UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2023 • Asset Entities Inc. • Services-prepackaged software • New York
The undersigned, Asset Entities Inc., a Nevada 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [*] by and between Asset Entities Inc., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
ASSET ENTITIES INC. CLASS B COMMON STOCK SALES AGREEMENTSales Agreement • September 30th, 2024 • Asset Entities Inc. • Services-prepackaged software • New York
Asset Entities Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
Warrant To Purchase Class B Common StockWarrant Agreement • August 9th, 2024 • Asset Entities Inc. • Services-prepackaged software • New York
Asset Entities Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Michael R. Jacks, 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, Class B Common Stock, $0.0001 par value per share, of the Company (“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), 30,800 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (the “Warrant Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2024 • Asset Entities Inc. • Services-prepackaged software • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between Asset Entities Inc., a Nevada corporation (the “Company”), and the undersigned (the “Indemnitee”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • May 16th, 2024 • Asset Entities Inc. • Services-prepackaged software • Texas
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated May 16, 2024 (the “Effective Date”), by and between Asset Entities Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Nevada
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Asset Entities Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
STOCK OPTION AGREEMENTStock Option Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Asset Entities Inc., a Nevada corporation (the “Company”), and the participant named below (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Nevada
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Asset Entities Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
CANCELLATION AND EXCHANGE AGREEMENTCancellation and Exchange Agreement • May 15th, 2024 • Asset Entities Inc. • Services-prepackaged software
THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 2_2_, 2024 (the “Effective Date”), by and among Asset Entities Inc., a Nevada corporation (“AEI”), Asset Entities Holdings, LLC, a Texas limited liability company (“AEH”), GKDB AE Holdings, LLC, a Texas limited liability company (“GKDB”) and the undersigned holder of units of membership interests in GKDB (the “GKDB Units”) set forth on the signature page (the “Holder” and together with AEI, AEH and GKDB, the “Parties”).
ContractGeneral Terms and Conditions • August 14th, 2023 • Asset Entities Inc. • Services-prepackaged software
These General Terms and Conditions apply to Office/Co-Working, Virtual Office, and Membership agreements for services We supply to You.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • Asset Entities Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 24, 2024, is by and among Asset Entities Inc., a Nevada corporation with offices located at 100 Crescent Ct, 7th Floor, Dallas, TX 75201 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ContractGeneral Terms and Conditions for Office/Co-Working, Virtual Office, and Membership Agreements • August 9th, 2024 • Asset Entities Inc. • Services-prepackaged software
These General Terms and Conditions apply to Office/Co-Working, Virtual Office, and Membership agreements for services We supply to You.
AMENDED AND RESTATED CLOSING AGREEMENTClosing Agreement • August 7th, 2023 • Asset Entities Inc. • Services-prepackaged software
This Amended and Restated Closing Agreement (the “Agreement”), dated as of August 1, 2023 (the “Issue Date”), is entered into between Asset Entities Inc., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor” and, together with the Company, the “Parties” and, each, individually, a “Party”).
ContractGeneral Terms and Conditions for Office/Co-Working Services • August 9th, 2024 • Asset Entities Inc. • Services-prepackaged software
These General Terms and Conditions apply to Office/Co-Working, Virtual Office, and Membership agreements for services We supply to You.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Texas
Subscription. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase the Securities (as defined below) of Asset Entities Inc., a Nevada 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 investor subscription package (together with all exhibits, the “Subscription 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 $250,000 (the “Minimum Offering Amount”) and maximum of $750,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $50,000. All references to $ means United States dollars.
ASSET ENTITIES INC. Dallas, TX 75201Consulting Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Nevada
This engagement letter (this “Agreement”) sets forth the terms and conditions pertaining to your retention by us as a consultant and the provision of 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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 15th, 2023 • Asset Entities Inc. • Services-prepackaged software • Texas
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2023, 2023, is entered into by and among Asset Entities Inc., a Nevada corporation (“ASSET ENTITIES”), or a designated affiliate of ASSET ENTITIES (either being referred to as “Buyer”), Ternary Inc., a Florida corporation (“Ternary FL”), Ternary Developments Inc., a Delaware corporation (“Ternary DE”), OptionsSwing Inc, a Florida corporation (“OSI,” and together with Ternary FL and Ternary DE, individually, a “Seller,” and collectively, “Sellers”) and Jason Lee, the principal shareholder of each Seller (the “Shareholder”). Buyer, Ternary FL, Ternary DE, OSI and the Shareholder are sometimes referred to herein individually, as a “Party,” and collectively, as the “Parties.”
LIMITED WAIVER AND CONSENTLimited Waiver and Consent • September 27th, 2024 • Asset Entities Inc. • Services-prepackaged software
This LIMITED WAIVER AND CONSENT, dated as of September 26, 2024 (this “Waiver and Consent”), is entered into by and between Asset Entities Inc. (the “Company”), a Nevada corporation, and Boustead Securities, LLC, a California limited liability company (“Boustead”). Each of the Company and Boustead are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
ContractGeneral Terms and Conditions • August 9th, 2024 • Asset Entities Inc. • Services-prepackaged software
These General Terms and Conditions apply to Office/Coworking, Virtual Office, Membership, and Workplace Recovery agreements for services We supply to You.
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER, dated as of March 11, 2022 (this “Agreement”), by and between Asset Entities Limited Liability Company, a California limited liability company (“California LLC”), and Asset Entities Inc., a Nevada corporation (“Nevada Corp.”).
