UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • Delaware
The undersigned, RVeloCITY, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) 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”) as follows:
RVeloCITY, INC. dba RVnGO Warrant To Purchase Common StockWarrant Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • New York
RVeloCITY, Inc. dba RVnGO, an Arizona corporation Company certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boustead Securities, LLC, the registered holder hereof or its permitted assigns Holder the Exercise Price (as defined below) then in effect, Company common stock, par value $0.0001 Common Stock (including any Warrants to purchase shares issued in exchange, transfer or Warrant date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), such number (subject to adjustment as provided herein) of fully paid and non-assessable shares of Common Stock equal to seven percent (7%) of the shares of Company common stock into which the January 21, 2022 in the principal amount of $1,275,000.00 Notes converts into Warrant Shares
Form of NoteConvertible Note • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • New York
FOR VALUE RECEIVED, RVeloCITY, Inc. (pronounced “OUR-velocity”) doing business as RVnGO, an Arizona corporation (“RVeloCITY” or the “Maker”), hereby promises to pay to the order of _______________________ (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”) the amount set out above as the Original Principal Amount, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
Form of Warrant Form of Underwriter’s Warrant AgreementWarrant Agreement • March 27th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE OF ISSUANCE]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE].
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers)
This Employment Agreement (“Agreement”) is made as of November 30th, 2021 by and between RVeloCITY, Inc., doing business as RVnGO and Peerage Insurance, an Arizona corporation having its principal office at 2801 E Camelback Road, Suite 200, Scottsdale, Arizona 85016, USA (hereinafter the “Company”) and Bryan Kleinlein, an Individual with an address at (hereinafter the “Team Member”). Team Member and Company (each a “party”, collectively the “parties”) agree that this Agreement supersedes and replaces in its entirety the Offer Letter previously executed by the parties on September 14, 2021 and all other understandings or representations of the parties, whether written or otherwise. Team Member is considered to have begun employment with Company on September 20, 2021 (the “Start Date”).
AMENDED AND RESTATED CLASS A COMMON STOCK PURCHASE WARRANT RVeloCITY, INC.Security Agreement • March 27th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • Delaware
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on ___________________, 20271(the “Termination Date”) but not thereafter, to subscribe for and purchase from RVeloCITY, Inc., a Delaware corporation (the “Company”), [800,000] shares of Class A Common Stock (the “Warrant Shares”). The purchase price of one share of Class A Common Stock under this Warrant shall be $2.50 or 50% of the IPO price, whichever is lower.
EXCHANGE AGREEMENTExchange Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers)
THIS EXCHANGE AGREEMENT (this “Agreement”) is dated as of March 15, 2022 and made between RVeloCITY, Inc., an Arizona corporation (the “Company”), and the undersigned shareholder of the Company (“Shareholder”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • Delaware
Subscription. The undersigned (sometimes referred to herein as the “Investor” or the “Subscriber” or “I”) hereby subscribes for and agrees to purchase the principal amount of the Notes and Warrants (as defined below) of RVeloCITY, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto pursuant to this agreement, the Note (as defined below) and the Warrant (as defined below) and the other Exhibits included with the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement offering (the “Offering”) of the Notes and Warrants pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, $2,000,000 (the “Maximum Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The m
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • Delaware
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Notes and Warrants (as defined below) of RVelocity Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto pursuant to this agreement, the Note (as defined below) and the Warrant (as defined below) (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement offering (the “Offering”) of the Notes and Warrants pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, $5,000,000 (the “Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering i
AMENDED & RESTATED CONSULTING AGREEMENTConsulting Agreement • March 27th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers)
This Amended & Restated Consulting Agreement (“Agreement”) is made as of December 1st, 2021 between RVeloCITY, Inc., doing business as RVnGO, an Arizona corporation having its principal office at 2801 E Camelback Road, Suite 200, Scottsdale, Arizona 85016, USA (hereinafter the “Company”) and Gerald Hayden, an Individual resident in Canada through his consulting company GFH Consulting Inc., a company incorporated in British Columbia, Canada (hereinafter the “Consultant”). Consultant and Company (each a “party”, collectively the “parties”) agree that this Agreement supersedes and replaces in its entirety all other understandings or representations of the parties, whether written or otherwise. Consultant is considered to have begun consulting for Company on December 1, 2021 (the “Start Date”).
COMMON STOCK PURCHASE WARRANT RVeloCITY INC.Security Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on____________________, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RVeloCITY Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $2.50 or 50% of the IPO price, whichever is lower.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers)
This Employment Agreement (“Agreement”) is made as of November 30th, 2021 by and between RVeloCITY, Inc., doing business as RVnGO and Peerage Insurance, an Arizona corporation having its principal office at 2801 E Camelback Road, Suite 200, Scottsdale, Arizona 85016, USA (hereinafter the “Company”) and Paul Kacir, an Individual with an address at (hereinafter the “Team Member”). Team Member and Company (each a “party”, collectively the “parties”) agree that this Agreement supersedes and replaces in its entirety the Consulting Agreement previously executed by the parties as of April 9, 2020, as well as all other Consulting or Employment Agreements previously agreed by the parties prior to that Consulting Agreement, and all other understandings or representations of the parties, whether written or otherwise. Team Member is considered to have begun employment with Company on May 1, 2015 (the “Start Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2023 • Rvelocity, Inc. • Services-auto rental & leasing (no drivers) • New York
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agree to purchase the principal amount of the Notes (as defined below) of RVeloCITY, Inc., doing business as RVnGO, an Arizona corporation (the “Company”) for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein and in Exhibits A, B, C, D, E, F, G, and H hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, a minimum of $1,000,000 (the “Minimum Offering Amount”) and a maximum of $10,000,000 (the “Maximum Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment require
