SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2023 • Vemanti Group, Inc. • Finance services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 9, 2023, by and between VEMANTI GROUP, INC., a Nevada corporation, with headquarters located at 7545 Irvine Center Dr., Ste 200, Irvine, CA 92618 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2024 • Vemanti Group, Inc. • Finance services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 1, 2024, is made and entered into by and among (i) Vemanti Group, Inc., a Nevada corporation, (the “Company”), (ii) Mr. Tan Tran, as the sole holder of the Company’s Series A Preferred Stock (the “Company Preferred Shareholder”), (iii) VinHMS Pte. Ltd., a Singapore private company limited by shares (the “Seller”) and (iv) the shareholders of VinHMS (the “Shareholders” and, together with the Company Preferred Shareholder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and individually, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below). The Company, the Company Preferred Shareholder, the Seller and the Shareholders are collectively referred to herein as the “Parties” and individually as a “Party.”
ContractConvertible Note Agreement • April 9th, 2021 • Vemanti Group, Inc. • California
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
COMMON STOCK PURCHASE WARRANT VEMANTI GROUP, INC.Security Agreement • May 15th, 2023 • Vemanti Group, Inc. • Finance services • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior promissory note in the principal amount of $162,750.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities 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 VEMANTI GROUP, INC., a Nevada corporation (the “Company”), 350,000 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 May 9, 2023, by and among t
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 5th, 2024 • Vemanti Group, Inc. • Finance services • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of April 1, 2024, by and among Vemanti Group, Inc., a Nevada corporation (the “Company”), Mr. Tan Tran, the sole holder of the Company’s Series A Preferred Stock (as defined herein) (the “Company Preferred Shareholder”), VinHMS Pte. Ltd., a Singapore private company limited by shares (the “Seller”), and the shareholders of the Seller listed on Schedule A-1 attached hereto (collectively, the “Shareholders”). The Company, the Company Shareholder, the Seller and the Shareholders are collectively referred to herein as the “Parties” and individually as a “Party.”
VEMANTI GROUP, INC. LOCK-UP AGREEMENTLock-Up Agreement • April 5th, 2024 • Vemanti Group, Inc. • Finance services
This Lock-up Agreement (this “Agreement”) is dated as of April 1, 2024 by and among Vemanti Group Inc., a Nevada corporation (the “Company”), Mr. Tan Tran, the sole holder of the Company’s Series A Preferred Stock (the “Company Preferred Shareholder”), VinHMS Pte. Ltd., a Singapore private company limited by shares (the “Seller”), and the shareholders of VinHMS (the “Shareholders”). The Company, the Company Preferred Shareholder, and the Shareholders are collectively referred to herein as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Share Exchange Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • April 9th, 2021 • Vemanti Group, Inc. • Nevada
This Contribution Contribution Agreement (the “Agreement”) is made and entered into as of the third day of April, 2014, between Vermanti Group, Inc., a Nevada corporation (“Contributee”) and Tan Tran (“Contributor”) concerning the contribution to the Contributee of 100% of the issued and outstanding LLC Interests of and VoiceStep Telecom LLC, organized under the laws of California (“Company”) owned by Contributor, with Contributee and Contributor collectively referred to as “Parties.”
CHOPP, INC. KISS CANCELLATION AGREEMENTKiss Cancellation Agreement • April 9th, 2021 • Vemanti Group, Inc. • Delaware
This KISS Cancellation Agreement (the “Agreement”) is made and entered into as of June 27th, 2019 (“Effective Date”), by and between Chopp, Inc, a Delaware corporation (the “Company”), and VEMANTI GROUP, INC. (the “Investor”).
August 06, 2021 Tan Tran AND Vemanti Group, Inc.Loan Agreement • August 12th, 2021 • Vemanti Group, Inc. • Communications services, nec • California
VEMANTI GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2024 • Vemanti Group, Inc. • Finance services • California
This Employment Agreement (this “Agreement”) is made and entered into as of April 1, 2024 (the “Effective Time”), by and between Mr. Nguyễn Văn Hoàng (the “Employee”) and Vemanti Group, Inc., a Nevada corporation (the “Company”).
