UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2023 • Fitell Corp • Sporting & athletic goods, nec • New York
The undersigned, Fitell Corporation a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC (“Revere”) and R.F. Lafferty & Co., Inc. (“R.F. Lafferty,” together with Revere, hereinafter collectively referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2022 • Fitell Corp • Sporting & athletic goods, nec • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) and [ ] (the “Indemnitee”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).
DIRECTOR AGREEMENTDirector Agreement • November 29th, 2022 • Fitell Corp • Sporting & athletic goods, nec • New York
THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of ____________, 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and _____________, an individual (the “Director”).
EXECUTIVE OFFICER AGREEMENTExecutive Officer Agreement • November 29th, 2022 • Fitell Corp • Sporting & athletic goods, nec • New York
THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of ______________, 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and ________________, an individual (the “Executive Officer”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • November 29th, 2022 • Fitell Corp • Sporting & athletic goods, nec • New York
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of _________, 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).
Form of Lock-up AgreementLock-Up Agreement • August 5th, 2022 • Fitell Corp • Sporting & athletic goods, nec • New York
The undersigned, a [director][officer][shareholder holding more than 5% shares of the total outstanding shares] of Fitell Corporation, a Cayman Islands company (the “Company”) prior to the closing of Offering (as defined below) of the Company, understands that Revere Securities, LLC, as representative of the several Underwriters of the Offering (the “Underwriter”) will act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written consent of the Underwriter, during a period of up to six months from the date on which the trading of the Securities on the NASDAQ Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of t
UNSECURED LOAN AGREEMENTUnsecured Loan Agreement • August 5th, 2022 • Fitell Corp • Sporting & athletic goods, nec
Licence AgreementLicence Agreement • October 7th, 2022 • Fitell Corp • Sporting & athletic goods, nec
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2024 • Fitell Corp • Sporting & athletic goods, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2024, by and among FITELL CORPORATION, a Cayman Islands exempted company (the “Company”), and the investors listed on the signature pages thereto (each an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 7th, 2022 • Fitell Corp • Sporting & athletic goods, nec
NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:
ContractSenior Unsecured Convertible Promissory Note • January 18th, 2024 • Fitell Corp • Sporting & athletic goods, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE SECURITIES LAWS.
