SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2020 • Surge Holdings, Inc. • Services-advertising • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2020, by and between SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, TN 38133 (the “Company”), and ____________________________, with its address at __________________________________ (the “Buyer”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • January 22nd, 2024 • SurgePays, Inc. • Telephone communications (no radiotelephone) • New York
The undersigned, SurgePays, Inc, a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of SurgePays, Inc (the “Company”), hereby confirms its agreement (this “Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT SURGEPAYS, INC.SurgePays, Inc. • March 16th, 2021 • Services-advertising • Nevada
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of March 8, 2021 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
15% OID CONVERTIBLE PROMISSORY NOTE DUE MARCH 8, 2022SurgePays, Inc. • March 16th, 2021 • Services-advertising • Nevada
THIS 15% OID CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 15% OID Convertible Promissory Notes of SurgePays, Inc., a Nevada corporation (the “Company”), having its principal place of business at 3124 Brother Boulevard, Suite 410, Bartlett, TN 38133, designated as its 15% OID Convertible Promissory Notes due March 8, 2022 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2021 • SurgePays, Inc. • Services-advertising • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2021, between SurgePays, Inc., 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”).
ContractSurgePays, Inc. • November 5th, 2021 • Services-advertising
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF MAXIM GROUP LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SURGEPAYS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of November 4, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 5th, 2021 • SurgePays, Inc. • Services-advertising • New York
WARRANT AGENCY AGREEMENT, dated as of November 4, 2021 (“Agreement”), between SurgePays, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a corporation organized under the laws of California (the “Warrant Agent”).
SURGEPAYS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 23rd, 2022 • SurgePays, Inc. • Services-advertising • Nevada
This Director and Officer Indemnification Agreement, dated as of December 19, 2022 (the “Agreement”), is made by and between SurgePays, Inc., a Nevada corporation (the “Company”), and [ ], (the “Indemnitee”).
COMMON STOCK PURCHASE WARRANT SURGE HOLDINGS, INC.Surge Holdings, Inc. • October 15th, 2019 • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BUYER, a Delaware limited liability company, or its registered assigns (the “Holder”), 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 on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, Tennessee 38133 (the “Company”), up to 125,000 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).
SURGEPAYS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2021 • SurgePays, Inc. • Services-advertising • New York
ContractSurge Holdings, Inc. • August 14th, 2020 • Services-advertising • California
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BBOOTH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2019 • Surge Holdings, Inc. • Services-advertising • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2019 (the “Effective Date”), by SURGE HOLDINGS, INC., a Nevada corporation, with headquarters located at 3124 Brother Blvd, Suite 104, Bartlett, Tennessee 38133 (the “Company”), and each buyer identified on the signature pages hereto (each, including it successors and assigns, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2020 • Surge Holdings, Inc. • Services-advertising • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2020, is entered into by and between Surge Holdings, Inc., a Nevada corporation, (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Buyer”).
DIRECTOR AGREEMENTDirector Agreement • December 23rd, 2022 • SurgePays, Inc. • Services-advertising • Nevada
This DIRECTOR AGREEMENT is made as of December 19, 2022 (the “Agreement”), by and between SurgePays, Inc., a Nevada corporation (the “Company”), and Laurie Weisberg, an individual with an address of [ ] (the “Director”).
SUBSCRIBER'S SEED CAPITAL SHARE PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Between: MAR KED MINERAL EXPLORATION, INC. And: {NAME OF SUBSCRIBER} Mar Ked Mineral Exploration, Inc. Suite 1602, 555 Jervis Street, Vancouver, British Columbia, Canada, V6E 4N1Mar Ked Mineral Exploration, Inc. • March 14th, 2007 • Nevada
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.
LOAN AGREEMENTLoan Agreement • August 11th, 2022 • SurgePays, Inc. • Services-advertising • California
LOAN AGREEMENT, dated as of April 8, 2022, between surgepays, inc., a Nevada corporation, (referred to herein as the “Borrower”), and the Lender.
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2022 • SurgePays, Inc. • Services-advertising • New York
This Employment Agreement (the “Agreement”) is made and entered into as of August 8, 2022, by and between SurgePays, Inc., a corporation incorporated under the laws of the State of Nevada with a principal place of business at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the “Company”), and Anthony Evers, an individual residing at 1375 E. Woodfield Road, Suite 410, Schaumburg, IL 60173 (“Executive”).
SURGE HOLDINGS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2020 • Surge Holdings, Inc. • Services-advertising • Tennessee
This Employment Agreement (the “Agreement”), effective as of March 1, 2020 (the “Effective Date”), is made by and between Surge Holdings, Inc. (the “Company”), and Anthony George Evers (the” Executive”) (collectively referred to herein as the “Parties”).
