REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2022 • Grove, Inc. • Medicinal chemicals & botanical products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2022, by and between Grove, Inc., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).
GROVE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • New York
The undersigned, Grove, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2022 • Grove, Inc. • Medicinal chemicals & botanical products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 28, 2022, is by and among Grove, Inc., a Nevada corporation with offices located at 17129 US Hwy 19 N., Clearwater, Florida 33760 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Upexi, Inc.Security Agreement • May 15th, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____] or his, her 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 November 8, 2023 (the “Initial Exercise Date”)1 and on or prior to 5:00 p.m. (New York City time) on May 16, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Upexi, Inc., a Nevada 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). This Warrant is being issued pursuant to that certain Placement Agency Agreement, dated as of May 12, 2023, by and among A.G.P./Alliance Global Partners, Paulson Investment Company, LLC and the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2023, between Upexi, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of February 1, 2021 (the "Effective Date"), between Grove Inc., a Nevada Corporation, whose principal place of business is 1710 Whitney Mesa Drive, Henderson NV 89014 (the "Company" or "Employer") and Andrew J. Norstrud, an individual whose address is in Tampa, Florida. (the "Executive").
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 21st, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Florida
This Amended and Restated Executive Employment Agreement (this “Agreement”) is made as of October 19, 2021 by INTERACTIVE OFFERS, LLC, a Delaware limited liability company (the “Company”), and Wesley De Souza, an individual resident of Boca Raton, FL (the “Executive”).
ContractPlacement Agency Agreement • May 15th, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products • New York
This letter agreement (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners and Paulson Investment Company, LLC, as co-lead placement agents (each a “Placement Agent” and collectively the “Placement Agents”), and Upexi, Inc., a Nevada corporation (the “Company”), that the Placement Agents shall serve as the exclusive lead co-placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the Company’s shares of common stock, par value $0.001 per share (“Common Stock”). The shares of Common Stock actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities.” The shares of Common Stock shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-266000), which was declared effective by the Securities and Exchange Commission (the “Commission”) on July 12, 2022. This Agreement and the documents executed and delivered by
LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 15th, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products • Nevada
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 26, 2022 (the “Effective Date”), is by and among Upexi, Inc., a Nevada corporation (the “Seller”), Bloomios, Inc., a Nevada corporation (“Bloomios”) and Infused Confections LLC, a Wyoming limited liability company (the “Buyer”), which company is the wholly-owned subsidiary of Bloomios (the “Agreement”). Each of Seller, Bloomios and Buyer may be hereinafter referred to as a “Party” and, collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
This Securities Purchase Agreement (this “Agreement”) between GROVE, INC., a Nevada corporation (the “Company”) and each Purchaser identified on the signature hereto (each including its successors and assigns (a “Purchaser”, and collectively the “Purchasers”).
GROVE, INC. NONQUALIFIED STOCK OPTION AGREEMENT (No.__)Nonqualified Stock Option Agreement • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
This Stock Option Agreement (“Agreement”) is made by and between Grove, Inc., a Nevada corporation (the “Company”) _____________ (the “Participant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2022 • Upexi, Inc. • Medicinal chemicals & botanical products • Delaware
This Asset Purchase Agreement (“Agreement”) is dated August 12, 2022, by and among Upexi Pet Products, LLC, a Delaware limited liability company (“Buyer”); Grove, Inc., a Nevada corporation (“Parent” and collectively with the Buyer, the “Buyer Parties”); GA Solutions, LLC, a Delaware limited liability company (“Seller”); Gerbert Doronin Koltan, an individual residing at Liepkalnio street 10-4; Vilnius, Lithuania 02104 (“Founder 1”); Andzej Sakevic, an individual residing at Kalvariju Street 272-67, Vilnius, Lithuania 08339 (“Founder 2” and collectively with Founder 1 and the Seller, the “Owner Parties”); and Gerbert Doronin Koltan, in the capacity of the representative of the Owner Parties (“Seller’s Representative. The Buyer, the Parent, the Seller, Founder 1, and Founder 2 are collectively referred to herein as the “Parties” and individually as a “Party”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Colorado
This Agreement and Plan of Merger, dated as of July 1, 2020 (the “Execution Date”) (including the Schedules and Exhibits hereto, this “Agreement”), is by and among Grove, Inc., a Nevada corporation (“Buyer”), Infusionz Acquisitions, LLC, a Colorado limited liability company and a wholly-owned subsidiary of Buyer (“Merger Sub”), Infusionz, LLC, a Colorado limited liability company (the “Company”), and the Members (as defined herein). Buyer, Merger Sub, the Company, and the Members are referred to collectively herein as the “Parties” and each individually as a “Party.”
