UNCOMMON GIVING CORPORATION STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation • Arizona
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of June 25, 2020 (the “Effective Date”) and is entered into by and between Ron Baldwin (“Executive”) and Uncommon Giving Corporation (the “Company”). The Company and Executive shall each be referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware
This LICENSE AGREEMENT (this "Agreement") is entered into as of May 15, 2020 (the "Effective Date"), by and between UGIV, LLC, a Delaware limited liability company, having a principal place of business at 7033 E. Greenway Parkway, Suite 110, Scottsdale, AZ 85254 ("UGIV") and Uncommon Charitable Impact, Inc., an Arizona nonprofit corporation, having a principal place of business at 14747 N. Northsight Blvd., Suite 111-471, Scottsdale, AZ 85260 ("UCI") (each referred to individually as a "Party", and collectively as the "Parties").
April 23, 2020 Mr. Ron BaldwinIndemnification Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 11th, 2022 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2022, is entered into by and among UNCOMMON GIVING CORPORATION, a Delaware corporation (“UGC”), UGIV, LLC, a Delaware limited liability company (“UGIV”), UNCOMMON WORKPLACE, LLC, a Delaware limited liability company (“UW”; and together with UGC and UGIV, each a “Seller” and collectively, the “Sellers”) and UGC Holdings, Inc., a Delaware corporation (”Buyer”). The undersigned Key Holders join this Agreement for the limited purpose of acknowledging their obligations under Section 6.07 hereof.
Client (incl. address and registration Uncommon Giving CorporationMaster Services Provider Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation • New York
This Master Services Provider Agreement (the "Master Agreement", "Agreement" or "MSA") is made and entered into as of June 30th, 2020 ("Effective Date") between InvestCloud Inc. ("Vendor"), a Delaware registered Corporation and Uncommon Giving Corporation, ("Client"). Vendor, on the one hand, and Client, on the other hand, are each referred to in this MSA as a "party" and collectively as the "parties".
Broker-Dealer AgreementBroker-Dealer Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation
This agreement (together with exhibits and schedules, the "Agreement") is entered into by and between Uncommon Giving Corporation, a Delaware corporation ("Client"), and Dalmore Group, LLC, a New York limited liability company ("Dalmore"). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of June 25, 2020 (the "Effective Date"):
MASTER SERVICES AGREEMENTMaster Services Agreement • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware
This MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of May 15, 2020 (the "Effective Date"), by and between UGIV, LLC, a Delaware limited liability company, having a principal place of business at 7033 E. Greenway Parkway, Suite 110, Scottsdale, AZ 85254 ("UGIV") and Uncommon Charitable Impact, Inc., an Arizona nonprofit corporation, having a principal place of business at 14747 N. Northsight Blvd., Suite 111-471, Scottsdale, AZ 85260 ("UCI") (each referred to individually as a "Party", and collectively as the "Parties").
ADDENDUM TO BUSINESS LOAN AGREEMENT AND PROMISSORY NOTEBusiness Loan Agreement and Promissory Note • February 12th, 2021 • Uncommon Giving Corp • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGER BETWEEN UG, LLC AND UNCOMMON GIVING CORPORATIONMerger Agreement • March 11th, 2022 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2022 (this “Agreement”), is between UG, LLC, a Delaware limited liability company (the “LLC”), and Uncommon Giving Corporation, a Delaware corporation (the “Corporation”).
UGC HOLDINGS, INC. STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • March 11th, 2022 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made by and between UGC HOLDINGS, INC. a Delaware Corporation (the “Company”), and UG, LLC, a Delaware limited liability company (successor by merger to Uncommon Giving Corproration), (“UGC”) as of March 4, 2022 (the “Effective Date”) .
STOCKHOLDER AGREEMENT UGC Holdings, Inc.Stockholder Agreement • March 11th, 2022 • Uncommon Giving Corp • Services-computer processing & data preparation • Delaware
This Stockholder Agreement (this “Agreement”) is made as of March 4, 2022, by and among UGC Holdings, Inc. a Delaware corporation (“Company”), and the persons whose names and addresses appear under the heading “Stockholders” on the signature pages hereto (individually, a “Stockholder,” and collectively, the “Stockholders”).