OFFICE LEASE BETWEEN Woodfield Financial Center LLC, Landlord and SURGE HOLDINGS INC, Tenant Suites 410Office Lease Agreement • February 16th, 2021 • SurgePays, Inc. • Services-advertising
This Office Lease Agreement (this “Lease”) is made as of this 20th day of May, 2020, between Woodfield Financial Center, LLC, (“Landlord”) and SURGE HOLDINGS INC (“Tenant”).
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • January 25th, 2021 • SurgePays, Inc. • Services-advertising • Nevada
This Mutual Release and Resolution Agreement (“Agreement”) is entered into and effective as of the date the last party hereto executes this Agreement (the “Effective Date”), by and among Stanley Hills, LLC, a Nevada limited liability company (“Stanley”), together with AltCorp Trading, LLC, a Costa Rica limited liability company (“AltCorp”) and Surge Holdings, Inc., a Nevada corporation n/k/a SurgePays, Inc. (“Surge”), with Stanley and AltCorp each referred to herein as a “Plaintiff” and collectively as the “Plaintiffs,” and each above-identified entity referenced herein individually as a “Party” and collectively as the “Parties,” with respect to the litigation styled as AltCorp Trading, LLC, et al. v. Surge Holdings, Inc., Case No. A-20-823039-B (the “Action”), pending in Department 13 of the Eighth Judicial District Court for Clark County, Nevada (the “Court”). This Agreement is made pursuant to that certain Interim Agreement entered between and among the Parties on December 4, 2020 (
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 16th, 2021 • SurgePays, Inc. • Services-advertising • Nevada
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2021, is entered into SURGEPAYS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the “Seller”), and SURGE LOGICS, INC., a Nevada corporation located at 3124 Brother Blvd., Suite 104, Bartlett, TN 38133 (the “Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2019 • Surge Holdings, Inc. • Services-advertising • Nevada
This Asset Purchase Agreement (this “Agreement”), dated as of September 27, 2019, is entered into by and between GBT TECHNOLOGIES INC., a Nevada corporation (“Seller”), whose principal address is 2500 Broadway, Suite F-125, Santa Monica, CA 90404, and Surge Holdings, Inc., a Nevada corporation (“Buyer”), whose principal address is 3124 Brother Blvd, Suite 104, Bartlett, TN 38133.
EXCHANGE AND ASSIGNMENT AGREEMENTExchange and Assignment Agreement • June 29th, 2020 • Surge Holdings, Inc. • Services-advertising • New York
THIS EXCHANGE AND ASSIGNMENT AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (“AltCorp”), Glen Eagles Acquisition LP (the “Investor”) and consented and agreed to by the parent company of AltCorp, GBT Technologies, Inc. (“GBT”). In addition to the terms defined elsewhere in this Agreement, certain terms used herein have the meanings set forth in Section 6 hereof.
EXHIBIT “A-6” Attached to and made a part of that certain Asset Purchase and Sale Agreement dated October __, 2011, between Shoreline Southeast LLC and Shoreline Offshore LLC, as Seller, and North American Energy Resources Inc., as Buyer. CLAIMS...North American Energy Resources, Inc. • January 31st, 2012 • Miscellaneous metal ores
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 12th, 2019 • Surge Holdings, Inc. • Services-advertising • Nevada
This Asset Purchase Agreement (this “Agreement”) is entered into as of December 31, 2018 by and among Surge Cryptocurrency Mining, Inc., a Nevada corporation (“Seller”) and DataWolf Technology Centers, LLC, a Wyoming limited liability company (“Buyer”), in recognition of the following facts:
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • February 16th, 2021 • SurgePays, Inc. • Services-advertising • Tennessee
This Commercial Lease Agreement (“Agreement”) is entered into this 10th day of July 2019 by and between CardDawg Investments, LLC, a Tennessee limited liability company with a mailing address at 3124 Brother Boulevard, Suite 104, Bartlett, TN 38133-3900 (“Landlord”), and Surge Holdings, Inc, a Tennessee limited liability company with its principal business address at 3124 Brother Boulevard, Suite 104, Bartlett, TN 38133 (“Tenant”). This Agreement will be a valid and legally binding contract between the parties upon approval by both Landlord and Tenant, as evidenced by their signatures below.
