SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation, with headquarters located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 23, 2019, by and between UBID HOLDINGS, INC, a Delaware corporation, with its address at Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100, Norcross, Georgia 30093 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (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 securities 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”).
COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Common Stock Purchase Warrant • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EROP Capital LLC (including any permitted and registered assigns, the “Holder”), are 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 uBid Holdings, Inc., a Delaware corporation (the “Company”), up to 33,333 shares of Common Stock (as defined below) (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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 7th, 2023 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
This Executive Employment Agreement (this “Agreement”) is amended as of the 1st day of May 2022 by and between RDE, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”).
OFFERING LISTING AGREEMENTOffering Listing Agreement • March 19th, 2021 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This Offering Listing Agreement (this “Agreement”) is effective as of March 19, 2021 (the “Effective Date”) by and among RDE, Inc., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018Agreement and Plan of Merger • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23, 2018, is entered into by and between Incumaker, Inc., a Delaware corporation (the “Company”), and uBid Holdings, Inc., a Delaware corporation (“UBID”), that hereby agree as follows:
SECURITY AGREEMENTSecurity Agreement • November 4th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECURITY AGREEMENT (this “Agreement"), is entered into as of November 12, 2018, by and among SkyAuction.com, Inc., a Delaware corporation (the "Guarantor"), and the Michael Hering as Shareholder Representative (as defined in the Merger Agreement, (the "Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Agreement and Plan of Merger (the “Merger Agreement”), that certain Secured Promissory Note (the “Note”), and that certain Secured Unconditional Guaranty (“Guaranty”), entered into by and between Guarantor, the Secured Party, and Incumaker of even date herewith.
UNCONDITIONAL SECURED GUARANTYRDE, Inc. • November 4th, 2020 • Retail-catalog & mail-order houses • New Jersey
THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement) (“Payee").
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018The Securities Purchase Agreement • October 1st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses
THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incumaker, Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASEConsent and Agreement • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), individually, and in his capacity as the representative (the “Shareholder Representative”) for certain former SkyAuction shareholders identified in the Merger Agreement (defined below) and Salvatore Esposito (“Esposito”). uBid Holdings, SkyAuction, Esposito, Hering and the Shareholder Representative are hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.
PROMISSORY NOTEMerger Agreement • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
THIS PROMISSORY NOTE ( is entered into as of the date set forth above between Incumaker, Inc., a Delaware corporation located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Maker”), and Michael Hering as the Shareholder Representative (as defined in the Merger Agreement) (“Holder”).
RDE, INC., as ISSUER and [_], as INDENTURE TRUSTEE INDENTURE Dated as of [_]Indenture • October 7th, 2024 • RDE, Inc. • Retail-catalog & mail-order houses • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 12, 2018 AMONG INCUMAKER, INC., a Delaware corporation, SA.COM ACQUISITION CORP., a Delaware corporation and SKYAUCTION.COM, INC., a Delaware corporation MERGER AGREEMENTAgreement and Plan of Merger • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2018 (this “Agreement”), by and among INCUMAKER, INC., a Delaware corporation with executive offices located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Incumaker”), SA.COM ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Incumaker (“SAC”), SkyAUCTION.COM, INC., a Delaware corporation with executive offices located at 241 North Avenue West, Westfield, New Jersey 07090 (“Sky”), and Michael Hering (“Hering”), as the Shareholder Representative (as defined hereinafter) of the sky shareholders set forth on Exhibit B attached hereto (“Sky Shareholders”). Sky, in its capacity as the surviving corporation, is hereinafter sometimes referred to as the “Surviving Corporation,” and SAC and Sky are hereinafter sometimes referred to as the “Constituent Corporations” and all of the aforesaid parties hereinafter jointly referred to as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 31, 2022 by and among (i) RDE, Inc., a Delaware corporation (“RDE”), (ii) GameIQ Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of RDE (“Merger Sub”), and (iii) GameIQ, Inc., a California corporation (“GameIQ”). RDE, Merger Sub and GameIQ are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
LEAKOUT AGREEMENTLeakout Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Leakout Agreement (this “Agreement”) is entered into this 7th day of May 2020, between uBid Holdings, Inc. (the “Company”) and EROP Capital LLC (the “Stockholder”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 22nd, 2023 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of the ___ day of ____________ 2023 by and between CardCash Exchange, Inc., a Delaware corporation (the “Company”), and Elliot Bohm, a natural person, residing in the State of New Jersey (“Executive”).
SALES MARKETING AGREEMENTSales Marketing Agreement • October 22nd, 2020 • RDE, Inc. • Retail-catalog & mail-order houses
THIS AGREEMENT is dated the EFFECTIVE DATE below and is BY AND BETWEEN: SkyAuction.com, Inc., “Sky,” and Restaurant.com, Inc., “RDC” each a “Party,” and is joined in by “uBid” below, and collectively the “Parties”). This Agreement is effective as of July 1, 2020. The Parties agrees as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
At-The-Market Issuance Sales AgreementCommon Stock • October 25th, 2024 • RDE, Inc. • Retail-catalog & mail-order houses • New York
RDE, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • August 22nd, 2023 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 18, 2023 among RDE, Inc., a Delaware corporation (“RDE”), CardCash Acquisition Corp., a Delaware corporation (“Merger Sub”), CardCash Exchange, Inc., a Delaware corporation (“CardCash” or the “Company”), and Elliot Bohm, solely in his capacity as Stockholder Representative (the “Stockholder Representative”). RDE, Merger Sub, and CardCash are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Order Form No. 5RDE, Inc. • March 7th, 2023 • Retail-catalog & mail-order houses
This “Order Form” is incorporated by reference to the Supplier Agreement between (xxxxxxxxxxxxxxxx) (“xxxxxxxx”) and Restaurant.com, Inc. (“Company”), dated as of December 20, 2016, as amended (collectively, the “Agreement”), and constitutes a binding agreement between (xxxxxxxx) and Company. By signing below, including signing electronically, (xxxxxxxx) and Company indicate that they have read, accepted, and agreed to the Agreement on behalf of, and as an authorized representative of, (xxxxxxxx) and Company respectively. This Order Form becomes effective between (xxxxxxxx) and Company as of the date signed by (xxxxxxxx) (“Order Form Effective Date”).
COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Common Stock Purchase Warrant • June 13th, 2019 • Incumaker, Inc. • Georgia
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ER Opportunity Fund, LP (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 for the Exercise Period (defined below), to purchase from uBid Holdings, Inc. (the “Company”) 5,000,000 shares of Common Stock (as defined below) (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 in connection with the conversion of $132,000 in principal and accrued but unpaid interest of six convertible notes issued by the Company which are held by the Holder.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 22nd, 2023 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of the ___ day of ____________ 2023 by and between CardCash Exchange, Inc., a Delaware corporation (the “Company”), and Marc Ackerman, a natural person, residing in the State of New Jersey (“Executive”).
