COMMON STOCK PURCHASE WARRANT FORCE PROTECTION VIDEO EQUIPMENT CORPORATIONCommon Stock Purchase Warrant • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, 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 Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from FORCE PROTECTION VIDEO EQUIPMENT CORPORATION., a Florida 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2015 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 29, 2015, by and between FORCE PROTECTION VIDEO EQUIPMENT CORP., a Florida corporation, with headquarters located at 140 Iowa Lane, Suite 101, Cary, NC 27511 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 101 Arch Street, 20th Floor, Boston, MA 02110 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2018 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between , a corporation, with its address at , (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2017 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2017, between Force Protection Video Equipment Corp., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 7, 2018Convertible Security Agreement • August 10th, 2017 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
THIS 8% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Convertible Promissory Notes of Force Protection Video Equipment Corp., a Florida corporation (the “Company”), having its principal place of business at 140 Iowa Lane, Suite 101, Cary, NC 27511, designated as its 8% Convertible Promissory Notes due February 7, 2018 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2021 between Force Protection Video Equipment Corporation, a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 25, 2015, is entered into by and between Force Protection Video Equipment, Corp., a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 1, 2016, between Force Protection Video Equipment Corp., a Florida corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2018 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2018, by and between , a Florida corporation, with headquarters located at 130 Iowa Lane, Suite 102, Cary, NC 27511 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the [*]th day of [*], [*] by and between Force Protection Video Equipment Corporation (the “Company”), and [*] (“Indemnitee”).
FORCE PROTECTION VIDEO EQUIPMENT CORP.Restricted Stock Award Agreement • April 15th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Florida
Unless otherwise defined herein, the terms defined in the Force Protection Video Equipment Corp. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
ContractNote • October 13th, 2015 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
FORCE PROTECTION VIDEO EQUIPMENT CORP. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • April 15th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Florida
Unless otherwise defined herein, the terms defined in the Force Protection Video Equipment Corp. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A , and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
ContractNote Agreement • December 23rd, 2015 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
FORCE PROTECTION VIDEO EQUIPMENT CORPORATION CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTConfidential Information and Invention Assignment Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Delaware
As a condition of my becoming employed (or my employment being continued) by Force Protection Video Equipment Corporation, a Florida corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:
BIGTOKEN, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 1st, 2021 • BIGtoken, Inc. • Retail-retail stores, nec • California
This Employment Agreement (the “Agreement”) is made and entered into effective as of November 30, 2021 (the “Effective Date”), by and between George Stella (“Executive”) and BIGtoken, Inc. (the “Company”).
CONVERTIBLE NOTEConvertible Note • October 13th, 2015 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
FOR VALUE RECEIVED, FORCE PROTECTION VIDEO EQUIPMENT CORP., a Florida corporation with a par value of $0.001 per common share (“Par Value”) (the "Company"), hereby promises to pay to the order of Black Forest Capital, 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).
ContractNote • March 5th, 2018 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FORCE PROTECTION VIDEO EQUIPMENT CORP. STOCK OPTION AGREEMENTStock Option Agreement • April 15th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Florida
Unless otherwise defined herein, the terms defined in the Force Protection Video Equipment Corp. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A , and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • New York
This Amendment to Securities Purchase Agreement (this “Amendment”), dated November 12, 2015, by and between Force Protection Video Equipment Corp. (the “Company”), and RDW Capital, LLC (the “Purchaser”), hereby amends, effective as of the date hereof, that certain Securities Purchase Agreement, dated as of November 12, 2015, by and among the Company and the Purchaser (the “Securities Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Florida
This Employment Agreement (the "Agreement"), is entered into this 24th day of November, 2015 by and between FORCE PROTECTION VIDEO EQUIPMENT CORPORATION, a Florida corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and PAUL FELDMAN (the "Employee").
Share Exchange AgreementShare Exchange Agreement • October 5th, 2020 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Florida
This Share Exchange Agreement, dated as of September 30, 2020, is made by and among FORCE PROTECTION VIDEO EQUIPMENT CORP, a Florida corporation (the “Acquiror Company”), SRAX, INC., a Delaware company (the “Company”), and Paul Feldman, the owner of all of the Acquiror’s outstanding preferred stock, accounting for a majority of the voting power of the Acquiror Company (the “Principal”).
