UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2021 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • New York
The undersigned, Focus Universal Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SHARES OF COMMON STOCK OF FOCUS UNIVERSAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2019 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • New York
The undersigned, FOCUS UNIVERSAL 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 defined below) as being subsidiaries or affiliates of FOCUS UNIVERSAL 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 THE BENCHMARK COMPANY, LLC (“Benchmark”) 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.
FOCUS UNIVERSAL INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 12th, 2022 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • Delaware
Focus Universal Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Sutter Securities, Inc. (the “Sales Agent”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 17th, 2024 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2024, between Focus Universal Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOCUS UNIVERSAL INC., FCUV ACQUISITION CORP. AND PERFECULAR INC. December 30, 2015Agreement and Plan of Merger • January 7th, 2016 • Focus Universal Inc. • Services-advertising • Nevada
This Agreement and Plan of Merger (this “Agreement”) is effective as of December 30, 2015, by and among FOCUS UNIVERSAL INC., a corporation formed under the laws of the State of Nevada, United States of America (“Buyer”), FCUV ACQUISITION CORP., a corporation formed under the laws of the State of Nevada, United States of America (“Acquisition Corp.”), PERFECULAR INC., a corporation formed under the laws of California, United States of America (“Seller”). Certain capitalized terms used in this Agreement are defined in the text or on Exhibit A attached hereto.
SUBSCRIPTION AGREEMENT FOCUS UNIVERSAL INC.Subscription Agreement • December 26th, 2013 • Focus Universal Inc. • Nevada
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock in the capital of Focus Universal Inc. (the “Company”), a Nevada company, disclosed on page 5 of this Agreement at a price of US$0.0125 per share for the aggregate price disclosed on page 5 of this Agreement (U.S. dollars) (the "Funds"). Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 5th, 2015 • Focus Universal Inc. • Services-advertising • Nevada
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into, dated and made effective for all purposes as of December 29, 2014, by and among Desheng Wang and Xu Tang (“Buyers”) and Focus Universal, Inc., (the “Company”) a publicly-traded Nevada corporation and Tatyana Popova and Elena Ignatenko who are the individual holders of an aggregate of Four Million (4,000,000) shares of the common stock of the Company being sold hereunder, as set forth in Exhibit A (each, a “Seller” or “Shareholder” and the Shareholders and the Company together, are the “Sellers”). Buyers and Sellers may be jointly referred to herein, from time to time, as the “Parties”, or each individually as a “Party”.
CONSULTING AGREEMENTConsulting Agreement • December 26th, 2013 • Focus Universal Inc. • Nevada
This Agreement is made this 18th day of September, 2013, by and between Focus Universal Inc. (the “Company”), a corporation organized and existing under the laws of the State of Nevada, and Tatyana Popova (the “Consultant”), an individual of 8275 S. Easter Ave, Ste.200-674, Las Vegas, Nevada.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2021 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • New York
The undersigned, Focus Universal Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE ANY OF THE SECURITIES REFERRED TO HEREIN. SUBSCRIPTION AGREEMENTSubscription Agreement • March 18th, 2019 • Focus Universal Inc. • Industrial instruments for measurement, display, and control
This subscription agreement (the “Subscription Agreement”) is entered into by and between the Patrick Calderone, an individual residing at 8550 Walden Woods Way, Granite Bay, CA 95746 the “Investor”), and Focus Universal, Inc., a Nevada corporation (the “Company”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 18th, 2019 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
This STOCK PLEDGE AGREEMENT, dated as of March 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Focus Universal, Inc., a Nevada corporation (the “Pledgor”), in favor of Patrick Calderone (the “Secured Party”).
