SECURITY AGREEMENTSecurity Agreement • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services
This SECURITY AGREEMENT, dated as of November 21, 2023 (this “Agreement”), is among Cyber App Solutions Corp. corporation organized under the laws of Nevada (the “Company”), each Guarantor (as defined below), the holders of the Convertible Promissory Notes issued by the Company in the initial aggregate principal amount of $16,000,000.00 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and Kips Bay Select LP, in its capacity as Agent (as defined below).
COMMON STOCK PURCHASE WARRANT CYBER APP SOLUTIONS CORP.Cyber App Solutions Corp. • November 27th, 2023 • Services-computer programming services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________], a [__________], 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [__________] (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyber App Solutions Corp., 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).
CYBER APP SOLUTIONS CORP. BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • February 15th, 2024 • Cyber App Solutions Corp. • Services-computer programming services
This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between Cyber App Solutions Corp, a Nevada corporation (the “Company”), and [INSERT NAME] (the “Director”), provides for director services and shall become effective upon [INSERT DATE] (the “Effective Date”), according to the following terms and conditions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • Cyber App Solutions Corp. • Industrial inorganic chemicals
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 8, 2024, between Cyber App Solutions Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2023, is by and among Cyber App Solutions Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of November 21, 2023, by and between Cyber App Solutions Corp., a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
ContractConvertible Promissory Note • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
TRADE CREDIT AGREEMENTTrade Credit Agreement • November 20th, 2023 • Cyber App Solutions Corp. • Services-computer programming services
MOBILE APPLICATION DEVELOPMENT AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTMobile Application Development and Intellectual Property Assignment Agreement • May 10th, 2021 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
MOBILE APPLICATION DEVELOPMENT AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of April, 2021 (the “Effective Date”) by and between Aidana Seitgazieva (“Client”) and Cyber App Solutions (“Developer”). Intending to be legally bound, Client and Developer agree as follows:
Cyber App Solutions Corp. (A Nevada Corporation) ACCREDITED INVESTORS ONLY SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Texas
The undersigned, ____________, whose address is ________________________________ (the “Subscriber”), understands that Cyber App Solutions Corp., a Nevada Corporation (the “Company”) is offering for sale to the undersigned ________ shares of common stock, par value $0.001 (“Common Stock”) at a purchase price of $_______ per share, for a total aggregate purchase price of $________ . The Subscriber acknowledges and understands that the offering of the Common Stock (the “Offering”) is being made without registration under the Securities Act of 1933, as amended (the “Act”), or any securities “blue sky” or other similar laws of any state.
UNIT AGREEMENT FOR THE DEVELOPMENT AND OPERATION OF THE ST. JOHNS GAS UNIT . APACHECOUNTY,ARIZONA I I I I ,, D81/63287028 s.,. .,t 1 , .J ·rUnit Agreement • April 1st, 2024 • Cyber App Solutions Corp. • Services-computer programming services • Arizona
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2024 • Cyber App Solutions Corp. • Industrial inorganic chemicals • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2024, by and among Cyber App Solutions Corp. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, an “Investor”, and collectively, the “Investors”).
SECOND AMENDMENT TO FORBEARANCE AND SETTLEMENT AGREEMENTForbearance and Settlement Agreement • November 13th, 2024 • Cyber App Solutions Corp. • Industrial inorganic chemicals
This Second Amendment to Forbearance and Settlement Agreement (this “Amendment”) dated effective as of November 6, 2024 (this “Effective Date”), is entered into by and between Cyber App Solutions, Corp., a Nevada corporation (the “Company”), Kips Bay Select LP, a Delaware limited partnership (“Kips Bay” and a “Holder”), and Cyber One, Ltd, a Cayman Islands limited company (“Cyber One”, a “Holder”, and together with Kips Bay, the “Holders”). The Company and the Holders are together referred to herein as the “Parties,” or each of them individually as a “Party”. Capitalized terms in this Agreement shall have the meanings given to them in the Forbearance Agreement (as defined below), unless otherwise defined herein.
GUARANTYGuaranty • November 27th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
GUARANTY, dated as of November 21, 2023 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the investors signatory (together with their permitted assigns, the “Investors”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Cyber App Solutions Corp., a Nevada corporation (the “Company”), and the Investors (the “Purchase Agreement”).
CYBER APP SOLUTIONS CORP. BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • May 14th, 2024 • Cyber App Solutions Corp. • Services-computer programming services
This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between Cyber App Solutions Corp, a Nevada corporation (the “Company”), and Tralisa Maraj (the “Director”), provides for director services and shall become effective upon May 9, 2024 (the “Effective Date”), according to the following terms and conditions:
PURCHASE AND SALE AGREEMENT BETWEEN KINDER MORGAN CO2 COMPANY LLC, AS SELLER AND PLATEAU CARBON, LLC, AS PURCHASER JULY 22, 2021Purchase and Sale Agreement • April 1st, 2024 • Cyber App Solutions Corp. • Services-computer programming services • Texas
This Purchase and Sale Agreement (this “Agreement”), is executed on July 22, 2021 (the “Closing Date”), by and between Kinder Morgan CO2 Company LLC, a Texas limited liability company, with a business address of 1001 Louisiana St., Suite 1000, Houston, Texas 77002 (“Seller”) and Plateau Carbon, LLC, a Wyoming limited liability company with a business address of 4531 Park Lane, Dallas, Texas 75220 (“Purchaser”). Seller and Purchaser are sometimes referred to individually as a “Party” “and collectively as the “Parties.”
FORBEARANCE AND SETTLEMENT AGREEMENTForbearance and Settlement Agreement • September 20th, 2024 • Cyber App Solutions Corp. • Industrial inorganic chemicals • Nevada
THIS FORBEARANCE AND SETTLEMENT AGREEMENT (this “Agreement”), dated and effective as of September 16, 2024, is entered into by and between Cyber App Solutions, Corp., a Nevada corporation (the “Company”), Kips Bay Select LP, a Delaware limited partnership (“Kips Bay” and a “Holder”), and Cyber One, Ltd, a Cayman Islands limited company (“Cyber One”, a “Holder”, and together with Kips Bay, the “Holders”). The Company and the Holders are together referred to herein as the “Parties,” or each of them individually as a “Party”. Capitalized terms in this Agreement shall have the meanings given to them in the Purchase Agreement (as defined below), unless otherwise defined herein.
SHARE EXCHANGE AGREEMENT by and among CYBER APP SOLUTIONSCORP. PROTON GREEN LLC and THE MEMBERS OF PROTON GREEN LLC NAMED HEREIN Dated as of July 7, 2023 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 17th, 2023 • Cyber App Solutions Corp. • Services-computer programming services • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of July 7, 2023 (the “Effective Date”), is by and among CYBER APP SOLUTIONS CORP., a Nevada corporation (“CYRB”), PROTON GREEN LLC, a Wyoming limited liability company (“Proton Green”), and the individuals identified on Annex A hereto (together referred to herein as the “Members” and each a “Member”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
