UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F....Underwriting Agreement • July 12th, 2023 • Janover Inc. • Loan brokers • New York
EXHIBIT A Form of Representatives’ Warrant AgreementJanover Inc. • July 14th, 2023 • Loan brokers • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [Spartan CAPITAL SECURITIES, LLC][R.F. Lafferty & CO., INC.] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [Spartan CAPITAL SECURITIES, LLC][R.F. Lafferty & CO., INC.] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
EXHIBIT A Form of Representatives’ Warrant AgreementCommon Stock Purchase Warrant • July 28th, 2023 • Janover Inc. • Loan brokers • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) Spartan CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF Spartan CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and As representatives of the several underwriters UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and As representatives of the several...Underwriting Agreement • July 28th, 2023 • Janover Inc. • Loan brokers • New York
Janover Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC and R.F. Lafferty & Co. Inc., (together, the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2023 • Janover Inc. • Loan brokers • Florida
This Employment Agreement, dated as of September 7, 2023 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Bruce Rosenbloom (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
FORM OF PRE-FUNDED WARRANT JANOVER INC.Janover Inc. • August 6th, 2024 • Loan brokers • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ 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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Janover 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).
AT THE MARKET OFFERING AGREEMENTThe Market Offering Agreement • August 1st, 2024 • Janover Inc. • Loan brokers • New York
Janover Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2023 • Janover Inc. • Loan brokers • Delaware
This Securities Purchase Agreement (the “Agreement”) is made and entered into as of April 11, 2023, by and among Janover, Inc., a Delaware corporation (the “Company”), and Sachem Capital Corp., a New York corporation (the “Investor” and together with the Company, the “Parties” and individually, a “Party”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 6th, 2024 • Janover Inc. • Loan brokers • New York
Assignment and Assumption AgreementAssignment and Assumption Agreement • November 22nd, 2023 • Janover Inc. • Loan brokers • New York
This Assignment and Assumption Agreement (this “Agreement”), effective as of November 17, 2023 (the “Effective Date”), is by and between Groundbreaker Technologies Inc., a Delaware corporation (the “Seller”), and Groundbreaker Tech Inc., a Delaware corporation (“Buyer”).
ASSET PURCHASE AGREEMENT by and among GROUNDBREAKER TECHNOLOGIES INC., JAKE MARMULSTEIN, GROUNDREAKER TECH INC. and JANOVER INC. dated as of November 17, 2023 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 22nd, 2023 • Janover Inc. • Loan brokers • New York
This Asset Purchase Agreement (this “Agreement”), dated as of November 17, 2023, is entered into by and among Groundbreaker Technologies Inc., a Delaware corporation (“Seller”), Jake Marmulstein, a stockholder of the Seller (the “Stockholder”), Groundbreaker Tech Inc., a Delaware corporation (“Buyer”), and Janover Inc., a Delaware corporation and 100% owner of the Buyer (“Janover” or “Parent”). Seller, Stockholder, Buyer, and Janover shall hereinafter be referred to as the “Party” or “Parties.” Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Appendix A.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • November 22nd, 2023 • Janover Inc. • Loan brokers • New York
This Intellectual Property Assignment Agreement (this “IP Assignment”), dated as of November 17, 2023, is entered into by and between Groundbreaker Technologies Inc., a Delaware corporation (“Assignor”) and Groundbreaker Tech Inc., a Delaware corporation (“Assignee”).
LOCK UP/LEAK-OUT AGREEMENTLeak-Out Agreement • November 22nd, 2023 • Janover Inc. • Loan brokers • New York
THIS LOCK UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of November 17, 2023 (the “Effective Date”), by and between Groundbreaker Tech Inc., a Delaware corporation (“Buyer”), Janover Inc., a Delaware corporation and owner of the 100% share capital of the Buyer (the “Parent”), and the party whose signature appears on the signature page to this Agreement.
