Crush Capital Inc. Sample Contracts

Broker-Dealer Agreement
Broker-Dealer Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Crush Capital, Inc. (“Client”), a Delaware Corporation, 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 May 27, 2020 (the “Effective Date”):

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SERIES A-1 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2021 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

This SERIES A-1 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of June 14, 2021, by and among Crush Capital Inc., a Delaware corporation (the “Company”) and the shareholders listed on Schedule A hereto (the “Investors”).

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • June 28th, 2021 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

This Amended and Restated Warrant Agreement (the “Agreement”) is made as of June 21, 2021 (the “Effective Date”), between Crush Capital, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 13th, 2022 • Crush Capital Inc. • Services-motion picture & video tape production

This Executive Employment Agreement (this “Agreement”) is entered into as of May 3, 2022 between Crush Capital, Inc., a Delaware corporation (the “Company”), and Vinny DiDonato (“you”). If you accept this offer, your employment will begin on June 1, 2022 (the “Effective Date”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 10th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

MASTER SERVICES AGREEMENT
Master Services Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • California

This Master Services Agreement (the “Agreement”) is entered into as of May 25, 2020 (the “Effective Date”) between Crush Capital Inc. (“Client”) and Issuance, Inc. (“Consultant”). Client and Consultant each may be referred to herein as a “Party” or collectively, the “Parties.”

VOTING AGREEMENT
Voting Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

This Voting Agreement (the “Agreement”) is made and entered into as of May 4, 2020, by and among Crush Capital, Inc., a Delaware corporation (the “Company”), and the Todd Goldberg and Darren Marble (each, a “Key Holder” and collectively, the “Key Holders”).

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • January 12th, 2022 • Crush Capital Inc. • Services-motion picture & video tape production • New York

THIS STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2022, between CRUSH CAPITAL, INC., a Delaware corporation (“Crush”), and Dalmore Group, LLC, a New York limited liability company (“Dalmore”) (Crush and Dalmore, each a “Party” and together, the “Parties”).

FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • California

This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of May 4, 2020 by and among Crush Capital Inc., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”) listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Stock”) listed on Exhibit B attached hereto (each an “Investor” and together, the “Investors”). Each Common Holder is the beneficial owner of the number of shares of Common Stock set forth opposite his or her name on Schedule A attached hereto.

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of May 4, 2020, by and among Crush Capital Inc., a Delaware corporation (the “Company”) and the shareholders listed on Schedule A hereto (the “Investors”).

MASTER PRODUCTION SERVICES AGREEMENT
Master Production Services Agreement • June 28th, 2021 • Crush Capital Inc. • Services-motion picture & video tape production • California

THIS MASTER PRODUCTION SERVICES AGREEMENT (“Agreement”) is effective as of August 7, 2020 (the “Effective Date”) by and between INE Entertainment, LLC a California limited liability company, with offices located at 13949 Ventura Blvd., Sherman Oaks, CA 91423, eric@ineentertainment.com (“Production Partner”) and Crush Capital Inc. a Delaware corporation, with offices located at Spring Place, 9800 Wilshire Blvd., Beverly Hills, CA 90212, todd@goingpublic.com (“Company”). During the Term (as defined below), separate statements of work (each an “SOW”) for each project to be covered by this Agreement (each, a “Project”) shall be approved and executed by the parties utilizing the form of SOW attached hereto as Exhibit A. Each of Company and Production Partner is herein referred to as a “Party” and collectively as the “Parties”.

DISTRIBUTION AND PROMOTION AGREEMENT
Distribution Agreement • August 10th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • California

THIS DISTRIBUTION AND PROMOTION AGREEMENT (“Agreement”) is made and entered into on the date last executed (the “Effective Date”), by and between Trojan Horse Media Group, LLC, a California limited liability company (“THMG”), and Entrepreneur Media, Inc., a California corporation (“EMI”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

MASTER SERVICES AGREEMENT
Master Services Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • California

This Master Services Agreement (the “Agreement”) is entered into as of January 1, 2020 (the “Effective Date”) between Trojan Horse Media Group, LLC (“Client”) and Issuance, Inc. (“Consultant”). Client and Consultant each may be referred to herein as a “Party” or collectively, the “Parties.”

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