REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
SUBORDINATED CONVERTIBLE PROMISSORY NOTE DUE _____________, 2024Convertible Security Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks • New York
THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Americrew Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 21 Omaha Street, Dumont, NJ 07628, designated as its Convertible Promissory Note due ____________, 2024 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks • New York
This SECURITY AGREEMENT, dated as of __________, 2021 (this “Agreement”), is by and among PhoneBrasil International, Inc., a New Jersey corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto or that become party hereto following the date hereof (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”), the Secured Parties (as defined below) and Westpark Capital Inc., as agent for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
COMMON STOCK PURCHASE WARRANT PHONEBRASIL INTERNATIONAL, INC.Common Stock Purchase Warrant • October 12th, 2021 • PhoneBrasil International Inc • Blank checks
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 _________, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on ____________, 2026 (the “Termination Date) but not thereafter, to subscribe for and purchase from PhoneBrasil International, Inc., a New Jersey 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 12th, 2021 • PhoneBrasil International Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of ____________, 2021, by and among PhoneBrasil International, Inc., a New Jersey corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
GUARANTY AGREEMENTGuaranty Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of _____________, 2022 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the Purchasers from time to time party to the Purchase Agreement (as defined below) (together with their respective successors and assigns, including, any future holder of the 2022 Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of _____________, 2022, by and among Americrew Inc., a Delaware corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 18th, 2023 • AmeriCrew Inc. • Blank checks
THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of May 18, 2023 (the “Effective Date”), is between (a) THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), (b) AMERICREW, INC., a Delaware Corporation and MIKAB CORPORATION, a New Jersey Corporation, (collectively “Debtors”), and (c) each Person identified as a Guarantor on the signature page hereto.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 12th, 2021 • PhoneBrasil International Inc • Blank checks
This Share Exchange Agreement (the “Agreement”), dated as of the 12th day of August, 2021, by and between PhoneBrasil International Inc., a New Jersey corporation (“PhoneBrasil”), Mikab Corporation (“Mikab”); the shareholders of Mikab who execute this Agreement (collectively, the “Shareholders”) and DR Shell LLC (“DR”) solely for the purposes of Sections 9.02, 9.03 and 9.04:
Master Services AgreementMaster Services Agreement • February 2nd, 2022 • AmeriCrew Inc. • Blank checks • Delaware
This Master Services Agreement (the “Agreement”), is made this 1st day of April, 2021 by and between Novation Enterprises, LLC, (“Novation”) and AmeriCrew Holdings LLC. (“AmeriCrew”) in connection with the Services (as defined below) to be provided by Novation.
CLASS B COMMON STOCK PURCHASE WARRANT AMERICREW INC.Class B Common Stock Purchase Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or his 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 ____________, 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on ____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmeriCrew Inc., a Delware 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).
DR Shell LLC December 9, 2020Stock Purchase Agreement • March 16th, 2021 • PhoneBrasil Internetional Inc • Blank checks
Reference is made to the Stock Purchase Agreement by and among Custodian Ventures, LLC, David Lazar and DR Shell, LLC dated December 7, 2020 (the “Agreement”). For good and valuable consideration, receipt of which is acknowledged, we agree that the purchase price of $245,000 shall be allocated by valuing the Common Stock at $180,000 and the Series A Preferred Stock at $65,000. In all other respects, the Agreement is ratified and confirmed.
FIRST AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • February 2nd, 2022 • AmeriCrew Inc. • Blank checks
This First Amendment (“Amendment”) is made as of November 15, 2021 between the Americrew Inc. formerly known as PhoneBrasil International, Inc. (“AmeriCrew”) and Novation Enterprises, LLC (“Novation”). This Amendment shall be effective as of October 3, 2021 (the “Effective Date”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2021 • PhoneBrasil Internetional Inc • Blank checks • New Jersey
THIS STOCK PURCHASE AGREEMENT, effective as of the 7th day of December, 2020 (the “Effective Date”) by and between Custodian Ventures LLC, a Wyoming limited liability company (“Seller”), David Lazar, solely for the purposes of Articles II, V and VI and DR Shell LLC, a Delaware limited liability company (“Buyer”).
LIMITED RECOURSE GUARANTYLimited Recourse Guaranty • July 18th, 2023 • AmeriCrew Inc. • Blank checks
FOR VALUE RECEIVED and in consideration of the Loan and Security Agreement granted to AMERICREW, INC., a Delaware Corporation and MIKAB CORPORATION, a New Jersey Corporation (“Debtors” or “Seller”), by THERMO COMMUNICATIONS FUNDING LLC, a Delaware limited liability company (“Lender” or “Buyer”), Brian Weis, an individual residing in the State of New Jersey (the “Guarantor”) hereby enters into this LIMITED RECOURSE GUARANTY (“Guaranty”) and hereby unconditionally guarantees the full and prompt payment of all of the indebtedness, liabilities, and obligations of every kind and nature of Debtor to Lender (the “Guaranteed Obligations”), including without limitation the Indebtedness evidenced by that certain LOAN AND SECURITY AGREEMENT and PROMISSORY NOTE between Lender/Buyer, Debtor/Seller, and Guarantor dated as of even date herewith, as it may be amended, restated, supplemented, and/or renewed from time to time, (the “Loan Agreement”), upon the occurrence of an Event of Default, or when d
May 27, 2021Amendment to Letter of Intent • June 4th, 2021 • PhoneBrasil Internetional Inc • Blank checks
PROMISSORY NOTEPromissory Note • July 18th, 2023 • AmeriCrew Inc. • Blank checks • Louisiana
FOR VALUE RECEIVED, AMERICREW, INC., a Delaware Corporation and MIKAB CORPORATION, a New Jersey Corporation, (may hereinafter be referred to individually as a “Borrower” and all may hereinafter be referred to collectively as the “Borrowers”), unconditionally promise to pay to the order of THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), without setoff, the principal amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate (the “Rate”), and in accordance with the payment schedule indicated below. This PROMISSORY NOTE (this “Note”) is executed pursuant to and evidences a Loan funded and to be funded by Lender under that certain TERM LOAN AND SECURITY AGREEMENT dated as of even date herewith (the “Effective Date”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ___ day of _________, 2022 by and among Americrew Inc., a Delaware corporation (the “Company”), and the purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CLASS A COMMON STOCK PURCHASE WARRANT AMERICREW INC.Class a Common Stock Purchase Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or his 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 ____________, 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on ____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmeriCrew Inc., a Delware 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).
