UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
The undersigned, Signing Day Sports, 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, 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:
COMMON STOCK PURCHASE AGREEMENT Dated as of January 5, 2024 by and between SIGNING DAY SPORTS, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • January 8th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 5, 2024 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2024, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”).
Signing Day Sports, Inc. Warrant To Purchase Common StockSigning Day Sports, Inc. • March 29th, 2024 • Services-computer processing & data preparation • New York
Signing Day Sports, Inc., a Delaware corporation (the “Company”), hereby 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 (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, common stock of the Company, par value $0.0001 per share (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the 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), [ ] ([ ]) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (the “Warrant Shares”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of May 17, 2022 (the “Effective Date”), between the Joshua A. Donaldson Revocable Trust, Joshua Donaldson, an individual, his spouse _________________________, to the extent of such spouse’s community property interest, if any (collectively, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to each as a “Party,” and collectively, the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 1st, 2024 • Signing Day Sports, 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 Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
STOCK OPTION AGREEMENTStock Option Agreement • March 1st, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • 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 __________, 2028,1 subject to the provisions of Section 2 below (the “Termination Date”) but not thereafter, to subscribe for and purchase from Signing Day Sports, Inc., a Delaware corporation (the “Company”), up to ______________ shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $2.50.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTAnd Inventions Assignment Agreement • April 11th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
In consideration of my employment or continued employment by Signing Day Sports, Inc., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows:
REPRESENTATIVE’S WARRANTUnderwriting Agreement • November 17th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
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 PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC (“BOUSTEAD”) AND SIGNING DAY SPORTS, INC., DATED AS OF NOVEMBER 13, 2023 (THE “UNDERWRITING AGREEMENT”), 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 NOVEMBER 13, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, A
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2024, by and between SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractSubscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Common Stock Purchase Warrant • May 17th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $412,500.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and 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 on or after the date of issuance hereof, to purchase from SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”), 1,375,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 16, 20
STANDARD MULTI-TENANT OFFICE LEASE - GROSSMulti-Tenant Office Lease • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 29th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This executive employment agreement (the “Agreement”) is made and entered into as of November 22, 2023 (the “Effective Date”) by and between Signing Day Sports, Inc., a Delaware corporation with an office at 8355 East Hartford Drive, Suite 100, Scottsdale, AZ 85255 (“SDS” or the “Company”), and David O’Hara, an individual (“Executive”). SDS and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Party.” This Agreement amends, restates and supersedes the Amended and Restated Employment Offer Letter, dated March 14, 2023, between Executive and the Company (the “Original Agreement”).
WORK FOR HIRE AGREEMENT - ACKNOWLEDGEMENT AND ASSIGNMENTWork for Hire Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This Work for Hire Agreement - Acknowledgement and Assignment (the “Agreement”) is entered into this 6th day of December, 2022 (the “Effective Date”) by and between Signing Day Sports, (“Client”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Embedded Contractor”).
SHAREHOLDER AGREEMENTShareholder Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This SHAREHOLDER AGREEMENT (“Agreement”), effective as of May 17, 2022 (the “Effective Date”), is entered into by and among the shareholders set forth on Exhibit A (the “Shareholders”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”) with respect to the following:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2024, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Craig Smith, an individual (“Executive”). Each of the Company and Executive are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of April 26, 2022 (the “Effective Date”), between Zone Right, LLC, Glen Kim, and his spouse, Jessica Lee, to the extent of such spouse’s community property interest, if any (together, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to as each, a “Party,” and collectively, the “Parties.”
SUBSCRIPTION AGREEMENT (This “Agreement”)Subscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Units (as defined below) of Signing Day Sports, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page 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 Units pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $1,000,000 (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 required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amou
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Common Stock Purchase Warrant • June 20th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $198,611.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and 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 on or after the date of issuance hereof, to purchase from SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”), 662,036 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 18, 202
NON-PLAN RESTRICTED STOCK AWARD AGREEMENTNon-Plan Restricted Stock Award Agreement • July 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS NON-PLAN RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into this 25th day of July, 2024 (the “Effective Date”) by and between Signing Day Sports, Inc. (the “Company”), which is a Delaware corporation, and Birddog Capital LLC (the “Grantee”), a Nebraska limited liability company. The Company and Grantee are also referred to from time to time herein collectively as the “Parties” and each individually as a “Party.”
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 19th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
Amendment No. 1 to EXECUTIVE EMPLOYMENT AGREEMENT, dated as of July 9, 2024 (this “Amendment”), by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Craig Smith, an individual (“Executive”). Each of the Company and Executive are sometimes referred to in this Agreement individually as a “Party” and collectively, as the “Parties.”
INVESTOR RIGHTS AND LOCK-UP AGREEMENTRights and Lock-Up Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2021 by and among SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”) and the investor on the signature page hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2024, by and between SIGNING DAY SPORTS, INC., a Delaware corporation, with headquarters located at 8355 East Hartford Dr., Suite 100, Scottsdale, AZ 85255 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of August 8/9/2021, 2021, is by and between the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser”) and SIGNING DAY SPORTS, LLC, a Arizona limited liability company having its principal office at 7272 E. Indian School Road, Ste 101, Scottsdale, Arizona 85251 (the “Company”). The Company’s Amended and Restated Operating Agreement, as substantially set forth on Exhibit B to this Agreement (collectively, the “Operating Agreement”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 25th, 2024 • Signing Day Sports, 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 Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • July 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
Amendment No. 1 to CONSULTING AGREEMENT, dated as of July 25, 2024 (this “Amendment”), by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Clayton Adams, an individual (“Consultant”). Each of the Company and Consultant are sometimes referred to in this Amendment individually as a “Party” and collectively, as the “Parties.”
Signing Day Sports, Inc. Scottsdale, AZ 85255 support@signingdaysports.comSigning Day Sports, Inc. • July 24th, 2024 • Services-computer processing & data preparation
This engagement letter (this “Agreement”), effective as of July 23, 2024 (the “Effective Date”), sets forth the terms and conditions pertaining to your retention by Signing Day Sports, Inc. (“we,” “us,” “our,” or the “Company”) as a consultant and the provision of the Services (as defined below) by you to us. Please indicate your acceptance of these terms and conditions by signing in the space designated below and returning this Agreement to my attention.
January 13, 2022Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation
We are delighted to enter into this Offer Letter (the “Agreement”) to memorialize the terms under which you will continue to serve as Chief Executive Officer of Signing Day Sports, Inc. (the “Company”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 25th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
Via [email, mail or courier] [Consultant or Vendor Name] [Consultant Address] Re: Service Provider Agreement Dear [Consultant or Vendor First Name]:Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Arizona
This engagement letter (this “Agreement”) sets forth the terms and conditions pertaining to the retention of [name of Consultant or Vendor] (“Service Provider”, “you”, and “your”) by Signing Day Sports, Inc. (“SDS,” the “Company,” “we,” “us,” and “our”) as a [consultant or vendor] and the provision of Services (as defined below) by you to us.
AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • April 17th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Missouri
THIS AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter “Amendment No. 1”) is made by and between Signing Day Sports, Inc., a Delaware corporation (hereinafter “SDS”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Midwestern Interactive”) as of April, 11, 2024 (the “Amendment Effective Date”). SDS and Midwestern Interactive may be referred to in this Agreement each as a “Party” or collectively referred to as the “Parties.”
