Tanaris Power Holdings Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2020 • Hammer Fiber Optics Holdings Corp • Communications services, nec • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 8, 2019, by and between HAMMER FIBER OPTICS HOLDINGS CORP., a Nevada corporation (the "Company"), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (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 equity 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").

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EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • January 31st, 2020 • Hammer Fiber Optics Holdings Corp • Communications services, nec • Nevada

This equity purchase agreement is entered into as of October 8, 2019 (this “Agreement”), by and between Hammer Fiber Optics Holdings Corp., a Nevada corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 23rd, 2022 • Hammer Fiber Optics Holdings Corp • Communications services, nec • Nevada

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 11, 2022, by and between HAMMER FIBER OPTICS HOLDINGS CORP., a Nevada corporation, with headquarters located at 6151 Lake Osprey Drive, Suite 300, Sarasota, FL 34240 (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the "Buyer").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 23rd, 2022 • Hammer Fiber Optics Holdings Corp • Communications services, nec • Nevada

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 17, 2022, by and between HAMMER FIBER OPTICS HOLDINGS CORP., a Nevada corporation, with headquarters located at 6151 Lake Osprey Drive, Suite 300, Sarasota, FL 34240 (the "Company"), and Talos Victory Fund, LLC, a Delaware limited liability company, with its address at 348 Cambridge Street #101, Woburn, MA 01801 (the "Buyer").

COMMON STOCK REPURCHASE AGREEMENT
Common Stock Repurchase Agreement • January 9th, 2019 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New Jersey

THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of January 4, 2019 by and between Hammer Fiber Optic Holdings Corp., a Nevada corporation having an office address of 15 Corporate South, Suite #100, Piscataway, New Jersey 08854 (the “Company”), and Mark Stogdill (managing member of Arradis Enterprises LLC), an individual having an address of 393 Lake Shore Drive, Brick, New Jersey 08723 (the “Stockholder”).

PURCHASE AGREEMENT by and among HAMMER FIBER OPTIC HOLDINGS CORP., a Nevada corporation, 1STPOINT COMMUNICATIONS, LLC a New Jersey limited liability company, ANDERA CAPITAL, LLC a New Jersey limited liability company, SOMERSET HEALTH CARE ADVISORS,...
Purchase Agreement • September 14th, 2018 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation (“Buyer”), 1stPoint Communications, LLC, a New Jersey company (the “Company”), and Manhattan Carrier Company, LLC, with its address at 401 East 34th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the “Seller”).

COMMON STOCK PURCHASE WARRANT HAMMER FIBER OPTICS HOLDINGS CORP.
Hammer Fiber Optics Holdings Corp • February 23rd, 2022 • Communications services, nec • Nevada

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $550,000.00 to the Holder (as defined below) of even date) (the "Note"), MAST HILL FUND, L.P., a Delaware limited partnership (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 HAMMER FIBER OPTICS HOLDINGS CORP., a Nevada corporation (the "Company"), 150,000 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 February 11, 2022, by and among the Company a

PURCHASE AGREEMENT by and among HAMMER FIBER OPTIC HOLDINGS CORP., a Nevada corporation, ENDSTREAM COMMUNICATIONS, LLC a New York limited liability company, ANDERA CAPITAL, LLC a New Jersey limited liability company, SOMERSET HEALTH CARE ADVISORS, LLC...
Purchase Agreement • November 30th, 2018 • Hammer Fiber Optics Holdings Corp • Communications services, nec

THIS FIRST AMENDMENT (this “Amendment”) TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) made on the 11th day of September, 2018 between and among Hammer Fiber Optic Holdings Corp., a Nevada corporation (“Buyer”), Endstream Communications, LLC, a New Jersey company (the “Company”), and Manhattan Carrier Company, LLC, with its address at 401 East 34th Street, #N27J, New York, NY 10016, Andera Capital, LLC, having its address at 3 Hawthorne Place, Summit, NJ 07901, Somerset Health Care Advisors, LLC having its address at 4 Davinci Court, Somerset, NJ 08873 and Castle Stone Holdings, LLC, having its address at 4373 Re Al Court, Orlando, FL 32808 (collectively the “Seller”).

COMMON STOCK PURCHASE WARRANT HAMMER FIBER OPTICS HOLDINGS CORP.
Hammer Fiber Optics Holdings Corp • February 23rd, 2022 • Communications services, nec • Nevada

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $275,000.00 to the Holder (as defined below) of even date) (the "Note"), TALOS VICTORY 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 HAMMER FIBER OPTICS HOLDINGS CORP., a Nevada corporation (the "Company"), 75,000 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 February 17, 2022, by and among the C

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • October 26th, 2021 • Hammer Fiber Optics Holdings Corp • Communications services, nec • Nevada

This Share Exchange Agreement, dated as of 26 October 2021, (this "Agreement") by and among Hammer Technology Holdings (formerly known as Hammer Fiber Optics Holdings Corp)., a Nevada corporation having its executive offices at 6151 Lake Osprey Drive, Sarasota, Florida 34240, United States ("HMMR") and Telecom Financial Services [SA]., a Swiss Corporation ("TFS") having its executive offices at Avenue Gratta-Paille 2, 1018, Lausanne, Switzerland, and Telecom Financial Services Ltd ["TFS-LTD"] and the Shareholders of TFS (the "TFS Shareholders"). For purposes of this Agreement HMMR, TFS, TFS-LTD and the TFS Shareholders are sometimes collectively referred to as the "Parties" and individually as a "Party."