LOCK-UP AGREEMENTLock-Up Agreement • August 18th, 2022 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • Nevada
The undersigned (the “Stockholder”), a holder of five percent (5%) or more of any class of the outstanding securities of Focus Universal Inc., a Nevada corporation (the “Company”) (or securities convertible into shares of the Company’s common stock), understands that it is advisable and in the best interests of the Company and the Stockholder’s investment therein that the Stockholder enter into this lock-up agreement (this “Agreement”). Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholder hereby agrees to lock up the Company’s outstanding securities beneficially owned by the Stockholder until August 30, 2023, subject to certain limited exceptions. Until such date, the Stockholder will not directly or indirectly, without the prior written consent of the Company: (1) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber,
ContractAsset Purchase Agreement • March 31st, 2023 • Focus Universal Inc. • Industrial instruments for measurement, display, and control
ASSET PURCHASE AGREEMENT This ! \ sset Purcha se , \ gre eme nt (t his " Agreement "), d ated as of December 19 1 1 \ 2022 , is entered into between, , \ nth ony Tejeda, a n incfo - idual residing in the State of Ca li forn i a, d . b . a . " .. - \ T TEC H SYST F l \ ( S" (" Seller "), an <l Focus L·ni, - e r sal I nc . , a Nevada co rp o rari on (" Buyer ") . Capitafo : ed terms used in this . - \ gree menr have the meanings gi , ·en to s u ch te r ms herein, as such definitions arc identified by the c r oss - references set forth in Exhibit _ \ attached hereto . RECITALS WHEREAS , Seller is engaged in t h e business of pro \ ·iJing effic i enr and cosr - effect . iYe integrated ne r ,vork, sec urity , and mu l timedia design so lution s (the " Business ") ; and WHEREAS , Seller wishes to se ll and assign to B uyer, and uyer wis h es to purchase a nd assume from S eller, s ubsrnntially all the assets, and certain s p ec i fied 1 . ia b il iries, of rhe Business, subject ru the terms
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 11th, 2022 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is effective as of August 10, 2022, by and between Steven Lu, an individual residing at 21066 Willow Heights Drive, Diamond Bar, CA 91765 (the “Seller”) and Focus Universal Inc., a Nevada corporation (the “Purchaser” or the “Company”) (with both Purchaser and Seller being the “Parties”).
OPERATING AGREEMENT OF AT TECH SYSTEMS LLC A Manager-Managed California Limited Liability CompanyOperating Agreement • March 31st, 2023 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
This Operating Agreement (the “Agreement”) of AT TECH SYSTEMS LLC (the “Company”) is hereby made and entered into this March 27, 2023 by the Company and Focus Universal Inc., a Nevada corporation. These individuals and/or business entities shall be known as and referred to as “Members” and individually as a “Member.”
ContractFocus Universal Inc. • March 31st, 2023 • Industrial instruments for measurement, display, and control
(. - FOCUS \ :._;;' UNIVEA5AL AMENDMENT TO EMPLOYMENT AGREEMENT FOR MR . IRVING KAU Dear Mr . Irving Kau : Focus Universal Inc . ("FCUV"), the affiliates and subsidiaries of FCUV, and any successors or assigns of any of the foregoing, entered into an Employment Agreement (the "Agreement") dated as of November 3 , 2021 for the purpose of emp l oying Mr . Irving Kau at Focus Universal Inc . Pursuant to the main section of the Agreement, yo u were entitled to receive stock grants for 10 , 000 shares of FCUV Common Stock under the Focus Universal Incentive Plan . As you are aware, you were awarded stock grants for the first two quarters of 2022 (lQ, 2 Q), under these bonus Management shares, according to the set performance metrics . However, given circumstances out of your or FCUV control, these performance metrics have become outdated, and we have amended these metrics for remaining third and fourth quarter of 2022 ( 3 Q, 4 Q) . Accordingly, you and Focus Universal hereby agree that the
COMPANY GUARANTEE AGREEMENTCompany Guarantee Agreement • March 23rd, 2021 • Focus Universal Inc. • Industrial instruments for measurement, display, and control
The undersigned Focus Universal, Inc., a Nevada corporation("GUARANTOR") agrees with GOLDEN SUNRISE INVESTMENT LLC ("LENDER") as follows:
LOAN AGREEMENTLoan Agreement • November 17th, 2023 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
For value received, the undersigned Focus Universal Inc., a Nevada Corporation (“Borrower”), promises to pay to the order of Golden Sunrise Investment LLC, a California limited liability company (“Lender”), at 22443 Ridge Line Rd. Diamond Bar CA 91765 (or at such other place as the Lender may designate in writing), and Lender agrees to lend to the Borrower, the sum of One Million U.S. Dollars ($1,000.000.00) at the rate of Twelve Percent (12 %) per annum fixed (the “Loan”) until the date it is due.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 17th, 2024 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • New York
Employment AgreementEmployment Agreement • April 16th, 2024 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • New York
CONSULTING AGREEMENTConsulting Agreement • January 5th, 2015 • Focus Universal Inc. • Services-advertising • Arizona
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of December 29, 2014, by and between Focus Universal Inc., a Nevada corporation (the “Company”) and MorePro Marketing, Inc., an Arizona corporation (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).
