SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2017 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2017, by and between REALBIZ MEDIA GROUP, INC., a Delaware corporation, with headquarters located at 9711 Washingtonian Boulevard, #550, Gaithersburg, MD 20850 (the “Company”), and CROSSOVER CAPITAL FUND I, LLC, a Washington limited liability company, with its address at 3820 East Mercer Way, Mercer Island, WA 98040 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2021 • Verus International, Inc. • Wholesale-groceries, general line • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 12, 2021, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #200, Gaithersburg, MD 20878 (the “Company”), and [___] with its address at [___] (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2022 • Verus International, Inc. • Wholesale-groceries, general line • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 24, 2022, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 4300 Greenbriar Drive, Stafford, TX 77477 (the “Company”), and [___] (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2020 • Verus International, Inc. • Wholesale-groceries, general line • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2020, by and between Verus International, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada 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 common stock 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”).
Verus International, Inc., CONVERTIBLE NOTEConvertible Security Agreement • February 11th, 2019 • Verus International, Inc. • Real estate agents & managers (for others) • New York
This note is a duly authorized and validly issued promissory note of Verus International, Inc., Inc., a Delaware corporation (F/K/A RealBiz Media Group, Inc.) (the “Company”), having its principal place of business at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878, designated as its convertible note (the “Note” and, collectively with the other notes issuable hereunder, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2019 • Verus International, Inc. • Real estate agents & managers (for others) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 8, 2019, is made by and between Verus International, Inc., a Delaware corporation (F/K/A RealBiz Media Group, Inc.), with offices located at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and [ ] (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2019 • Verus International, Inc. • Real estate agents & managers (for others) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2019, is by and between Verus International, Inc., a Delaware corporation with offices located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”) and [ ] (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2018 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2017, is entered into by and between REALBIZ MEDIA GROUP, INC., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 2nd, 2020 • Verus International, Inc. • Wholesale-groceries, general line • California
This common stock purchase agreement is entered into as of June 30, 2020 (this “Agreement”), by and between Verus International, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
VERUS INTERNATIONAL, INC. CONVERTIBLE NOTEConvertible Note • February 14th, 2020 • Verus International, Inc. • Wholesale-groceries, general line • Nevada
FOR VALUE RECEIVED, Verus International, Inc., a Delaware corporation with a par value of $0.000001 per common share (“Par Value”) (the “Company”), hereby promises to pay to the order of [___] or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2015 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 12th day of May, 2015 by and between RealBiz Media Group, Inc., a Delaware corporation (the “Company”), and Himmil Investments, Ltd., a British Virgin Islands company (the “Investor”).
ContractWarrant Agreement • December 3rd, 2015 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Delaware
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 SUBSCRIPTION AGREEMENT DATED AS OF ___________, 2015, 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.
ContractConvertible Security Agreement • September 21st, 2020 • Verus International, Inc. • Wholesale-groceries, general line
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
RESTATED AND AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2020 • Verus International, Inc. • Wholesale-groceries, general line • Maryland
This Restated and Amended Employment Agreement (“Agreement”) dated April 29, 2020 (the “Effective Date”), is by and between Verus International, Inc., a Delaware corporation (the “Company”), and Anshu Bhatnagar (the “Executive”). The Company and the Executive are referred to each individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENT (Senior Executive Level)Employment Agreement • June 23rd, 2015 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Florida
WHEREAS the Company is engaged in the ownership and management of real estate, television and media related services (the “Business”); and
MEMBER SERVICES AGREEMENTMember Services Agreement • July 31st, 2008 • Webdigs Inc • Real estate agents & managers (for others) • Minnesota
This Member Services Agreement (this “Agreement”) is entered into and effective as of October 22, 2007 (the “Effective Date”) by and between WEBDIGS, LLC a Minnesota limited liability company (the “Company”), and Thomas Meckey, a Minnesota resident (“Contractor”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Company’s Member Control Agreement, dated May 1, 2007 (the “Member Control Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2014 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Florida
WHEREAS the Company is engaged in the ownership and management of real estate, television and media related services (the "Business"); and
CONTRIBUTION AND SPIN-OFF AGREEMENTContribution and Spin-Off Agreement • November 3rd, 2017 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Delaware
This Contribution and Spin-off Agreement (the “Agreement”) is entered into as of October __, 2017 (the “Effective Date”) by and among RealBiz Media Group, Inc., a Delaware corporation (“RealBiz”), Anshu Bhatnagar, an individual (“Mr. Bhatnagar”), for purposes of Section 2.3 only, NestBuilder.com Corp., a Nevada corporation (“NestBuilder”), and Alex Aliksanyan, an individual (“Mr. Aliksanyan”). RealBiz, Mr. Bhatnagar, NestBuilder, and Mr. Aliksanyan shall each be referred to as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2015 • Realbiz Media Group, Inc • Real estate agents & managers (for others)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2014, between REALBIZ MEDIA GROUP, INC., a Delaware corporation (the “Company”), and Himmil Investments, Ltd., a British Virgin Islands company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2019 • Verus International, Inc. • Real estate agents & managers (for others) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2019, is made by and between Verus International, Inc., a Delaware corporation, with offices located at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and [ ] (“Buyer”).
