sub and Targets being hereinafter collectively referred to as the “Constituent Companies”).
PLAN OF CONVERSIONPlan of Conversion • December 27th, 2006 • Harcom Productions, Inc.
This Plan of Conversion, is entered into on this, the 2nd day of October, 2006, by and between by and between any and all Members of HARCOM PRODUCTIONS, LLC, as to the plan set forth below:
AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (herein, together with all Exhibits, "Agreement") is entered in to as of January 22, 2010 by and between US Highland, Inc., an Oklahoma corporation ("US Highland") and...Merger Agreement • June 22nd, 2010 • US Highland, Inc. • Motorcycles, bicycles & parts • Oklahoma
AGREEMENTStock Purchase Agreement • June 18th, 2010 • US Highland, Inc. • Services-miscellaneous business services • Oklahoma
JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of US...Joint Filing Agreement • March 15th, 2010 • US Highland, Inc. • Services-miscellaneous business services
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the Joint Filing on behalf of each of them of a Schedule 13D with respect to the Common Stock of US Highland, Inc., an Oklahoma corporation, and any further amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit to the Statement on Schedule 13D.
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") made and entered into as of January 22, 2010 of the by and between US Highland, Inc., an Oklahoma corporation ("US Highland") and Harcom Productions, Inc., an Oklahoma...Merger Agreement • June 22nd, 2010 • US Highland, Inc. • Motorcycles, bicycles & parts
ATK OF OKLAHOMA AND US HIGHLAND ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is by and between the Parties below. The Effective Date of this Agreement is March 31, 2010 ("Effective Date"). PARTIES US Highland, Inc. ("USH")...Asset Purchase Agreement • May 14th, 2010 • US Highland, Inc. • Services-miscellaneous business services • Idaho
THIS ASSET PURCHASE AGREEMENT ("Agreement") is by and between the Parties below. The Effective Date of this Agreement is March 31, 2010 ("Effective Date").
STOCK PURCHASE AGREEMENT by and among CRUZANI, INC. as Buyer, 2603088 ONTARIO INC., O/A RECIPE FOOD CO. as Seller AND SANDREA GIBSON as Principal Dated as of September 27, 2018Stock Purchase Agreement • October 3rd, 2018 • US Highland, Inc. • Motorcycles, bicycles & parts • Ontario
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into on September 27, 2018, by and among 2603088 Ontario Inc. o/a Recipe Food Co.., a corporation organized under the laws of the Province of Ontario, Canada (the “Seller”), Sandrea Gibson, an individual resident of the Province of Ontario, Canada, (the “Principal”), and Cruzani, Inc., a Nevada corporation (“Buyer”). Each of the Company, the Seller and the Buyer may be referred to herein as a “Party” and collectively as the “Parties”.
