UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2023 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
The undersigned, MGO Global 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:
MGO GLOBAL INC. Warrant To Purchase Common StockMGO Global Inc. • November 18th, 2022 • Apparel & other finishd prods of fabrics & similar matl • New York
MGO Global Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ___________, 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, Company common stock, par value $0.01 (“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 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”).
MGO Global Inc. Up to $1,650,000 Shares of Common Stock Equity Distribution AgreementMGO Global Inc. • February 8th, 2024 • Apparel & other finishd prods of fabrics & similar matl • New York
MGO Global Inc., a Delaware corporation (the "Company"), proposes to issue and sell through Maxim Group LLC (the "Agent"), as exclusive sales agent, shares of common stock, par value $0.00001 per share ("Common Stock"), of the Company (the "Shares") having an aggregate offering price of up to $1,650,000 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
FORM OF WARRANTMGO Global Inc. • November 18th, 2022 • Apparel & other finishd prods of fabrics & similar matl • 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 MGO Global 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 $1.00.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2022 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement” ) is made and entered effective as of the 19th day of July, 2022 (the “Effective Date”), by and between MGO Global Inc., a Delaware corporation (the “Company”), and Julian Groves (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2022 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
Subscription. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase the Securities (as defined below) of MGO Global Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page to this Subscription Agreement (this “Agreement”) and on the terms and conditions described in this Agreement, which is Exhibit A to the Amended and Restated Investor Package (together with all exhibits, the “Subscription Package” or “Investor Package”) and in Exhibits B, C, D and E to the Subscription Package. Terms not defined herein in this Agreement are defined elsewhere in the Subscription Package. The Company is seeking to raise a minimum of $750,000 (the “Minimum Offering Amount”) and maximum of $2,000,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000. All references to $ means United States D
AMENDMENT NO.1 TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 1st, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
This Amendment No. 1 (“Amendment”) to the Amended and Restated Executive Employment Agreement dated October 13, 2022, (the “Agreement”), is made and entered into as of March 27, 2024, by and between MGO Global Inc., a Delaware corporation (the “Company”), and Virginia Hilfiger, an individual (“Executive”). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2023 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
THIS CONSULTING AGREEMENT (this “Agreement”) is entered as of May 11, 2023 (the “Effective Date”) by and between MGO GLOBAL INC. (the “Company”) a Delaware Corporation with a principal address at 1515 SE 17th Street, Suite 121, Fort Lauderdale, FL 33346, and Jason Harward (the “Consultant”) an individual natural person, with a principal address at 11493 S Andover Road, South Jordan, UT 84095. Company and Consultant may be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
BOARD OF DIRECTORS CONFIDENTIALITY AGREEMENTConfidentiality Agreement • December 21st, 2023 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
This Confidentiality Agreement is entered into this __18th___ day of December between MGO Global Inc. (“MGO”), a Delaware Corporation, and Jeffrey Lerner (the “Director”).
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • May 15th, 2023 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS COMMERCIAL LICENSE AGREEMENT ("Agreement"), dated and effective as of May 11, 2023 (the "Effective Date"), is made by and between MGO Global Inc. (“Licensee”), a Delaware corporation with its principal place of business at 1515 SE 17th Street, Suite 121, Fort Lauderdale, FL 33346 and Stand CO LLC (“Licensor” or “Stand”) a Utah limited liability company 11493 S Andover Road, South Jordan, UT 84095. The Licensee and Licensor may be referred to herein each, individually, as a “Party” and, collectively as the “Parties.”
