Fitell Corp Sample Contracts
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”).
ORDINARY SHARE PURCHASE WARRANT FITELL CORPORATIONOrdinary Share Purchase Warrant • February 10th, 2025 • Fitell Corp • Sporting & athletic goods, nec
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fitell Corporation, a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT FITELL CORPORATIONPlacement Agent Ordinary Share Purchase Warrant • February 10th, 2025 • Fitell Corp • Sporting & athletic goods, nec
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 10, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fitell Corporation, a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of March 24, 2024, as amended, by and between the Company and Rodman & Renshaw LLC.
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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2025 • Fitell Corp • Sporting & athletic goods, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2025, between Fitell Corporation, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 6th, 2025 • Fitell Corp • Sporting & athletic goods, nec • Delaware
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of the date hereof, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the Notes (as defined in the Securities Purchase Agreement) issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”) in accordance with the terms of the Securities Purchase Agreement;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2025 • Fitell Corp • Sporting & athletic goods, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 6, 2025, is by and among Fitell Corporation, a Cayman Islands exempted company with offices located at 23-25 Mangrove Lane, Taren Point, NSW 2229, Australia (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2026 • GMEX Robotics Corp • Sporting & athletic goods, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026, by and between GMEX Robotics Corporation, a British Virgin Island company (the “Company”), and the purchasers identified as signatories hereto (the “Purchasers”). The Company and the Purchasers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
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
FITELL CORPORATION, Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of November [●], 2025 Debt SecuritiesIndenture • November 6th, 2025 • Fitell Corp • Sporting & athletic goods, nec • New York
Indenture, dated as of November [●], 2025, among Fitell Corporation, a Cayman Islands exempted company incorporated under the laws of the Cayman Islands (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”):
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2026 • Fitell Corp • Sporting & athletic goods, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2026, is by and among GMEX Robotics Corporation (f/k/a Fitell Corporation), a business company incorporated under the laws of the British Virgin Islands with offices located at 23-25 Mangrove Lane, Taren Point, NSW 2229, Australia (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2025 • Fitell Corp • Sporting & athletic goods, nec
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is dated as of February 9, 2025, by and between Fitell Corporation, a Cayman Islands exempted company (the “Company”), and the investor identified on the signature page hereto (including its successors and assigns, the “Investor”).
EXCHANGE AGREEMENTExchange Agreement • May 27th, 2026 • GMEX Robotics Corp • Sporting & athletic goods, nec • Delaware
This Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among GMEX Robotics Corporation (formerly, Fitell Corporation) a business company incorporated under the laws of the British Virgin Islands with offices located at 23-25 Mangrove Ln, Taren Point, Sydney, NSW, Australia, (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 13th, 2026 • Fitell Corp • Sporting & athletic goods, nec • Delaware
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of the date hereof, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the Notes (as defined in the Securities Purchase Agreement) issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”) in accordance with the terms of the Securities Purchase Agreement;
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • August 15th, 2025 • Fitell Corp • Sporting & athletic goods, nec • New York
Fitell Corporation, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows:
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:
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2025 • Fitell Corp • Sporting & athletic goods, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2025, is by and among Fitell Corporation, a Cayman Islands exempted company with offices located at 23-25 Mangrove Lane, Taren Point, NSW 2229, Australia (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2025 • Fitell Corp • Sporting & athletic goods, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 19, 2025, is by and among Fitell Corporation, a Cayman Islands exempted company with offices located at 23-25 Mangrove Lane, Taren Point, NSW 2229, Australia (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FORM OF SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • September 23rd, 2025 • Fitell Corp • Sporting & athletic goods, nec • Delaware
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of the date hereof, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the Notes (as defined in the Securities Purchase Agreement) issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”) in accordance with the terms of the Securities Purchase Agreement;
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.