Darkstar Ventures, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2020 • Samsara Luggage, Inc. • Retail-retail stores, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 25, 2020, by and between SAMSARA LUGGAGE, INC., a Nevada corporation, with its address at One University Plaza, Suite 505, Hackensack, NJ 07601 (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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2021 • Samsara Luggage, Inc. • Retail-retail stores, nec • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt company (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 16th, 2021 • Samsara Luggage, Inc. • Retail-retail stores, nec

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt company (“Investor”).

SAMSARA LUGGAGE INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • April 2nd, 2024 • Samsara Luggage, Inc. • Retail-retail stores, nec • New York

This Common Stock Purchase Agreement (the “Agreement”) is made as of January 12, 2024, among Samsara Luggage Inc., a Nevada corporation (the “Company”) and Kyle Edward Comerford, (the “Investor”).

SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • May 19th, 2022 • Samsara Luggage, Inc. • Retail-retail stores, nec • Virginia

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2022, by and between SAMSARA LUGGAGE, INC., a Nevada corporation, with its address at 135 East 57th Street, Suite 18-130, New York, New York 10022 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

ESCROW AGREEMENT
Escrow Agreement • December 6th, 2012 • Darkstar Ventures, Inc. • Retail-retail stores, nec • New York

This ESCROW AGREEMENT (this “Agreement”) made as of the 13th day of November 2012, by and among Darkstar Ventures, Inc. (the “Issuer”) whose address and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and VStock Transfer, LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY 11516 (the “Escrow Agent”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2024 • Samsara Luggage, Inc. • Retail-retail stores, nec • Nevada

This Stock Purchase Agreement (this “Agreement”) made this 23 day of February 2024, between Samsara Luggage, Inc., a Nevada corporation (“Buyer”), and Ilustrato Pictures International, Inc., a Nevada corporation (“Seller”).

CONSULTING AGREEMENT
Consulting Agreement • November 17th, 2011 • Darkstar Ventures, Inc. • Retail-retail stores, nec • New York

This Consulting Agreement is entered into on September 1, 2011 by and between Darkstar Ventures, Inc., a Nevada (the “Company”) and First Line Capital, LLC, a New York limited liability company (the “Consultant”).

LICENSE AGREEMENT
License Agreement • February 3rd, 2020 • Samsara Luggage, Inc. • Retail-retail stores, nec • California

THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this 18th day of July 2019, between Sterling/Winters Company, a California Corporation DBA: Tommy Meharey MIVITM LLC (“Licensor”), and, Samsara Luggage Inc., which is currently in process of merging with Publicly Traded Darkstar Ventures Inc. [OTC: DAVC] (“Licensee”), as follows:

MERGER AGREEMENT AND PLAN OF MERGER
Merger Agreement and Plan of Merger • May 10th, 2019 • Darkstar Ventures, Inc. • Retail-retail stores, nec

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto intending to be bound hereby, it is agreed as follows:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 2nd, 2024 • Samsara Luggage, Inc. • Retail-retail stores, nec • Nevada

This Asset Purchase Agreement (this “Agreement”), dated as of March 28, 2024, by and between Atara Feiglin Dzikowski an Israeli resident (“Buyer”), and Samsara Luggage, Inc., a Nevada corporation (“Seller”).

CONVERTIBLE DEBENTURE SALE, PURCHASE & ASSIGNMENT AGREEMENT
Assignment Agreement • April 2nd, 2024 • Samsara Luggage, Inc. • Retail-retail stores, nec • New Jersey

THIS CONVERTIBLE DEBENTURE SALE, PURCHASE & ASSIGNMENT AGREEMENT (this “Agreement”), dated as of January 3, 2024, by and among YAII PN, LTD (the “Seller”), a Cayman Islands limited company with an address at 1012 Springfield Avenue Mountainside, NJ 07092 and ILLUSTRATO PICTURES INTERNATIONAL INC. (AKA ILUS International) (the “Buyer”), a company organized under the laws of Nevada with an address at 26 Broadway, New York, NY 10004 and SAMSARA LUGGAGE INC., a company organized under the laws of Nevada with an address at 135 E. 57th Street, New York, NY 10022 (“Company”) (the Seller and the Buyer shall individually hereunder be referred to as a “Party” or collectively as the “Parties”).

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • October 24th, 2014 • Darkstar Ventures, Inc. • Retail-retail stores, nec • New York

AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) dated as of October 14, 2014, by and among First Line Capital, LLC (“Consultant”) and DarkStar Ventures, Inc. (the “Company”).

Contract
Affiliate Service Agreement • November 17th, 2011 • Darkstar Ventures, Inc. • Retail-retail stores, nec • Illinois

This Affiliate Service Agreement (the "Agreement") is made by and between Shareasale.com, Inc., an Illinois, USA corporation ("shareasale.com"), and you, as an Affiliate utilizing the Shareasale.com service ("You", "Your", "Affiliate").

DARKSTAR VENTURES, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Subscription Agreement • September 23rd, 2011 • Darkstar Ventures, Inc. • Delaware
Form of September 26, 2019 Share Purchase Agreement SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 2nd, 2019 • Darkstar Ventures, Inc. • Retail-retail stores, nec • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2019, by and among Darkstar Ventures, Inc., a publicly-traded Nevada corporation, with an address at 7 Elizieri St., Jerusalem, Israel (the “Company”), and _______________, an individual/company, with an address at __________________________ (the “Investor”), and Samsara Luggage Inc., a Delaware corporation, with an address at One University Place, Suite 505, Hackensack, NJ 07601 (“Samsara”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 12th, 2019 • Darkstar Ventures, Inc. • Retail-retail stores, nec

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 12, 2019, by and between Darkstar Ventures, Inc., a publicly traded Nevada corporation (“Assignor”), and Avraham Bengio, an individual with an address at 7 Eliezri Street, Jerusalem, Israel (“Assignee”).

Contract
Note • March 14th, 2012 • Darkstar Ventures, Inc. • Retail-retail stores, nec • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.

Samsara Luggage Inc.
Samsara Luggage, Inc. • May 3rd, 2024 • Retail-retail stores, nec

On February 23, 2024, Samsara Luggage, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) with Ilustrato Pictures International, Inc., a Nevada corporation (“ILUS”) which owns 71.1% of the Company. Simultaneous with the execution and delivery of the SPA, the Company acquired all the equity interests in seven companies owned by ILUS:

Darkstar Ventures Inc.
Darkstar Ventures, Inc. • December 6th, 2012 • Retail-retail stores, nec

This Letter of Intent (this “Agreement”) shall set forth our mutual agreement regarding a transaction whereby the shareholders of Real Aesthetics, Inc., a Nevada company (“Real Aesthetics”) shall be issued shares of Darkstar Ventures Inc., a Nevada company (the "Company") (OTCBB: DAVC) in consideration for the acquisition by the Company of 100% of the issued and outstanding stock of Real Aesthetics.

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