COMMON STOCK PURCHASE WARRANT AUTO PARTS 4LESS GROUP, INC.Common Stock Purchase Warrant • September 2nd, 2022 • Auto Parts 4Less Group, Inc. • Services-business services, nec • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auto Parts 4Less Group, Inc., a company incorporated under the laws of the State of Nevada (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered hol
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2021 • 4Less Group, Inc. • Services-business services, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 12, 2021, by and between THE 4LESS GROUP, INC., a Nevada corporation, with headquarters located at 106 W. Mayflower, Las Vegas, NV 89030 (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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AUTO PARTS 4LESS GROUP, INC.Pre-Funded Common Stock Purchase Warrant • February 20th, 2024 • Auto Parts 4Less Group, Inc. • Services-business services, nec • Nevada
THIS PRE-FUNDED 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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from AUTO PARTS 4LESS GROUP, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) 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).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT AUTO PARTS 4LESS GROUP, INC.Common Stock Purchase Warrant • September 2nd, 2022 • Auto Parts 4Less Group, Inc. • Services-business services, nec • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auto Parts 4Less Group, Inc., a Nevada 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). This Warrant shall be issued pursuant to that certain Underwriting Agreement, dated as of ____, 2022, by and between the Company and Maxim Group LLC, as representative of the several Underwriters named in Schedule A thereto (the “Underwriting Agreem
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2020 • 4Less Group, Inc. • Services-business services, nec • California
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February 4, 2020 (the “Execution Date”), is entered into by and between The 4 Less Group, Inc., a Nevada corporation with its mailing address at 4580 N. Rancho Dr. #130, Las Vegas, NV 89130 (the “Company”), and GC Investments I, LLC, a California limited liability company, with offices at 18201 Von Karman Ave., Suite 300, Irvine, CA 92612 (the “Investor”).
AUTO PARTS 4LESS GROUP, INC. and CLEARTRUST, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2022Warrant Agency Agreement • September 2nd, 2022 • Auto Parts 4Less Group, Inc. • Services-business services, nec • California
WARRANT AGENCY AGREEMENT, dated as of [ ], 2022 (“Agreement”), between Auto Parts 4Less Group, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and ClearTrust, LLC, a limited liability company organized under the laws of Florida (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT (FIRST WARRANT) THE 4LESS GROUP, INC.Security Agreement • November 22nd, 2021 • 4Less Group, Inc. • Services-business services, nec • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $2,400,000.00 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 THE 4LESS GROUP, INC., a Nevada corporation (the “Company”), 900,000 shares of Common Stock (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 November 12, 2021, by and among the Com
UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2022 • Auto Parts 4Less Group, Inc. • Services-business services, nec • New York
The undersigned, Auto Parts 4Less Group, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Auto Parts 4Less Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Broker-Dealer AgreementBroker-Dealer Agreement • October 26th, 2020 • 4Less Group, Inc. • Services-business services, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between The 4Less Group, Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 5, 2020(the “Effective Date”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2021 • 4Less Group, Inc. • Services-business services, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 21, 2021, by and between THE 4LESS GROUP, INC., a Nevada corporation, with headquarters located at 106 W. Mayflower, Las Vegas, NV 89030 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT The 4Less Group, Inc.Security Agreement • July 29th, 2021 • 4Less Group, Inc. • Services-business services, nec • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the common stock purchase agreement dated July 26, 2021, in the amount of $1,000,000 by the Company (as defined below) to the Investor (as defined below)) (the “Agreement”), TRITON FUNDS LP (the “Investor” and 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 during the Exercise Period, to purchase from The 4Less Group, Inc., a Nevada corporation (the “Company”), up to 300,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.
SUBSCRIPTION AGREEMENT Common Stock of The 4Less Group, Inc.Subscription Agreement • November 16th, 2020 • 4Less Group, Inc. • Services-business services, nec • Nevada
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, par value $0.000001 per share (the “Shares”), to be issued by The 4Less Group, Inc., a Nevada corporation (the “Company”), for a purchase price of $_______ per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2020 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 29th, 2021 • 4Less Group, Inc. • Services-business services, nec • Nevada
This Common Stock Purchase Agreement (the “Agreement”), dated as of July 27, 2021 (the “Execution Date”), is entered into between The 4Less Group, Inc., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
STANDSTILL AGREEMENTStandstill Agreement • April 8th, 2024 • Auto Parts 4Less Group, Inc. • Services-business services, nec • Nevada
This Standstill Agreement (this “Agreement”) is entered into as of April 4, 2024, by and between COVE Funding, LP, a Delaware limited partnership (“Lender”), and Auto Parts 4Less Group, Inc., a Nevada corporation (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2013 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Georgia
AGREEMENT made as of November ___, 2010 (“Effective Date”), by and between Nurses Lounge, Inc., a Texas corporation (“Employer”), and Tim Armes (“Executive”).