REALBIZ MEDIA GROUP, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • December 3rd, 2015 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • California
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of Units (“Units”) of RealBiz Media Group, Inc. (the “Company”), on the terms described below, with each Unit consisting of:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • November 19th, 2015 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • New York
This Settlement Agreement and Release (the “Agreement”), dated as of November 13, 2015, is made and entered into by and between RealBiz Media Group, Inc., a Delaware corporation (the “Company”), on the one hand, and Himmil Investments, Ltd., a British Virgin Islands company (“Himmil”), on the other. Each of the foregoing entities is sometimes referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO PROMISSORY NOTEPromissory Note Amendment • October 30th, 2020 • Verus International, Inc. • Wholesale-groceries, general line
This Amendment No. 4 (this “Amendment”) to the promissory note, effective October 1, 2020, is by and between Verus International, Inc., a Delaware corporation (the “Company”) and Donald P. Monaco Insurance Trust (the “Holder”).
STOCK PURCHASE AGREEMENT by and among BIG LEAGUE FOODS, INC., JAMES WHEELER and VERUS INTERNATIONAL, INC. dated as of April 25, 2019Stock Purchase Agreement • April 26th, 2019 • Verus International, Inc. • Real estate agents & managers (for others) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 25th day of April 2019, by and among Verus International, Inc., a Delaware corporation with an address at 9841 Washingtonian Boulevard, Suite 390 Gaithersburg Maryland 20878 (the “Purchaser”), Big League Foods, Inc., a Delaware corporation with offices at 2932 Cameron Drive, Rocklin, CA 95765 (the “Company”), and James Wheeler (the “Seller”). Each of the Purchaser, the Seller and the Company are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
CONTRIBUTION AND SALE AGREEMENT BY AND AMONG THE MEMBERS OF SOUTH ENTERPRISE, LLC, SOUTH ENTERPRISE, LLC, THE EQUITYHOLDERS OF NUTRIBRANDS, LTDA., NUTRIBRANDS, LTDA., NUTRIBRANDS HOLDINGS, LLC, AND RODRIGO NOGUEIRA DATED AS OF OCTOBER, 30 2019Contribution and Sale Agreement • November 4th, 2019 • Verus International, Inc. • Wholesale-groceries, general line • Delaware
This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of October 30, 2019, is made by and among (i) South Enterprise, LLC, a limited liability company (“South Enterprise”), (ii) the members of South Enterprise listed on the signature pages hereto (each, an “SE Member” and, collectively, the “SE Members”), (iii) Nutribrands, LTDA, a limited company, is ruled by the Brazilian Law (“Nutribrands” and, collectively, with South Enterprise the “Companies” and, each, a “Company”), (iv) the equity holders of Nutribrands listed on the signature pages hereto (each, an “NB Equity Holder” and, collectively, the “NB Equity Holders” and, collectively, with the SE Members, the “SELLERs” and, each, a “SELLER”), (v) Nutribrands Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Verus International, Inc., (“Holdings”), (vi) Verus International, Inc., a Delaware corporation (“BUYER”), and (vii) Rodrigo Nogueira, solely in his/ capacity as the SELLER’s representa
SUBLEASESublease • March 26th, 2018 • Realbiz Media Group, Inc • Real estate agents & managers (for others)
THIS SUBLEASE (this “Sublease”) is made and entered into as of the 11th day of April 2017, by and between Buchanan Partners, LLC, a State of Maryland limited liability company (the “Sublandlord”) and REALBIZ MEDIA GROUP, a Delaware corporation (the “Subtenant”).