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • February 12th, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Arizona
This Settlement Agreement and Release (the “Agreement”) is made and entered into as of this 6 day of February, 2024 (the “Effective Date”), by and between Matthew Harward (“Harward”) and MGO Global, Inc. (“MGO”). Harward and the MGO are individually referred to as a “Party” and collectively referred to as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 20th, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of June 18, 2024, by and between Heidmar Maritime Holdings Corp., an incorporated company organized and existing under the laws of the Marshall Islands (“Holdings”), MGO Global Inc., a Delaware corporation (the “Company”`) and [●], an individual (the “Shareholder”). Each of Holdings and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
DEED OF NOVATION, ASSIGNMENT AND ASSUMPTIONMGO Global Inc. • March 26th, 2024 • Apparel & other finishd prods of fabrics & similar matl
MGOTEAM 1 LLC, a Delaware limited liability company, with an office at 1515 SE 17th Street, Suite 121/#460596, Ft. Lauderdale, Florida 33346 (“Retiring Party”);
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • January 19th, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
This Agreement (“Agreement”) is entered into and effective as of January 15, 2024 between MGO Global Inc., a Delaware corporation (“MGO”), and Dana Perez (the “Candidate”). The parties hereby agree as follows:
ContractMGO Global Inc. • November 18th, 2022 • Apparel & other finishd prods of fabrics & similar matl
Certain identified information has been excluded from this Exhibit 10.1 because it is both not material and is the type that the registrant treats as private or confidential.
BUSINESS COMBINATION AGREEMENT by and among MGO GLOBAL INC., HEIDMAR INC., Heidmar Maritime Holdings Corp., HMR MERGER SUB INC. and The HMI Shareholders Dated as of June 18, 2024Business Combination Agreement • June 20th, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
FORM OF LOCK-UP/Leak-Out AGREEMENTOut Agreement • June 20th, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS LOCK-UP/LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024 between (i) Heidmar Maritime Holdings Corp., a company organized and existing under the laws of Marshall Islands (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
EQUITY JOINT VENTURE CONTRACT among SHANGHAI CELEBRITY IMPORT AND EXPORT CO., LTD. and MGOTEAM LLC with respect to SHANGHAI CELEBRITY INTERNATIONAL TRADING CO., LTD. As of August 29, 2019Joint Venture Agreement • December 7th, 2022 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
In accordance with the Law of the People’s Republic of China on Sino-foreign Equity Joint Venture Enterprises and its implementing regulations, the Company Law of the People’s Republic of China, and in conformity with other relevant Laws of the PRC, and adhering to the principles of equality and mutual benefit and through friendly consultations:
VINCENT OTTOMANELLI AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • December 7th, 2022 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
On behalf of Vincent Ottomanelli ("Vincent" or "Consultant"), this letter agreement ("Agreement") shall serve to confirm the terms of the engagement of Vincent as an independent consultant, working in the capacity of Chief Financial Officer of MGO Global Inc. (the "Company") on a contractual basis.
TERM SHEETTerm Sheet • March 26th, 2024 • MGO Global Inc. • Apparel & other finishd prods of fabrics & similar matl
This Term Sheet (this “Term Sheet”) dated as March 20, 2024 is the mutual and binding agreement of Centric Brands LLC (“Centric”) and MGOTEAM 1 (“Licensee” and, together with MGO Global Inc., “MGO”) to enter into an agreement for MGO to assign and Centric to assume the existing Trademark License Agreement, dated November 20, 2021 between Leo Messi Management SL (“Licensor”) and Licensee (the “License Agreement”). Such assignment and assumption transaction shall be referred to as the “Transaction”.
MGO Global Inc. Ft. Lauderdale, FL 33346 Attention: Maximiliano Ojeda and Dana Perez Re: Amendment No. 1 to Equity Distribution Agreement Dear Mr. Ojeda and Ms. Perez:MGO Global Inc. • June 11th, 2024 • Apparel & other finishd prods of fabrics & similar matl
Reference is made to the Equity Distribution Agreement, dated as of February 6, 2024 (the “EDA”), between MGO Global Inc (the “Company”) and Maxim Group LLC (“Maxim”). This Amendment No. 1 to the EDA (this “Amendment”) constitutes an agreement between the Company and Maxim to amend the EDA as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the EDA.
