UNDERWRITING AGREEMENT between ONFOLIO HOLDINGS INC. and EF HUTTON,Underwriting Agreement • August 30th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • New York
The undersigned, Onfolio Holdings Inc., a company incorporated under the laws of the State of Delaware (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 “EF Hutton” 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”) an aggregate of 2,753,750 units, (the “Units”), each unit consisting of one Common Share, par value $0.001 per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the “Firm Shares”) together with two warrants to purchase one Common Share each (a “Firm Warrant”) at an exercise price equal to the initial public offering price of one Unit, and at the election of the Representative, (i) up to
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 30th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of August 30, 2022 (the “Issuance Date”) between Onfolio Holdings Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
EXHIBIT A Form of Representative’s Warrant AgreementOnfolio Holdings, Inc • July 25th, 2022 • Services-computer processing & data preparation • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2022. [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THIS PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING.]
COMMON STOCK PURCHASE WARRANT ONFOLIO HOLDINGS INC.Onfolio Holdings, Inc • April 7th, 2022 • Services-computer processing & data preparation • Delaware
THIS 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”) and on or prior to 5:00 p.m. (New York City time) on [●], 20[●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Onfolio Holdings 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 Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of [________] by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and [___________________] (the “Participant”).
Restricted Stock Award AgreementRestricted Stock Award Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Restricted Stock Award Agreement (this “Agreement is made and entered into as of [_________] (the “Grant Date”) by and between Onfolio Holdings Inc., a Delaware corporation (the “Company”) and [_________________________] (the “Grantee”).
EMPLOYEE AGREEMENTEmployee Agreement • November 6th, 2023 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Agreement (the “Agreement”) is made and entered into as November 01 2023 by Onfolio Holdings Inc., a Delaware corporation (the “Company”), including its subsidiaries, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as “the Company” and Esbe van Heerden, referenced herein as “you” or “your” or “Employee”.
Stock Option Exercise AgreementStock Option Exercise Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Stock Option Exercise Agreement (this “Exercise Agreement”) is made and entered into as of _________________ by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and the Purchaser named below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 2020 Equity Incentive Plan (the “Plan”).
ASSET SALE AND PURCHASE AGREEMENTSecurity Agreement • October 19th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into as of [________] by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and [___________________] (the “Consultant”).
Stock Option Exercise AgreementStock Option Exercise Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Stock Option Exercise Agreement (this “Exercise Agreement”) is made and entered into as of _________________ by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and the Purchaser named below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 2020 Equity Incentive Plan (the “Plan”).
Stock Option Exercise AgreementStock Option Exercise Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Stock Option Exercise Agreement (this “Exercise Agreement”) is made and entered into as of _________________ by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and the Purchaser named below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 2020 Equity Incentive Plan (the “Plan”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 4th, 2024 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Asset Purchase Agreement (“Agreement”) is made and entered into as of December 31, 2023 (“Effective Date”) by and between REVENUEZEN LLC an Oregon limited liability company (“Seller”), Alex Boyd (“Alex”), Fitz Cyr formerly known as Amanda Cyr (“Fitz”), John Rockwell Pedden (“Rocky”), Kenneth Marshall (“Ken”), and John Estafanous (“John, together with Alex, Fitz, Rocky, and Ken referred to collectively as the “Owners”), REVENUEZEN LLC (“Buyer”), a Delaware limited liability company and ONFOLIO HOLDINGS INC, a Delaware corporation (“Holdings”). Seller, Owners, Buyer and Holdings are each referred herein to as a “Party” and, collectively, as the “Parties”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 17th, 2023 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Asset Purchase Agreement (“Agreement”) is made and entered into January 13, 2023 by and between ONFOLIO ASSETS LLC (“Buyer”), a Delaware limited liability company, CONTENTELLECT LIMITED (“Seller”), a Guernsey limited liability company with a registered address of 3 St James Place, St Jacques, St Peter Port, Guernsey, GY1 1SP and MARK WHITMAN (“Owner”).
Dated 2022 Share Purchase AgreementOnfolio Holdings, Inc • October 7th, 2022 • Services-computer processing & data preparation • England and Wales
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • April 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into as of [________] by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and [___________________] (the “Director”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 7th, 2022 • Onfolio Holdings, Inc • Services-computer processing & data preparation • Delaware
This Asset Purchase Agreement (“Agreement”) is made and entered into on September 30, 2022 by and between ONFOLIO, LLC, a Delaware limited liability company (“Buyer”) with a mailing address of 8 The Green, Dover, DE 19901, and Hoang Huu Thinh (“Seller”), with a mailing address of 66 Ngo The Lan, Da Nang, Vietnam.