AMENDMENT NO 2. TO PROMISSORY NOTEPromissory Note • February 12th, 2019 • Verus International, Inc. • Real estate agents & managers (for others)
This Amendment No. 2 (this “Amendment”) to the promissory note dated February 8, 2019 is by and between Verus International, Inc., a Delaware corporation (the “Company”) and Donald P. Monaco Insurance Trust (the “Holder”).
AMENDMENT TO PROMISSORY NOTEPromissory Note Amendment • February 12th, 2019 • Verus International, Inc. • Real estate agents & managers (for others)
This Amendment (this “Amendment”) to the promissory note dated January 26, 2019 is by and between Verus International, Inc., a Delaware corporation (the “Company”) and Donald P. Monaco Insurance Trust (the “Holder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 20th, 2008 • Webdigs Inc • Minnesota
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is entered into as of October 24, 2007, by and among Select Video, Inc., a Delaware corporation having its principal place of business at 170 Ferndale Road S., Wayzata, Minnesota 55391 (“Select Video”), Select Video Acquisition Co., LLC, a Minnesota limited liability company having its principal place of business at 170 Ferndale Road S., Wayzata, Minnesota 55391 (“Acquisition Co.”), and Webdigs, LLC, a Minnesota limited liability company having its principal place of business at 3433 Broadway Street NE, Suite 501, Minneapolis, Minnesota 55413 (the “Company”).
LETTER AGREEMENTLetter Agreement • July 24th, 2020 • Verus International, Inc. • Wholesale-groceries, general line • Delaware
This letter agreement (the “Agreement”) is made as of the Effective Date indicated above the signature lines below, between [*] (“Accredited Investor”) and Verus International Inc. (“Verus”) and Big League Foods Inc. (“BLF”).
REALBIZ MEDIA GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2017 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Delaware
This Employment Agreement (“Agreement”) is entered into as of this 14th day of August 2017 by and between Realbiz Media Group, Inc., a Delaware corporation with a principal place of business in Gaithersburg, MD (the “Company”), and Mark W. Lindsey, an individual (the “Executive”).
ContractRetail License Agreement • August 25th, 2020 • Verus International, Inc. • Wholesale-groceries, general line • New York
[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
ContractSecurities Agreement • February 12th, 2018 • Realbiz Media Group, Inc • Real estate agents & managers (for others) • Maryland
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF WEBDIGS, INC. EXERCISABLE ON OR BEFORE, AND VOID AFTERWarrant Agreement • February 13th, 2009 • Webdigs Inc • Real estate agents & managers (for others)
This Certifies That Lantern Advisers, LLC (the “Holder”), or registered assigns, is entitled to subscribe for and purchase from Webdigs, Inc., a Delaware corporation (the “Company”), at any time after December 12, 2008, through December 12, 2011, 200,000 shares of the Company’s common stock at an exercise price of $0.30 per share, subject to adjustment as provided herein (as adjusted, the “Exercise Price”).
MEMBERSHIP UNIT PURCHASE AGREEMENTMembership Unit Purchase Agreement • June 20th, 2008 • Webdigs Inc • Minnesota
This MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) between WebDigs, LLC, a Minnesota limited liability company (the “Buyer”), and Casey Murray, a Minnesota resident, (the “Seller”), shall be effective as of July 15, 2007 (the “Effective Date”). The Buyer and the Seller are referred to individually as a “Party” and collectively as the “Parties.”