PAYOUT STATUS FOR EXISTING WELLS ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSET PURCHASE AND SALE AGREEMENT DATED OCTOBER ___, 2011 BY AND BETWEEN SHORELINE SOUTHEAST LLC AND SHORELINE OFFSHORE LLC, SELLER AND NORTH AMERICAN ENERGY RESOURCES INC.,...Certain Asset Purchase and Sale Agreement • January 31st, 2012 • North American Energy Resources, Inc. • Miscellaneous metal ores
EXHIBIT “E” CASTEX TRANSACTION ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSET PURCHASE AND SALE AGREEMENT DATED OCTOBER ____, 2011, BY AND BETWEEN SHORELINE SOUTHEAST LLC AND SHORELINE OFFSHORE LLC, SELLER AND NORTH AMERICAN ENERGY RESOURCES INC.,...Purchase and Sale Agreement • January 31st, 2012 • North American Energy Resources, Inc. • Miscellaneous metal ores
SETTLEMENT AGREEMENTSettlement Agreement • October 8th, 2021 • SurgePays, Inc. • Services-advertising • New York
This Settlement Agreement (this “Agreement”) is dated as of October 5, 2021, by and between SURGEPAYS, INC., a Nevada corporation (“Surge”), and CENTERCOM GLOBAL, S.A. DE C.V., an El Salvadoran company (“Centercom”), (“Surge” and “Centercom” are hereinafter collectively referred to as “Parties”).
SHARED SERVICES AGREEMENT among SurgePays, Inc. and Surge Logics, Inc.Shared Services Agreement • February 16th, 2021 • SurgePays, Inc. • Services-advertising
This SHARED SERVICES AGREEMENT (“Agreement”) is entered into as of [Date], to be effective as of [Date] (the “Effective Date”), by and among (a) SurgePays, Inc., a Nevada corporation (“SurgePays”), on behalf of itself and the other SurgePays Parties (as defined herein), and (b) Surge Logics, Inc., a Nevada corporation (“Logics”), on behalf of itself and the Logics Parties (as defined herein). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
ENCUMBRANCES AND AFFILIATE INTERESTS ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSET PURCHASE AND SALE AGREEMENT DATED OCTOBER , 2011 BY AND BETWEEN SHORELINE SOUTHEAST LLC AND SHORELINE OFFSHORE LLC, SELLER AND NORTH AMERICAN ENERGY RESOURCES INC.,...Certain Asset Purchase and Sale Agreement • January 31st, 2012 • North American Energy Resources, Inc. • Miscellaneous metal ores
B006419 U.S. Specialty Insurance Company 3/31/2012 Shoreline Southeast LLC State of Louisiana, Dept. of Natural Resources Surety Bond - P&A - SL 2383 SWD No. 1 $71,880
CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2022 • SurgePays, Inc. • Services-advertising • Nevada
THIS CONSULTING AGREEMENT (“Agreement”) made this 19th day of December, 2022 (the “Effective Date”) between SurgePays, Inc., a Nevada corporation (the “Company”) and Jay Jones, an individual (the “Consultant”).
EXCHANGE AGREEMENTExchange Agreement • July 10th, 2018 • Surge Holdings, Inc. • Services-advertising • Texas
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2018 by and between Surge Holdings, Inc. (the “Company”) and Kevin Brian Cox (“COX”). The Company and COX are hereinafter sometimes referred to individually as a “Party” or collectively as the “Parties”.
CONVERTIBLE PROMISSORY NOTESurge Holdings, Inc. • November 14th, 2019 • Services-advertising • Nevada
FOR VALUE RECEIVED, Surge Holdings, Inc., a Nevada corporation (“Borrower” or “Company”), promises to pay to GBT Technologies Inc., or their successors or assigns (“Lender”), $4,000,000 (four million dollars) and any amounts accrued hereunder on the date that is eighteen (18) months after the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein. This Convertible Promissory Note (this “Note”) is issued and made effective as of September 27, 2019 (the “Effective Date”). This Note shall not bear interest. This Note is issued as the consideration for those certain assets being bought by the Borrower from the Lender pursuant to that certain Asset Purchase Agreement dated September 27, 2019, by and between Borrower and Lender (the “APA”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
DEPOSITS, PRE-PAID EXPENSES AND REFUNDS ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSET PURCHASE AND SALE AGREEMENT DATED OCTOBER ___, 2011 BY AND BETWEEN SHORELINE SOUTHEAST LLC AND SHORELINE OFFSHORE LLC, SELLER AND NORTH AMERICAN ENERGY RESOURCES...Certain Asset Purchase and Sale Agreement • January 31st, 2012 • North American Energy Resources, Inc. • Miscellaneous metal ores