Form of Representative’s Warrant Agreement]Representative’s Warrant Agreement • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE INITIAL EXERCISE DATE (DEFINED BELOW). VOID AFTER 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE (DEFINED BELOW).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
THIS SECURITIES PURCHASE AGREEMENT (hereinafter referred to as the “Agreement”), is entered into as of this 26th day of April, 2019, by and among, GROVE, INC., a Nevada corporation (the “Buyer”), STEAM DISTRIBUTION, LLC, a California limited liability company (“Steam”), HAVZ, LLC, a California limited liability company (“Havz”), ONE HIT WONDER, INC., a California corporation (“OHW”), ONE HIT WONDER HOLDINGS, LLC, a California limited liability company (“Holdings,” and together with Steam, Havz and OHW, the “Companies”) and ROBERT HACKETT and NIKOLAOS VOUDOURIS (the “Sellers”). (The Buyer, the Companies and the Sellers are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”).
AGREEMENT TO UNWIND SECURITIES PURCHASE AGREEMENTAgreement to Unwind Securities Purchase Agreement • August 5th, 2024 • Upexi, Inc. • Medicinal chemicals & botanical products • Florida
THIS AGREEMENT (the “Agreement”) is entered into on July 31, 2024 and is effective as of June 30, 2024 (the “Effective Date”), by and among Upexi, Inc., a Nevada corporation (“Upexi”), Upexi Enterprise, LLC, a Delaware limited liability company, E-Core (“Upexi Newco”), E-Core Technology, Inc. d/b/a New England Technology, Inc., a Florida corporation (“E-Core”), and E-Core Holdings LLC, a Florida limited liability company (“E-Core Newco”). Each of Upexi, Upexi Newco, E-Core Partners, E-Core, E-Core Newco are sometimes each referred to herein as a “Party” and collectively as the “Parties.
SECURITIES PURCHASE AGREEMENT by and among UPEXI, INC. UPEXI ENTERPRISE, LLC E-CORE TECHNOLOGY, INC. D/B/A NEW ENGLAND TECHNOLOGY, INC. SELLER REPRESENTATIVE NICK ROMANO AND ERIC LIMONT Dated as of October 31, 2022Securities Purchase Agreement • February 15th, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, and is deemed effective as of October 21, 2022, by and among Upexi, Inc., a Nevada corporation (“Parent”) Upexi Enterprise, LLC, a Delaware limited liability company (“Buyer”), E-Core Technology, Inc. d/b/a New England Technology, Inc., a Florida corporation (the “Company”), David Romano individually and in his capacity as Seller Representative (“Seller Representative”), Nick Romano (“Nick”), and Eric Limont (“Eric”, and together with Seller Representative and Nick, each a “Seller” and collectively the “Sellers”). The Buyer, the Sellers, and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
UPEXI, INC. 17129 US Hwy 19 N. Clearwater, FL 33760Final Agreement • October 3rd, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products
· Equity Purchase Agreement, dated April 1, 2022 (the “EPA”), by and among Upexi, Inc. (f/k/a Grove, Inc., the “Buyer”), Cygnet Online, LLC (the “Company”), and Eric Hanig (the “Seller”);
EQUITY INTEREST PURCHASE AGREEMENT BETWEEN GROVE, INC., a Nevada corporation AND GYPROCK HOLDINGS LLC, a Delaware limited liability company MFA HOLDINGS CORP., a Florida corporation and SHERWOOD VENTURES, LLC, a Texas limited liability company October...Equity Interest Purchase Agreement • October 21st, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
NOTE CONVERSION AGREEMENTNote Conversion Agreement • July 2nd, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of ___________________, 2021 by and between Grove, Inc., a Nevada corporation (the “Company”), and [_______________] (the “Subscriber”).
EQUITY INTEREST PURCHASE AGREEMENT BETWEEN AMPLIFYIR INC. a Nevada corporation (“Buyer”) AND UPEXI, INC. a Nevada corporation (“Seller”) August 31, 2023Equity Interest Purchase Agreement • September 6th, 2023 • Upexi, Inc. • Medicinal chemicals & botanical products
This Equity Interest Purchase Agreement (this "Agreement") is entered into as of August 31, 2023, by and between Amplifyir Inc., a Nevada corporation (“Buyer”), and Upexi, Inc., a Nevada corporation ("Seller"). Buyer and Seller may be referred to collectively herein as the "Parties" or, individually, as a "Party."
STOCK PURCHASE AGREEMENT between Upexi, Inc. As Selling Party And Nutra Products LLC. A Florida Corporation Santo Carollo And MFA Holdings Corp. A Florida Corporation Allan Marshall And 1000915944 Ontario Inc. Incorporated in Ontario, Canada Adam...Stock Purchase Agreement • June 17th, 2024 • Upexi, Inc. • Medicinal chemicals & botanical products • Florida
GROVE, INC. (AMENDED AND RESTATEDAS OF FEBRUARY 8, 2021) (Effective February 8, 2021)Incentive Stock Plan • April 15th, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 3rd, 2021 • Grove, Inc. • Medicinal chemicals & botanical products • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of May 3, 2021 (the "Effective Date"), between Grove, Inc., a Nevada corporation (the “Company”), Robert Hackett, an individual whose lives in Nevada (the "Executive").
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 28th, 2022 • Upexi, Inc. • Medicinal chemicals & botanical products • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022, by and among Grove, Inc., a Nevada corporation (“Buyer”), Cygnet Online, LLC, a Deleware limited liability company (the “Company”), and Eric Hanig (the “Seller”). The Buyer, the Seller, and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