ContractWarehouse Lease Lease • November 12th, 2020 • Focus Universal Inc. • Industrial instruments for measurement, display, and control
WAREHOUSE LEASE Lease. This Lease Agreement (this ·Lease) 1s made etfect1ve as 10119/2020 . by and between FOCUS UNIVERSAL INC . ( Landlord") and A&.D ELECTRONICS LLC ("Tenant") 2. Premises. Landlord. 111 cons1dera11on of the lease payments provided 1n lh1s Lease leases to Tenanl 3,000 S OF T warehouse plus one office space (the 'Premises") located at 2311 E LOCUST CT. ONTARIO CA 91761 . 3. Deposit. Tenant hereby delivers to Landlord a check In the amount of S4.800 00 ("Deposit") 4. Agreed Lease Terms. 4 1 Term of Lease. The terrn of the lease shall be ೦ months and shall begin 011 December 1 2020 and op t ion to extend 10 12 months 4 2 Rent. ( a ) The monthly Base Rent shall initially be $ ೦ and shall he adJuStec:I as follows P a y tw o months secu r ity deoos,t S4 800 00plus one mon th r ent S2 400 for the amount of 57 200 00 111 full o n 121112020 Base Rent s11a11 be payable. 111 advance. 011 theJ_day of each month. (bi 4 3 4 . 4 4.5 4.6 On execution of !ease. Tenant shall pay to Lan
SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2024 • Focus Universal Inc. • Industrial instruments for measurement, display, and control
The undersigned subscriber (“Subscriber”) hereby tenders this Subscription Agreement (this “Agreement”) in accordance with and subject to the terms and conditions set forth herein:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 18th, 2019 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
This Stock Purchase Agreement (this “Agreement”), dated as of March 15th, 2019, is entered into between Patrick Calderone (“Seller”) and Focus Universal, Inc., a Nevada corporation, with its principal offices located at 2311 East Locust Street, Ontario, California 91761 (“Buyer”).
LOAN AGREEMENTLoan Agreement • March 23rd, 2021 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
For value received, the undersigned Focus Universal, Inc., a Nevada corporation("Borrower"), promises to pay to the order of Golden Sunrise Investment LLC ("Lender"), at 22443 Ridge Line Rd Diamond Bar CA 91765 (or at such other place as the Lender may designate in writing), and Lender agrees to lend to the Borrower, the sum of One Million Five Hundred Thousand dollars ($1,500,000.00) with interest thereon from the date the loan is funded, on the unpaid principal at the rate of 10% per annul fixed until the date it is due.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2023 • Focus Universal Inc. • Industrial instruments for measurement, display, and control
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) dated and effective on August 10, 2022, is effective immediately as of July 14, 2023, by and between Steven Lu, an individual residing at 21066 Willow Heights Drive, Diamond Bar, CA 91765 (the “Seller”) and Hong Dong residing at 21066 Willow Heights Drive, Diamond Bar, CA 91765 (also the “Seller” and collectively “Sellers”) and Focus Universal Inc., a Nevada corporation (the “Purchaser” or the “Company”) (with both Purchaser and Seller being the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • March 18th, 2019 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
This Consulting Agreement (“Agreement”) is entered into effective as of March 15th, 2019 by and between Focus Universal, Inc. (the “Company”) and Patrick Calderone (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
LOAN AGREEMENTLoan Agreement • April 1st, 2024 • Focus Universal Inc. • Industrial instruments for measurement, display, and control • California
TERM. The total amount of the Borrowed Money, including principal and interest, shall be in twelve payments, due and payable beginning on 2/4/2024.
MASTER REVOLVING NOTEMaster Revolving Note • July 28th, 2015 • Focus Universal Inc. • Services-advertising
On the Maturity Date, stated above, for value received, Focus Universal, Inc., a Nevada corporation (“Borrower”), promises to pay, to the order of Perfecular, Inc. or its assigns (“Lender”), at a place designated by the Lender in the State of Nevada, the sum of all Advances (as defined below) up to the principal amount of ONE MILLION DOLLARS ($1,000,000.00), or so much of said sum as has been advanced and is then outstanding hereunder, together with interest thereon as hereafter set forth.
