ContractConvertible Promissory Note • March 15th, 2019 • Carrier EQ, Inc. • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND IN EACH CASE SUBJECT TO THE TRANSFERABILITY RESTRICTIONS SET FORTH IN SECTION 8 BELOW.
Client Service Level AgreementClient Service Level Agreement • March 15th, 2019 • Carrier EQ, Inc.
CarrierEQ, Inc. (d/b/a AirFox)Additional Rights Letter Agreement • March 15th, 2019 • Carrier EQ, Inc. • Delaware
FORM OF CARRIEREQ, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 15th, 2019 • Carrier EQ, Inc.
THIS STOCKHOLDERS AGREEMENT (as it may be amended, supplemented or restated, this “Agreement”) is entered into as of _____, 20[__], by and among CarrierEQ, Inc., a Delaware corporation (the “Corporation”), Via Varejo S.A. (“Via Varejo”), those individuals and entities identified on Exhibit A hereto, and each individual or entity who from time to time enters into a counterpart to this Agreement agreeing to be bound by this Agreement (Via Varejo and each such individual or entity being referred to herein, individually, as “Stockholder” and, collectively, as “Stockholders”).
FIRST AMENDMENT TO THE CONVERTIBLE NOTE PURCHASE AND CALL OPTION AGREEMENTConvertible Note Purchase and Call Option Agreement • July 8th, 2019 • CarrierEQ, Inc. /DE • Services-prepackaged software • Delaware
This First Amendment to the Convertible Note Purchase and Call Option Agreement (and together with all Exhibits and other attachments hereto, this “Amendment”) is entered into as of June __, 2019 by and among (i) CarrierEQ, Inc., a Delaware corporation d/b/a Airfox (the “Company”), (ii) Via Varejo S/A, a corporation organized under the laws of the Federative Republic of Brazil (“Purchaser”), and (iii) those stockholders of the Company listed on the signature pages hereof and (iv) those stockholders of the Company listed on the signature pages hereof, as well as any stockholder of the Company who signs a joinder to this Amendment after the date hereof, pursuant to which such stockholder agrees to be treated as a Stockholder for all purposes under this Amendment, which stockholder shall automatically become a party to this Agreement upon execution thereof (collectively, the “Stockholders” and each, a “Stockholder”). The Company, Purchaser and the Stockholders are sometimes referred to he
CARRIEREQ, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 15th, 2019 • Carrier EQ, Inc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of July 15, 2016, by and among CarrierEQ, Inc. (d/b/a AirFox), a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Key Holders”).
July 15, 2016Management Rights Agreement • March 15th, 2019 • Carrier EQ, Inc.
This letter will confirm our agreement that pursuant to and effective as of your purchase of shares of the Series One Preferred Stock of CarrierEQ, Inc. (d/b/a AirFox) (the “Company”), Project 11 Ventures I, L.P. (the “Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:
First Amendment to the Services AgreementServices Agreement • July 8th, 2019 • CarrierEQ, Inc. /DE • Services-prepackaged software
Via Varejo S.A., a corporation duly incorporated and validly existing under the laws of the Federative Republic of Brazil (“Brazil”), headquartered in the City of São Caetano do Sul, State of São Paulo, at Rua Samuel Klein No. 83, Centro, Zip Code 09.520-010, enrolled at the Corporate Taxpayer Registry of the Ministry of Finance (“CNPJ/MF”) under No. 33.041.260/0652-90 (hereinafter referred to as “Client”);
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 15th, 2019 • Carrier EQ, Inc. • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of [_________ __], 20[__] by and among Via Varejo S.A., a Brazilian corporation (“Buyer”), CarrierEQ, Inc. d/b/a Airfox, a Delaware corporation (the “Company”), the Persons (as defined below) listed under the heading “Sellers” on the counterpart signature pages hereto (each, a “Seller” and, collectively, “Sellers”), and Victor Santos, in his capacity as representative of Sellers (“Sellers’ Representative” and, collectively with Buyer, the Company and Sellers, the “Parties”).
PROBATION LABOR CONTRACTProbation Labor Contract • May 27th, 2021 • Carrier EQ, LLC • Services-prepackaged software • São Paulo
BANQI INSTITUIÇÃO DE PAGAMENTO LTDA., a legal entity governed by private law, with an office and headquarters at Rua Butantã, No. 194, 4th floor, Pinheiros, São Paulo - SP, enrolled with the CNPJ/MF under No. 30.723.871/0001-02, hereinafter referred to as the Employer, and
Airfox Service Level AgreementService Level Agreement • March 15th, 2019 • Carrier EQ, Inc.