MINERAL CLAIM PURCHASE AND SALE AGREEMENT THIS AGREEMENT made as of June 10, 2015
Mineral Claim Purchase and Sale Agreement • July 21st, 2015 • Tanaris Power Holdings Inc. • Metal mining • Nevada

The Vendor is the legal and beneficial owner of 8 Lithium Properties located in Quebec, Canada, the particulars of which are set out in “Schedule A” hereto (the “Mineral Claims”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2020 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New York

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1, 2018 between HAMMER FIBER OPTICS HOLDINGS CORP, a corporation organized under the laws of the State of Nevada (the “Company”), and KRISTEN A. VASICEK (“Executive”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • October 4th, 2021 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New Jersey

This Debt Conversion Agreement (the "Agreement") is entered into effective as of October 1, 2021 by and between Michael A. Sevell ("Investor") and Hammer Fiber Optics Holdings Corp., Inc., a Nevada corporation (the "Company"), with reference to the following facts:

PURCHASE AGREEMENT by and among HAMMER FIBER OPTIC HOLDINGS CORP., a Nevada corporation, and subsidiaries 1STPOINT COMMUNICATIONS, LLC, ENDSTREAM COMMUNICATIONS, LLC, SHELCOMM INC., WIKIBULI, INC. AMERICAN NETWORK, INC.; VIPER NETWORKS, INC., a Nevada...
Purchase Agreement • August 13th, 2024 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New York

WHEREAS, the Companies are principally engaged in the business of providing telecommunications services (the "Business");

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2018 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New Jersey

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 11th day of September 2018, by and between Mark Stogdill, (the "Executive"), and Hammer Fiber Optic Investments, Ltd. ("Company"), a New Jersey limited company.

HAMMER FIBER OPTICS HOLDINGS CORP LOAN AGREEMENT
Loan Agreement • September 4th, 2024 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New Jersey

THIS LOAN AGREEMENT (this “Agreement”) made as of this 29th day of August, 2024 (the “Effective Date”) by and between Michael Sevell (the “Lender”) having its address at XXXXXXXXX, and HAMMER FIBER OPTICS HOLDINGS, CORP, a Nevada Corporation with its address at 6151 Lake Osprey Drive, Sarasota, FL 34240 (the “Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2018 • Hammer Fiber Optics Holdings Corp • Communications services, nec • New York

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as September 11, 2018 between HAMMER FIBER OPTICS HOLDINGS CORP, a corporation organized under the laws of the State of Nevada (the “Company”), and ERIK B. LEVITT (“Executive”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 12th, 2015 • Recursos Montana S.A. • Metal mining • Nevada

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 6th day of February, 2015, by and among Recursos Montana S.A., a Nevada corporation (“Pubco”) on one hand, and Tanaris Power Inc., a Nevada corporation (the “Company”) and The Blackhawk III Venture Trust, the sole shareholder of the Company (the “Shareholder”), on the other hand.

ASSIGNMENT OF MINING CLAIM
Assignment Agreement • August 6th, 2012 • Recursos Montana S.A. • Metal mining
COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • April 6th, 2016 • Tanaris Power Holdings Inc. • Metal mining • Nevada

This Common Stock Purchase Agreement (the “Agreement”) made this 10th day of March, 2016, by and among, on the one hand, Michael Cothill (the “Buyer”) and, on the other hand, Luis Asdruval Gonzalez Rodriguez (“Mr. Rodriguez”) and Miguel Guillen Kunhardt (“Mr. Kunhardt”) (collectively, the “Sellers”), regarding the purchase of shares of common stock of Tanaris Power Holdings, Inc., a Nevada corporation (the “Company”) setting forth the terms and conditions upon which the Sellers will sell Forty Five Million (45,000,000) shares (the “Shares”) of common stock (the “Common Stock”) of the Company, individually owned by Sellers, to Buyer.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 28th, 2016 • Tanaris Power Holdings Inc. • Metal mining • Nevada

This Share Exchange Agreement, dated as of April 25th, 2016, (this “Agreement”) by and among Tanaris Power Holdings, Inc., Nevada corporation having its executive offices at 311 Broadway, Point Pleasant Beach, NJ 08742 (“TPHX”) and Hammer Fiber Optic Investments Ltd., a Delaware corporation (“HFOL”) having its executive offices at 311 Broadway, Point Pleasant Beach, NJ 08742, and the Shareholders of Hammer (the “HFOL Shareholders”). For purposes of this Agreement TPHX, HFOL, and the HFOL Shareholders are sometimes collectively referred to as the “Parties” and individually as a “Party.”

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