REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2018 • Sears Oil & Gas • Crude petroleum & natural gas • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 24, 2018, by and between SEARS OIL AND GAS CORPORATION, a Nevada corporation (the "Company"), and AUCTUS FUND, LLC, a Delaware 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 securities 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 SEARS OIL AND GAS CORPORATIONSecurity Agreement • September 28th, 2018 • Sears Oil & Gas • Crude petroleum & natural gas • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $300,000.00 senior secured convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware 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 Sears Oil and Gas Corporation, a Nevada corporation (the “Company”), up to 42,857 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) 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 securities purchase agreement dated September 24, 2018, by a
SECURITY AGREEMENTSecurity Agreement • September 28th, 2018 • Sears Oil & Gas • Crude petroleum & natural gas • Nevada
THIS SECURITY AGREEMENT (this "Agreement"), is entered into as of September 24, 2018, by and between Sears Oil And Gas Corporation, a Nevada corporation (the "Borrower"), and Auctus Fund, LLC, a Delaware limited liability company (the "Secured Party" or "Secured Parties"). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the "Securities Purchase Agreement").
Tequila Alebrijes Brand Management AgreementBrand Management Agreement • November 1st, 2018 • Sears Oil & Gas • Crude petroleum & natural gas • Utah
This TEQUILA ALEBRIJES BRAND MANAGEMENT (“Agreement”) for the Brand Tequila Alebrijes (“Brand”) dated October 29, 2018 is by and between Spirits Time International, Inc., a Nevada corporation, (“Owner”), and CapCity Beverage LLC, a Maryland limited liability company, (“CCB”) (jointly referred to as the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 17th, 2018 • Sears Oil & Gas • Crude petroleum & natural gas • Utah
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the close of business September 13, 2018 (the “Effective Date”), by and between Sears Oil and Gas Corporation, a Nevada corporation (“Buyer”), and Human Brands International, Inc., a Nevada corporation (“Seller”). Seller and Buyer are sometimes jointly referred to hereafter as the “Parties”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 20th, 2023 • Spirits Time International, Inc. • Crude petroleum & natural gas • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) entered into as of April 14, 2023, by and among Spirits Time International, Inc., a Nevada corporation (“SRSG” or the “Company”), Spirits Time Merger, Incorporated (STM, Inc.), a Delaware corporation and a wholly-owned subsidiary of SRSG (“Merger Sub”), and BioSculpture Technology, Inc., a Delaware corporation (“BioSculpture”). SRSG, Merger Sub and BioSculpture are referred to herein collectively as the “Parties”, and each individually as a “Party”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2018 • Sears Oil & Gas • Crude petroleum & natural gas • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2018, by and between SEARS OIL AND GAS CORPORATION, a Nevada corporation, with headquarters located at 1661 Lakeview Circle, Ogden, UT 84403 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
FIRST AMENDMENTNote Amendment • April 22nd, 2024 • Spirits Time International, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT to the Note (as defined below) (the “Amendment”) is entered into on April 12, 2024 (the “Effective Date”), by and between Spirits Time International, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (each the Company and the Holder a “Party” and collectively the “Parties”).