ASSET ENTITIES INC.Employment Agreement • November 14th, 2023 • Asset Entities Inc. • Services-prepackaged software
Reference is made to that certain letter agreement dated April 21, 2022, between you and Asset Entities Inc. (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
Triton Funds Agrees to Invest up to $1 Million in Asset EntitiesCommon Stock Purchase Agreement • July 5th, 2023 • Asset Entities Inc. • Services-prepackaged software
Dallas, TX, July 5 – Asset Entities Inc. (NASDAQ: ASST) (the “Company” or “Asset Entities”), a provider of digital marketing and content delivery services across Discord and other social media platforms, has entered into a common stock purchase agreement (“Agreement”) with investment firm Triton Funds LP (“Triton”), the nation’s largest student venture investment fund, for an investment by Triton in the Company’s common equity of up to $1 million. Triton is primarily focused on investments that will have a lasting positive impact on the Millennial generation with a portfolio of both private and public companies.
CANCELLATION AND EXCHANGE AGREEMENTCancellation and Exchange Agreement • May 15th, 2024 • Asset Entities Inc. • Services-prepackaged software
THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 2_2_, 2024 (the “Effective Date”), by and among Asset Entities Inc., a Nevada corporation (“AEI”), Asset Entities Holdings, LLC, a Texas limited liability company (“AEH”), and the undersigned holder of units of membership interests in AEH set forth on the signature page (the “Holder” and together with AEI and AEH, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2024 • Asset Entities Inc. • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2024 (the “Signing Date”), by and between Asset Entities Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).
ContractGeneral Terms and Conditions for Office/Co-Working and Virtual Office Services • March 31st, 2023 • Asset Entities Inc. • Services-prepackaged software
These General Terms and Conditions apply to Office/Co-Working, Virtual Office and Membership agreements for services We supply to You.
first AMENDMENT TO securities purchase AGREEMENTSecurities Purchase Agreement • June 20th, 2024 • Asset Entities Inc. • Services-prepackaged software
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 13, 2024, by and between Asset Entities Inc., a Nevada corporation (the “Company”), and Ionic Ventures, LLC, a California limited liability company (the “Buyer”). Each of Company and Buyer are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 9th, 2024 • Asset Entities Inc. • Services-prepackaged software • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of July 30, 2024, by and among Sutter Securities, Inc. (the “Assignor”), Michael R. Jacks (the “Assignee”), Boustead Securities, LLC (“Boustead”), and Asset Entities Inc. (“AEI”).
AMENDMENT TO AMENDED AND RESTATED CLOSING AGREEMENTClosing Agreement • October 3rd, 2023 • Asset Entities Inc. • Services-prepackaged software
This AMENDMENT TO AMENDED AND RESTATED CLOSING AGREEMENT (this “Amendment”) is made and entered into as of September 27, 2023, by and between Asset Entities Inc., a Nevada corporation (the “Company”) and TRITON FUNDS LP (the “Investor”).
THIRD AMENDMENT TO AMENDED AND RESTATED CLOSING AGREEMENTClosing Agreement • April 2nd, 2024 • Asset Entities Inc. • Services-prepackaged software
This THIRD AMENDMENT TO AMENDED AND RESTATED CLOSING AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2024, by and between Asset Entities Inc., a Nevada corporation (the “Company”) and TRITON FUNDS LP (the “Investor”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 9th, 2024 • Asset Entities Inc. • Services-prepackaged software • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of July 30, 2024, by and among Boustead Securities, LLC (the “Assignor”), Sutter Securities, Inc. (the “Assignee”), and Asset Entities Inc. (the “Counterparty”).
WAIVER AND CONSENTWaiver and Consent • September 23rd, 2024 • Asset Entities Inc. • Services-prepackaged software
WAIVER AND CONSENT, dated as of September 20, 2024 (this “Waiver and Consent”). by and between Asset Entities Inc., a Nevada corporation (the “Company”) and Ionic Ventures, LLC, a California limited liability company (the “Investor”). Each of the Company and the Investor are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
ContractPurchase Warrant Agreement • February 8th, 2023 • Asset Entities Inc. • Services-prepackaged software • 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 AND ASSET ENTITIES INC., DATED AS OF FEBRUARY 2, 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 FEBRUARY 2, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC 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 SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING
SECOND AMENDMENT TO AMENDED AND RESTATED CLOSING AGREEMENTClosing Agreement • April 2nd, 2024 • Asset Entities Inc. • Services-prepackaged software
This SECOND AMENDMENT TO AMENDED AND RESTATED CLOSING AGREEMENT (this “Amendment”) is made and entered into as of December 30, 2023, by and between Asset Entities Inc., a Nevada corporation (the “Company”) and TRITON FUNDS LP (the “Investor”).
CANCELLATION AND EXCHANGE AGREEMENTCancellation and Exchange Agreement • September 2nd, 2022 • Asset Entities Inc. • Services-prepackaged software • Nevada
THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2022 (the “Effective Date”), by and among Asset Entities Inc., a Nevada corporation (“AEI”), Asset Entities Holdings, LLC, a Texas limited liability company (“AEH”), GKDB AE Holdings, LLC, a Texas limited liability company (“GKDB”) and the undersigned holders of units of membership interests in GKDB (the “GKDB Units”) set forth on the signature page (each a “Holder” and collectively, the “Holders” and together with AEI, AEH and GKDB, the “Parties”).
