THUMZUP MEDIA CORPORATION FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Nevada
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.
ESCROW AGREEMENTEscrow Agreement • November 17th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Utah
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 27th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Florida
The undersigned, Thumzup Media Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities Inc. (the “Representative”) and with the other underwriters, if any, 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:
employment agreementEmployment Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of the date below and effective October 1, 2022 (the “Effective Date”), by and between Thumzup Media Corporation (the “Company”) and Robert Steele (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered as of December, 2021 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” and collectively, the “Buyers”). Company and Buyers may be referred to herein individually as a “Party” or collectively as the “Parties.”
Employment AgreementEmployment Agreement • May 30th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
This Employment Agreement (the “Agreement”) is made and entered into as of May 30, 2024 (the “Effective Date”), by and between Isaac Dietrich, an individual (the “Executive”), and Thumzup Media Corporation, a Nevada corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of December, 2021 by and among Thumzup Media Corporation, a Nevada corporation (the “Company”), and the “Buyers” named in that certain Securities Purchase Agreement by and among the Company and the Buyers of even date herewith (the “Purchase Agreement”). Capitalized terms have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Florida
The undersigned, Thumzup Media Corporation, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities Inc. (the “Representative”) and with the other underwriters, if any, 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:
ContractCommon Stock Purchase Warrant • July 26th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Florida
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 [●], 2024, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC., OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF DAWSON JAMES SECURITIES, INC.
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • May 14th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Nevada
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between Thumzup Media Corporation, a Nevada corporation ("Company"), and , (the “Buyer”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 29th, 2021 • THUMZUP MEDIA Corp • California
THIS STOCK PLEDGE AGREEMENT is dated as of November __, 2020 (this “Pledge Agreement”) and is executed by Robert Steele and Danny Lupinelli (each a “Pledgor” and collectively, the “Pledgors”), in favor of the persons listed on Exhibit A attached to this Agreement whose signatures appear below (each a “Lender” and together the “Lenders”).
Bridge LoanTHUMZUP MEDIA Corp • October 9th, 2024 • Services-computer processing & data preparation • Florida
FOR VALUE RECEIVED, Thumzup Media Corporation., a Nevada corporation (the “Maker”), having a delivery address at 711 S Carson Street, Suite 4, Carson City, NV 89701, hereby promises to pay and guarantees to the order of Westside Strategic Partners, LLC (the “Holder”), a limited liability company, having its delivery address at 3651 Lindell Road, Suite D801, Las Vegas, NV 89103 at Holder’s “Address for Notice” (as defined in Section 12 hereof) or at such other address as Holder may designate by written notice delivered to Maker at any time and from time to time, the principal sum of Eighty Thousand Dollars ($80,000.00).
THUMZUP MEDIA CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • November 1st, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Nevada
THIS AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN 30 DAYS AFTER THE DATE OF GRANT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS OPTION AGREEMENT AND THE SECURITIES UNDERLYING THIS OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION AND COMPLIANCE.
FORM OF NOTE PURCHASE and security AGREEMENTNote Purchase and Security Agreement • April 29th, 2021 • THUMZUP MEDIA Corp • California
THIS NOTE PURCHASE AND SECURITY AGREEMENT (this “Agreement”) is made and entered as of November [ ], 2020 (the “Effective Date”) by and among Thumzup Media Corporation, a Nevada corporation (“Borrower” or “Company”), and investors whose names are set forth on Schedule I attached hereto (each a “Buyer” or “Holder” and collectively, the “Buyers” or “Holders”). Borrower and Buyers may be referred to herein individually as a “Party” or collectively as the “Parties.”
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • California
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), is entered into as of June 1, 2023, by and between Thumzup Media Corporation (the “Company”), and Robert Steele (the “Employee”, and together with the Company, the “Parties”, and each, a “Party”).