STANDBY EQUITY COMMITMENT AGREEMENT (SECA)Standby Equity Commitment Agreement • March 19th, 2020 • 4Less Group, Inc. • Services-business services, nec • California
This STANDBY EQUITY COMMITMENT AGREEMENT (this “Agreement”), dated as of February 4, 2020 (the “Execution Date”), is entered into by and between The 4 Less Group, Inc., a Nevada corporation with its mailing address at 4580 N. Rancho Dr. #130, Las Vegas, NV 89130 (the “Company”), and GC Investments I, LLC, a California limited liability company, with offices at 18201 Von Karman Ave., Suite 300, Irvine, CA 92612 (the “Investor”).
SERVICE AGREEMENTService Agreement • November 25th, 2020 • 4Less Group, Inc. • Services-business services, nec • Ontario
NOW THEREFORE this Agreement witnesses that in consideration of the premises and mutual covenants contained herein, payment by each party hereto to the others and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:
May 5, 2010 To: Mr. Chris Eales President Premier Healthcare Professionals, Inc. (“PHP”) From: Bryan Crutchfield Dear Chris:Strategic Alliance Agreement • May 7th, 2010 • MEDCAREERS GROUP, Inc. • Services-business services, nec
DEBT EXTINGUISHMENT AGREEMENTDebt Extinguishment Agreement • October 9th, 2009 • Rx Scripted, Inc. • Services-business services, nec • Texas
ADDENDUM TO SECURITIES PURCAHSE AGREEMENT BY AND BETWEEN THE 4LESS GROUP, INC. AND FOURTH MAN, LLCSecurities Purchase Agreement • September 17th, 2021 • 4Less Group, Inc. • Services-business services, nec
This Addendum Agreement (“Addendum”), effective as of August 6, 2021 (“Effective Date”), is between The 4Less Group, Inc., a Nevada Corporation (the “Company”), and Fourth Man, LLC, a Nevada Limited Liability Company (“Fourth Man”). The Company and Fourth Man are collectively referred to herein as the “Parties”.
WARRANT TO PURCHASE STOCK AUTO PARTS 4LESS GROUP INC.Warrant to Purchase Stock • February 20th, 2024 • Auto Parts 4Less Group, Inc. • Services-business services, nec
THIS STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Growth Ventures 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 5:00 p.m. (New York City time) on February __, 2034 (the "Termination Date") but not thereafter, to subscribe for and purchase from Auto Parts 4Less Group Inc., a Nevada corporation (the "Company"), up to 3,102 (three thousand, one hundred two) shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's Series C Convertible Preferred Stock ("Preferred C Stock"); provided, however, in the event of any adjustments pursuant to 2(b) below and the terms herein, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equ
SPIN-OFF AGREEMENTSpin-Off Agreement • December 2nd, 2010 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Nevada
THIS SPIN-OFF AGREEMENT (this “Agreement”) is entered into as of this 30th day of November 2010, by and among Medcareers Group, Inc., formerly RX Scripted, Inc., a Nevada corporation (the “Company” or the “Seller”) and MaryAnne McAdams, an individual (the “Buyer”), each a “Party” and collectively the “Parties”, upon the following premises:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 2010 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Florida
This Asset Purchase Agreement (this “Agreement”) is made and entered into on the 10th day of August 2010, by and between Steve Elisberg (the “Seller”), and MedCareers Group, Inc., a Nevada company (the “Purchaser”), each a “Party” and collectively the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • February 20th, 2024 • Auto Parts 4Less Group, Inc. • Services-business services, nec • Nevada
This exchange agreement (the “Agreement”) is entered into as of the January 31, 2024, by and between Auto Parts 4Less Group, Inc., a Nevada corporation (“FLES” or “Company”), and Auctus Fund, LLC (“Auctus”).
BINDING LETTER OF INTENTBinding Letter of Intent • June 18th, 2018 • MEDCAREERS GROUP, Inc. • Services-business services, nec
The present document is a Binding Letter of Intent (“Binding LOI”) between MedCareers Group Inc., a Nevada corporation having its principle place of business at 758 E Bethel School Road, Coppell, Texas 75019 (“MCGI), Timothy Armes CEO of MCGI, in his personal capacity and residing at________________ (“TA”), The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.), a Nevada Corporation, whose principal place of business is located at 4580 N Rancho Drive Suite 130, Las Vegas, Nevada 89130, USA, (“4LESS”) Christopher Davenport (“CD”), in his capacity as CEO and shareholder of 4LESS and residing at__________________ and Sergio Salzano (“SS”), in his capacity as shareholder of 4LESS and residing at__________________ (“CD and SS referred to herein as Shareholder(s) (MCGI, TA, 4LESS, CD and SS referred to herein as Parties or Party), whereby MCGI shall purchase all of the outstanding shares in 4LESS (“Transaction”) under the following terms and conditions:
SUBSCRIPTION AGREEMENT Common Stock of The 4Less Group, Inc.Subscription Agreement • December 21st, 2020 • 4Less Group, Inc. • Services-business services, nec • Nevada
This Subscription Agreement relates to my/our agreement to purchase shares of common stock, par value $0.000001 per share (the “Shares”), to be issued by The 4Less Group, Inc., a Nevada corporation (the “Company”), for a purchase price of $2.00 per Share, for a total purchase price of $__________ USD (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated December 16, 2020 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
ADDENDUM TO SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE 4LESS GROUP, INC. AND LABRYS FUND, LPSecurities Purchase Agreement • September 17th, 2021 • 4Less Group, Inc. • Services-business services, nec
This Addendum Agreement (“Addendum”), effective as of August 6, 2021 (“Effective Date”), is between The 4Less Group, Inc., a Nevada Corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (“Labrys Fund”). The Company and Labrys Fund are collectively referred to herein as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 13th, 2018 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Nevada
This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of this 8th day of November, 2018 between MedCareers Group Inc., a Nevada corporation having its principle place of business at 758 E Bethel School Road, Coppell, Texas 75019 (“MCGI” or the “Buyer”), Timothy Armes CEO of MCGI, in his capacity as shareholder and residing at 3170 Getwell Lane, Olive Branch Mississippi, 38654 (“TA”), The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.), a Nevada Corporation, whose principal place of business is located at 4580 N Rancho Drive Suite 130, Las Vegas, Nevada 89130, USA, (“4LESS”) Christopher Davenport (“CD”), in his capacity as shareholder of 4LESS and residing at 4905 Ghost Dance Circle, Las Vegas, Nevada 89149 and Sergio Salzano (“SS”), in his capacity as shareholder of 4LESS and residing at 4935 Buckhorn Butte Ct., Las Vegas, Nevada 89149 (CD and SS referred to herein as Seller(s) (MCGI, TA, 4LESS, CD and SS referred to herein as Parties or Party).
SETTLEMENT AGREEMENTSettlement Agreement • November 16th, 2020 • 4Less Group, Inc. • Services-business services, nec • Nevada
following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two (2) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warr
Stock Purchase AgreementStock Purchase Agreement • October 9th, 2009 • Rx Scripted, Inc. • Services-business services, nec • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 2nd day of October 2009, by and among David M. Loev, an individual (“Loev”) and MaryAnne McAdams, (“McAdams” and together with Loev, the “Seller” or the “Sellers”), and Archetype Partners LLC, a Georgia limited liability company, or its assigns (being herein referred to as “Purchaser”), each sometimes referred to herein as a “Party” and collectively the “Parties.”
VOTING AGREEMENTVoting Agreement • October 9th, 2009 • Rx Scripted, Inc. • Services-business services, nec • Texas
THIS VOTING AGREEMENT dated as of October 2, 2009 (the “Effective Date” and this "Agreement"), is made by and between Archetype Partners, LLC (“Purchaser”) and David M. Loev (“Loev”) and MaryAnne McAdams (“McAdams”, and collectively with Loev, the “Shareholders”). All contracting entities are each referred to as a “Party” and collectively as the “Parties” to the Agreement as such terms are used herein.
CANCELLATION OF SHARES AGREEMENTCancellation of Shares Agreement • December 2nd, 2010 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Georgia
THIS CANCELLATION OF SHARES AGREEMENT (this “Agreement”) is made as of the 30th day of November 2010, by and between Archetype Partners, LLC (“Archetype”) and Medcareers Group, Inc., formerly RX Scripted, Inc., a Nevada corporation (the “Company”), each a “Party” and collectively the “Parties.”
SPIN-OFF AGREEMENTSpin-Off Agreement • December 19th, 2018 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Nevada
This SPIN-OFF AGREEMENT, dated as of this 12th day of December 2018, (this “Agreement”), is entered into by and among MedCareers Group, Inc., a Nevada corporation (the “Seller”), and Nurses Lounge Holdings, Inc., a Florida corporation listed under Schedule 1, attached hereto, (the “Buyer”).
PROMISSORY NOTEPromissory Note • March 19th, 2020 • 4Less Group, Inc. • Services-business services, nec • California
FOR VALUE RECEIVED, The 4 Less Group, Inc., a Nevada corporation with no par value per common share (“Par Value”) (the “Company”), hereby promises to pay to the order of GC Investments I, LLC 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).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 3rd, 2013 • MEDCAREERS GROUP, Inc. • Services-business services, nec • Georgia
ASSET PURCHASE AGREEMENT (hereinafter called this "Agreement"), dated as of July 8, 2011 by and between Fialkow Properties, LLC, a Georgia limited liability company ("Purchaser") and MedCareers Group, Inc. ("Seller"), a Nevada corporation, (“Seller”).
