SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2015 • U-Vend, Inc. • Retail-nonstore retailers • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2014, by and between U-VEND, INC., a Delaware corporation, with headquarters located at 1507 7th Street - #425, Santa Monica, CA 90401 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2016 • U-Vend, Inc. • Retail-nonstore retailers • California
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of ______________________, 2016, is by and among U-Vend, Inc., a Delaware corporation with offices located at 7th Street Unit 425 Santa Monica CA 90401 (the “Company”), and each investor (individually, a “Buyer” and collectively, the “Buyers”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 6th, 2023 • Boxscore Brands, Inc. • Retail-nonstore retailers • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of __ ________ 2023 (the “Execution Date”), is entered into by and between AMERICAN BATTERY MATERIALS, INC. f/k/a BOXSCORE BRANDS, INC., a Delaware corporation (the “Company”); and ____________ _____________ __________, a Delaware limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.
Execution VersionOtc Equity Prepaid Forward Transaction • June 2nd, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers
To: Seaport Global Acquisition II Corp., a Delaware limited liability company (“Seaport” or “SGII”) and American Battery Materials, Inc., a Delaware corporation (“Target”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2019 • Boxscore Brands, Inc. • Retail-nonstore retailers • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of April, 2019 (the “Effective Date”), by and between BoxScore Brands, Inc., a Delaware corporation (the “Company”), and Michael P. Flanagan, an individual (the “Employee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), Seaport Global SPAC II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGER dated as of by and among SEAPORT GLOBAL ACQUISITION II CORP., LITHIUM MERGER SUB, INC., and AMERICAN BATTERY MATERIALS, INC.Merger Agreement • June 2nd, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [●], 2023, is entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
Equipment Lease AgreementEquipment Lease Agreement • November 5th, 2014 • U-Vend, Inc. • Retail-nonstore retailers • Louisiana
This Equipment Lease Agreement (“Agreement”) is made and entered into effective as of October 21, 2014 (the “Effective Date”) by and between:
SECURITY AGREEMENTSecurity Agreement • June 30th, 2010 • Internet Media Services, Inc. • Retail-nonstore retailers • California
WHEREAS, the Lender and the Borrower are parties to a Credit Agreement, dated as of the date hereof (such agreement, as amended, restated or otherwise modified from time to time, being hereinafter referred to as the “Credit Agreement”);
CREDIT AGREEMENT Dated as of April 8, 2010 between INTERNET MEDIA SERVICES, INC. as Borrower, and RAYMOND MEYERS as Lender.Credit Agreement • June 30th, 2010 • Internet Media Services, Inc. • Retail-nonstore retailers • California
Credit Agreement (“Agreement”), made April 8, 2010 by and between INTERNET MEDIA SERVICES, INC. (the “Company”) and RAYMOND MEYERS (“Lender”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 2nd, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of May 31, 2023, is made by and among (i) Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), (ii) Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Sponsor”), and holder of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and warrants, of Acquiror (the “Acquiror Warrants,” and collectively with the Class A Common Stock, the “Acquiror Shares”) and (iii) American Battery Materials, Inc., a Delaware corporation (the “Company”). Acquiror, the Sponsor and the Company shall be referred to herein from time to time collectively as the “parties”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Section 12 hereof, shall have the meanings ascribed to such terms in the Agreement and Plan of Merger (as defined below).
AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG INTERNET MEDIA SERVICES, INC. AND U-VEND CANADA INC. AND THE SECURITY HOLDERS OF U-VEND CANADA INC.Exchange of Securities Agreement • April 15th, 2014 • Internet Media Services, Inc. • Retail-nonstore retailers • Delaware
THIS AGREEMENT (“Agreement”) is made this 23 day of December, 2013, by and between INTERNET MEDIA SERVICES, INC., a Delaware corporation (“Internet Media”), U-VEND CANADA INC., a Canadian corporation (“U-Vend”), and the security holders of U-Vend (the “U-Vend Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 14th, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers
This Amendment No. 1, dated as of July 14, 2023 (this “Amendment No. 1”), to the Agreement and Plan of Merger, dated as of June 1, 2023 (the “Merger Agreement”), by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”, and Acquiror, Merger Sub and the Company are referred to herein individually as a “Party” and collectively as the “Parties”), is made and entered into by and among the Parties. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement, which will remain in full force and effect as amended hereby.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 2nd, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2023, is made by and among (i) Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), (ii) American Battery Materials, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holders (each a “Supporting Company Stockholder” and collectively, the “Supporting Company Stockholders”) of common stock, par value $0.001 per share (“Company Common Stock”), and/or preferred stock, par value $0.001 per share (“Company Preferred Stock”), as applicable (collectively, the “Company Shares”), of the Company. Acquiror, the Company and the Supporting Company Stockholders shall be referred to herein from time to time collectively as the “parties”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Section 10 hereof, shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 10th, 2021 • Boxscore Brands, Inc. • Retail-nonstore retailers • Nevada
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 5th day of November, 2021 (the “Effective Date”), by and between Plateau Ventures LLC, a Utah limited liability company, having a business address at 4691 Luna Circle, Moab, UT 84532 (“Seller”), and BoxScore Brands, Inc., a Delaware corporation, having a business address of 3275 South Jones Boulevard, Suite 104, Las Vegas, NV 89146, or its designee (collectively the “Buyer”).
MASTER DISTRIBUTOR AGREEMENTMaster Distributor Agreement • February 6th, 2017 • U-Vend, Inc. • Retail-nonstore retailers • Delaware
THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”) is made as of January 26, 2017 (the “Effective Date”), by and between U-Vend, Inc. (hereinafter called “U-Vend”), and UVend Group of Companies (hereinafter “Master Distributor”).
Equipment LeaseEquipment Lease • November 19th, 2013 • Internet Media Services, Inc. • Retail-nonstore retailers • Delaware
This equipment lease ("Lease") is made and effective _______________, by and between Automated Retail Leasing Partners (the "Lessor") and U-Vend Inc.(the "Lessee").
U-VEND, INC. MASTER SERVICES CONSULTING AGREEMENTMaster Services Consulting Agreement • February 6th, 2017 • U-Vend, Inc. • Retail-nonstore retailers • California
WHEREAS, COMPANY is a publicly listed (OTCQB: UVND) a consumer products and technology company with operations in the United States and Canada;
RESIGNATION AND RELEASEResignation and Release Agreement • May 26th, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers • New York
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
agreement to amend LEASESLease Amendment • August 15th, 2016 • U-Vend, Inc. • Retail-nonstore retailers • Delaware
This agreement to amend leases (the or this “Agreement”), dated as of August 8, 2016, is by and between U-Vend, Inc., a Delaware corporation (the “Company”), and Automated Retail Leasing Partners, LP, a Delaware limited partnership (“Lessor”). The Company and Holder are sometimes collectively referred to herein as the “Parties,” and individually as a “Party.”
February 27, 2015 U-Vend, Inc. Attention: Paul Neelin PO Box 56013 Stoney Creek, ON L8G 5C9 CANADA Re: NHL/U-Vend Corporate Marketing Letter AgreementCorporate Marketing Agreement • March 17th, 2015 • U-Vend, Inc. • Retail-nonstore retailers
This letter, the term sheet attached hereto as Exhibit A, the standard terms and conditions attached hereto as Exhibit B and the retail license agreement attached as Exhibit C (collectively, this “Letter Agreement”) sets forth the terms of a corporate marketing agreement among NHL Enterprises, L.P. (“NHLE”), NHL Enterprises Canada, L.P. (“NHLEC”), and NHL Interactive CyberEnterprises, LLC (“NHL ICE” and, collectively with NHLE and NHLEC, the “NHLECOs” or the “Licensors”), on the one hand, and U-Vend, Inc. (“Company” or “Sponsor”), on the other hand. The NHLECOs, on the one hand, and the Sponsor, on the other hand, may each occasionally be referred to hereinafter individually as a “Party” and collectively as the “Parties.” This Letter Agreement shall serve as the Parties’ binding agreement with respect to the subject matter set forth herein. Each of the terms “NHL,” “License Term,” “Year(s),” “Category,” “Brand(s)” and “Territory” as used herein is defined in Exhibit A.
COMMERCIAL LEASECommercial Lease • April 9th, 2010 • Internet Media Services, Inc.
THIS LEASE, dated for reference purposes only 1/13/10, is made by and between SC Sunrise LLC (hereinafter “Landlord”) and Internet Media Services/Raymond John Meyers (hereinafter “Tenant”).
RESIGNATION AND RELEASEResignation and Release Agreement • May 26th, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers • New York
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 27th, 2019 • Boxscore Brands, Inc. • Retail-nonstore retailers • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019 by and between Mini Melts of America, Inc., a Pennsylvania corporation (“Buyer”) and BoxScore Brands, Inc., a Delaware corporation (“Seller”).
ContractEmployment Agreement • June 23rd, 2021 • Boxscore Brands, Inc. • Retail-nonstore retailers • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of July 2021 (the “Effective Date”), by and between BoxScore Brands, Inc., a Delaware corporation (the “Company”), and Patrick Avery, an individual (the “Employee”).
April 30, 2014 U-Vend Canada, Inc. Fiesta RPO, Stoney Creek, Ontario Canada L8G-5C9Exchange of Securities Agreement • May 13th, 2014 • Internet Media Services, Inc. • Retail-nonstore retailers
RE: Amendment number 1 to the Exchange of Securities Agreement (the “Agreement”) effective January 7, 2014, by and between Internet Media Services, Inc. (“Internet Media”) and U-Vend, Canada, Inc. and the Security Holders of U-Vend Canada, Inc. (“U-Vend”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”). NO TRANSFER,...Warrant Agreement • April 15th, 2014 • Internet Media Services, Inc. • Retail-nonstore retailers • Delaware
THIS CERTIFIES THAT, for good and valuable consideration, Automated Retail Leasing Partners, LP (“Holder”), or its registered assigns, is entitled to subscribe for and purchase from U-VEND INTERNATIONAL,INC., a Delaware corporation (the “Company”), at any time after _________, 2013, to and including __________, 2016, _________________ (___,____) fully paid and non-assessable shares of the Common Stock of the Company (“Shares”) at the price of $0.__ per Share (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.
ASSET PURCHASE AGREEMENT by and between INTERNET MEDIA SERVICES, INC., as Buyer, andAsset Purchase Agreement • March 13th, 2012 • Internet Media Services, Inc. • Retail-nonstore retailers • Delaware
Exhibit A Form of Assignment of Domain Name Exhibit Bill of Sale Exhibit C Lock-Up Agreement Exhibit D Assignment and Assumption Agreement Exhibit E Blanket Release by Creditors of Seller SCHEDULES Schedule 2.1(a) Equipment Schedule 2.1(b) Inventory Schedule 2.1(c) Contracts Schedule 2.1(e) Proprietary Rights Schedule 2.1 (f) Trade Accounts Receivable Schedule 2.1(h) Cash and Cash Equivalents Schedule 2.2 Excluded Assets Schedule 2.3 Assumed Liabilities Schedule 2.4(a)(v) Closing Balance Sheet Schedule 3.3 Purchase Price Allocation Schedule 4.1 Shareholders of Seller Schedule 4.2 Consent Schedule 4.6 Litigation Schedule 4.7 Intellectual Property Schedule 4.8 Insurance Schedule 4.10 Affiliate Interests
NOTE AMENDMENT AND EXTENSION AGREEMENTNote Amendment and Extension Agreement • April 16th, 2024 • American Battery Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each undersigned Party hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Amendment, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Amendment.
WARRANT (ARLP-005) To Purchase 150,000 Shares of Common Stock of U-VEND, INC. EXERCISABLE ON OR BEFORE, AND VOID AFTERWarrant Agreement • August 15th, 2016 • U-Vend, Inc. • Retail-nonstore retailers • Delaware
THIS CERTIFIES THAT, for good and valuable consideration, Automated Retail Leasing Partners, LP (“Holder”), or its registered assigns, is entitled to subscribe for and purchase from U-VEND, INC., a Delaware corporation (the “Company”), at any time after August 8, 2016, to and including August 8, 2019, One Hundred and Fifty Thousand (150,000) fully paid and non-assessable shares of the Common Stock of the Company (“Shares”) at the price of $0.30 per Share (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.
DIRECTOR STOCK GRANT AGREEMENTDirector Stock Grant Agreement • May 26th, 2023 • American Battery Materials, Inc. • Retail-nonstore retailers • Delaware
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties in, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