As of April 1, 2024 To: Vemanti Group Inc., c/o Tan TranShare Exchange Agreement • April 5th, 2024 • Vemanti Group, Inc. • Finance services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 24th, 2023 • Vemanti Group, Inc. • Finance services • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 18, 2023, by and among Benjamin Liu, with an address at [redacted] and James Sun, with an address at [redacted] (each a “Seller” and, collectively, the “Sellers”), and the Vemanti Group, Inc., a Nevada corporation, with an address at 7545 Irvine Center Drive, Suite 200, Irvine, CA 92618, United States (the “Purchaser”).
ContractLLC Membership Interest Transfer Agreement • April 5th, 2024 • Vemanti Group, Inc. • Finance services • California
THIS LLC MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is entered into as of April 1, 2024, by and between Vemanti Group, Inc., a Nevada corporation (the “Company”) and Mr. Tan Tran, a resident of California. (“Mr. Tran”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2023 • Vemanti Group, Inc. • Finance services • Washington
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of ________ (the “Effective Date”), by and between [_______] (the “Executive”) and DevBlock Technologies, Inc., a Delaware corporation (the “Company”).
VEMANTI GROUP, INC. EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • March 17th, 2022 • Vemanti Group, Inc. • Finance services • California
Equity Commitment Agreement (this “Agreement”) is entered into as of March 11, 2022 (the “Execution Date”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”), and Alpha Sigma Capital Fund LP, a Delaware corporation (the “Investor”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 6th, 2023 • Vemanti Group, Inc. • Finance services
AMENDMENT, effective as of July 1, 2023 (this “Amendment”), to the Stock Purchase Agreement, dated as of April 18, 2023, (the “Stock Purchase Agreement”), by and among Benjamin Liu, James Sun, and the Vemanti Group, Inc., a Nevada corporation (each a “Party”, and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.
OUTSIDE THE BOX CAPITAL INC. Oakville ON L6H 4V4 CanadaMarketing Services Agreement • May 28th, 2024 • Vemanti Group, Inc. • Finance services • Nevada
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to Vemanti Group, Inc. (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
SERVICE AGREEMENTService Agreement • April 9th, 2021 • Vemanti Group, Inc.
This Service Agreement (“Agreement”) is made this _______ day of _______________, 20____ between VOICESTEP TELECOM, LLC (“VoiceStep”), a California corporation, with offices at 7545 Irvine Center Drive Suite 200, CA 92618, and _________________________________________ (“Customer”). This document constitute the agreement (“Agreement”) between VoiceStep Telecom, LLC (“we,” “us” or “VoiceStep”) and the user (“you,” “user” or “Customer”) of VoiceStep’s VoIP communications services and any related products or services (“Service”). VoiceStep and Customer may be collectively referred to as the “Parties”. This Agreement governs both the Service and any devices, such as a Gateway, IP phone, Analog Telephone Adapter or any other IP connection device, (“Device” or “Equipment”) used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understood, and you agree, to the terms and conditions of this Agreement, and you represent that you are of legal age t
Form of Incentive Stock Option AgreementIncentive Stock Option Agreement • April 24th, 2023 • Vemanti Group, Inc. • Finance services • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of _____, 2023 by and between by Vemanti Group, Inc., a Nevada Corporation (the “Company”) and [____] (the “Optionee”). This Agreement provides you with the right to purchase the number of shares of Common Stock of the Company at the times and on the terms set forth below.
AMENDMENT #1 TO THE SENIOR PROMISSORY NOTE ISSUED ON MAY 9, 2023Senior Promissory Note • May 28th, 2024 • Vemanti Group, Inc. • Finance services
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of [ ], 2024 (the “Effective Date”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 17th, 2022 • Vemanti Group, Inc. • Finance services • Nevada
This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of the 16th day of June 2022, by and between Vemanti Group, Inc., a Nevada corporation ("Vemanti"), and Fvndit, Inc., a Nevada corporation ("Fvndit").
AMENDMENT #2 TO THE SENIOR PROMISSORY NOTE ISSUED ON MAY 9, 2023Senior Promissory Note • May 28th, 2024 • Vemanti Group, Inc. • Finance services
THIS AMENDMENT #2 to the Note (as defined below) (the “Amendment”) is entered into as of [ ], 2024 (the “Effective Date”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
VARIATION AGREEMENTVariation Agreement • June 2nd, 2023 • Vemanti Group, Inc. • Finance services
This Variation Agreement (“Variation Agreement”) incorporates all terms and conditions of the Framework Agreement No. ON214958 (“Framework Agreement”) and Schedule ON214958 dated 28 February 2023 (“Schedule ON214958”) and is entered into between:
