NEWSBEAT SOCIAL, INC. COMMON STOCK PURCHASE WARRANTNewsBeat Social, Inc. • July 8th, 2016 • Services-amusement & recreation services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC 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 date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from NewsBeat Social, Inc., a Delaware 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).
NEWSBEAT SOCIAL, INC. Minimum: 200,000 Shares of Common Stock Maximum: 10,000,000 Shares of Common Stock $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2016 • NewsBeat Social, Inc. • Services-amusement & recreation services • New York
NewsBeat Social, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of 200,000 shares and up to a maximum of 10,000,000 shares of its common stock, $0.0001 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriter (the “Underwriter”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW SERVICES AGREEMENTEscrow Services Agreement • July 8th, 2016 • NewsBeat Social, Inc. • Services-amusement & recreation services • New York
This Escrow Services Agreement (this “Agreement”) is made and entered into as of [●], 2016, by and between FundAmerica Securities, LLC (“FundAmerica Securities”, or “Escrow Agent”), NewsBeat Social, Inc. (“Issuer”), and W.R. Hambrecht + Co., LLC (“Hambrecht”).
NewsBeat Social Executive Employment AgreementSocial Executive Employment Agreement • June 10th, 2016 • NewsBeat Social, Inc. • Services-amusement & recreation services • Oregon
This Employment Agreement (“Agreement”) is between NewsBeat Social Inc., a Delaware corporation ("NewsBeat") and Stanley W. Fields (the "Executive"). Each of NewsBeat and Executive are referred to as a “Party” and collectively, as the “Parties”.
MEMORANDUM OF ASSET PURCHASE AND SALE AGREEMENTMemorandum of Asset Purchase and Sale Agreement • June 10th, 2016 • NewsBeat Social, Inc. • Services-amusement & recreation services • Oregon
MEMORANDUM OF ASSET PURCHASE AND SALE AGREEMENT (this “Memorandum”), dated this 17th day of November, 2015, by and between NEWSBEAT SOCIAL, INC., a Delaware corporation authorized to conduct business in Oregon and having its principal place of business at 3123 NW Industrial Street, Portland, Oregon 97210 (“Buyer”) and ALLSAY, INC., a Delaware corporation having its principal place of business at 10782 Wellworth Boulevard, Los Angeles, California 90024 (“Seller”).
SUBSCRIPTION AGREEMENT Common Stock In NewsBeat Social, Inc.Subscription Agreement • June 10th, 2016 • NewsBeat Social, Inc. • Services-amusement & recreation services • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.0001 par value per share (the "Shares"), to be issued by NewsBeat Social, Inc., a Delaware corporation (the "Company"), for a purchase price of $_______ per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2016 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
E-Check Authorization Agreement IMPORTANT: Please read before completing, signing and submitting. Direct Payment via ACH is a transfer of funds from (or to) a bank account for the purposes of making a payment.Subscription Agreement • May 12th, 2017 • United News International, Inc. • Services-amusement & recreation services • Delaware
ContractNewsBeat Social, Inc. • July 8th, 2016 • Services-amusement & recreation services • Oregon
THIS NOTE HAS NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE, NOR ANY INTEREST THEREIN, MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH QUALIFICATIONS AS MAY BE REQUIRED UNDER SUCH LAWS, OR EXEMPTIONS FROM SUCH REGISTRATION AND FROM ANY SUCH QUALIFICATIONS WHICH, IN THE OPINION OF COUNSEL (SUCH COUNSEL AND OPINION BEING REASONABLY SATISFACTORY TO MAKER), ARE AVAILABLE.