EXCHANGE AGREEMENTExchange Agreement • December 30th, 2021 • BIGtoken, Inc. • Retail-retail stores, nec • California
This EXCHANGE AGREEMENT (the “Agreement”) is made as of the __ day of December, 2021 by and between BIGtoken, Inc., a Florida corporation, with its address at 2629 Townsgate Rd., Suite 215, Westlake Village, CA 91361 (the “Company”), and SRAX, Inc., (including its successors and assigns, “SRAX”), with its address at 2629 Townsgate Road, Suite 215, Westlake Village, CA 91361.
ContractSubscription Agreement • July 28th, 2011 • M Street Gallery Inc. • Retail-retail stores, nec • Florida
The undersigned subscriber ("Subscriber") hereby subscribes to and agrees to purchase ____________ Shares ("Shares") of M Street Gallery, Inc., $0.0001 par value, at $.10 per Share.
ContractNote • March 5th, 2018 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MASTER SEPARATION AGREEMENT BETWEEN SRAX, INC., BIG TOKEN, INC., AND FORCE PROTECTION VIDEO EQUIPMENT CORPORATION Dated as of January 27, 2021Master Separation Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • California
This MASTER SEPARATION AGREEMENT (this “Agreement”) dated as of January 27, 2021, by and among SRAX, Inc., a Delaware corporation (“Parent”), BIG Token, Inc., a Delaware corporation (“BIG Token”) and Force Protection Video Equipment Corporation (“Company”), a Florida corporation. Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Share Exchange Agreement entered into on September 30, 2020 by and between Parent, Company and Paul Feldman, and as amended on January 27, 2021 (the “Share Exchange Agreement”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • California
This Transition Services Agreement, dated as of January 27, 2021 (this “Agreement”), is entered into between SRAX, Inc., a Delaware corporation (“Parent”) on the one hand, and BIG Token, Inc., a Delaware corporation (“Subsidiary”), and Force Protection Video Equipment Corporation (“Company”), a Florida corporation on the other hand. Each of the foregoing parties may be referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”), dated as of November 12, 2015, as amended, is entered into by and among Force Protection Video Equipment Corp., a Florida corporation (the “Company”), and RDW Capital, LLC (the “Purchaser”).
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
This Amendment No. 3 to Securities Purchase Agreement (this “Amendment”) dated as of February 17, 2016, as amended is entered into by and among Force Protection Video Equipment Corp., a Florida corporation (the “Company”) and RDW Capital, LLC (the “Purchaser”).
Agreement and Plan of MergerMerger Agreement • October 1st, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • Delaware
This Agreement and Plan of Merger, dated as of September 28, 2021, is made by and among FORCE PROTECTION VIDEO EQUIPMENT CORP, a Florida corporation (the “Acquiror Company”), FPVD Merger Sub, Inc., a Delaware corporation (“Merger Sub”), BritePool, Inc., a Delaware corporation (the “Company”), David J. Moore (the “Principal”), and SRAX, Inc., the parent company of the Acquiror Company (“SRAX”).
SEPARATION AGREEMENTSeparation Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • California
This Separation Agreement (“Agreement”) is made by and between Force Protection Video Equipment Corporation (the “Company”) and Paul Feldman (“Employee”) (collectively the “Parties”). The Company and Employee are collectively referred to as “the Parties” and each a “Party”. Any term not defined herein will have the meaning ascribed to it in the Employment Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 28, 2021 by and among Force Protection Video Equipment Corporation, a Florida corporation (the “Company”), and the investor listed on Schedule A hereto, which is referred to in this Agreement as the “Investor”.
Amendment to Share Exchange AgreementShare Exchange Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
This is an amendment (“Amendment”) to the Agreement. To the extent any provision of this Amendment conflicts with any of the provisions of the Agreement, the provisions of this Amendment shall govern. Capitalized terms but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement, as applicable. Except for the amendments made hereby, the above referenced Agreement remains in full force and effect. This Amendment is effective as of January 27, 2021 (the “Amendment Effective Date”).
AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2016 • Force Protection Video Equipment Corp. • Retail-retail stores, nec
This Amendment No. 4 to Securities Purchase Agreement (this “Amendment”) dated as of March 4, 2016, as amended is entered into by and among Force Protection Video Equipment Corp., a Florida corporation (the “Company”) and RDW Capital, LLC (the “Purchaser”).
