SHARES OF COMMON STOCK OF AMPHITRITE DIGITAL INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2024 • Amphitrite Digital Inc • Water transportation • New York
The undersigned, Amphitrite Digital Incorporated, a company incorporated under the laws of the United States Virgin Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Amphitrite Digital Incorporated, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Kingswood Investments is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REPRESENTATIVE’S PURCHASE WARRANT Amphitrite Digital IncorporatedRepresentative's Purchase Warrant • January 31st, 2024 • Amphitrite Digital Inc • Water transportation • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kingswood Capital Partners, LLC 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amphitrite Digital Incorporated, a United States Virgin Islands corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENT FOR ROBERT CHAPPLE, CHIEF EXECUTIVIE OFFICEREmployment Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
AND: Amphitrite Digital Incorporated (the “Company”), an entity organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at:
SECURED LUMP-SUM PROMISSORY NOTE AGREEMENTSecured Lump-Sum Promissory Note Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Texas
BETWEEN: Amphitrite Digital Incorporated, (the “Issuer”) a company organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at/Individual having an address at:
AMENDED LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
ContractReceivables Sale Agreement • November 7th, 2023 • Amphitrite Digital Inc • Water transportation • New York
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
Asset Purchase AgreementAsset Purchase Agreement • October 2nd, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
BETWEEN: STDC Holdings Incorporated (the “Purchaser”), a company organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at:
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
This Agreement dated as of the 3rd day of November 2023 (the “Effective Date”), between AMPHITRITE DIGITAL INCORPORATED, a Virgin Islands corporation with offices located in St. Thomas, U.S. Virgin Islands (“Employer”) and Michael Hampton, an individual resident of St. Thomas, U.S. Virgin Islands (“Employee”). Employer and Employee are individually referred to herein as a Party, and collectively as the Parties.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed’ PROMISSORY NOTE AND DEBT ASSUMPTIONPromissory Note and Debt Assumption • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Utah
BETWEEN: STDC Holdings Incorporated (the “Company”), a company organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at: 6100 Red Hook Qtrs, B1-B2, St. Thomas, USVI 00802
Seas The Day Charters VI WATERSPORTS LEASEWatersports Lease • October 2nd, 2023 • Amphitrite Digital Inc • Water transportation
This Lease is made effective on July 1, 2022, between PLEASANT PROPERTIES, LLC., a U.S. Virgin Islands Limited Liability Company (“Landlord”), and Seas the Day Charters-Virgin Islands, licensed to do business in the Virgin Islands, whose address is 6100 Red Hook Qtrs. B I-B2 Red Hook, St. Thomas, Virgin Islands 00802
BUSINESS LOAN, GUARANTY, AND SECURITY AGREEMENTBusiness Loan, Guaranty, and Security Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Virginia
THIS BUSINESS LOAN, GUARANTY, AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of April 11, 2023 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and AMPHITRITE DIGITAL INCORPORATED, a United States Virgin Islands (USVI) Corporation (“Parent”) and its subsidiaries, STDC Holdings Incorporated, a United States Virgin Islands corporation (“STDC”), Windy of Chicago Ltd. (“WOC”), Paradise Adventures, LLC, a Florida limited liability company (“PCB”), PARADISE YACHT MANAGEMENT, LLC, a United States Virgin Islands (USVI) Corp
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
THIS FIRST AMENDMENT effective June 6, 2023 (the “Effective Date”), by and between Amphitrite Digital Incorporated, a United States Virgin Islands corporation (“Buyer”) and Steve Schlosser, an individual; Michael Hampton, an individual; and Stefan du Toit an individual, jointly and severally (collectively, “Seller”). The Buyer and the Seller shall be collectively referred to herein as the “Parties.”
THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 2nd, 2023 • Amphitrite Digital Inc • Water transportation
THIS THIRD AMENDMENT effective September 15th (the “Effective Date”), by and between Amphitrite Digital Incorporated, a United States Virgin Islands corporation (“Buyer”) and Steve Schlosser, an individual; Michael Hampton, an individual; and Stefan du Toit an individual, jointly and severally (collectively, “Seller”). The Buyer and the Seller shall be collectively referred to herein as the “Parties.”
Supplier AgreementSupplier Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation
This Supplier Agreement (the “Agreement”) is by and between you (“Supplier” or “you”/“your”) and Viator, Inc., on its own behalf and on behalf of other companies in the Viator group including without limitation Viator Systems Pty Ltd (individually and collectively, “Viator” or “we”/“our”/“us”). All defined terms used herein shall have the meaning accorded to such terms in the Agreement.
PROMISSORY NOTE AND DEBT ASSUMPTIONPromissory Note and Debt Assumption • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Utah
BETWEEN: STDC Holdings Incorporated (the “Company”), a company organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at: 6100 Red Hook Qtrs, B1-B2, St. Thomas, USVI 00802
STOCK SALE AND PURCHASE AGREEMENTStock Sale and Purchase Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Florida
THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) dated as of January 18th, 2023 made and entered into by and among Amphitrite Digital Incorporated, a United States Virgin Islands corporation with an address of 6501 Red Hook Plaza, 201-465, St. Thomas, USVI 00802 (“Buyer”) and Donald C. Coker, 706 Iowa Avenue, Lynn Haven, FL 32444 (“Seller”).
ADDENDUM B – PROMMISSORY NOTE SECURED LUMP-SUM PROMISSORY NOTE AGREEMENTPromissory Note • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Florida
BETWEEN: Amphitrite Digital Incorporated, (the “Issuer”) a company organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at/Individual having an address at:
STOCK SALE AND PURCHASE AGREEMENTStock Sale and Purchase Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Illinois
THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) dated as of April 1, 2022 made and entered into by and among Ham and Cheese Events LLC, a Texas limited liability company with a principal place of business located at 5560 Oak Bend Trail, Prosper, TX 75078 (“Seller”) and Amphitrite Digital Incorporated, a United States Virgin Islands corporation with an address of 6501 Red Hook Plaza, 201-465, St. Thomas, USVI 00802 (“Buyer”). Buyer and the Sellers are referred to herein as the “Parties” and each a “Party”.
ARTICLES OF INCORPORATIONArticles of Incorporation • June 16th, 2023 • Amphitrite Digital Inc • Water transportation
BY: Scott Stawski and Hope Stawski (the “Incorporator”), individuals and citizens of the United States of America residing at:
SERVICES AGREEMENTServices Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • New York
SERVICES AGREEMENT (the “Agreement”) dated November 29, 2019 (the “Effective Date”) by and between PARADISE ADVENTURES, LLC, a Florida limited liability company (collectively, “Service Provider”) and BAY POINT MASTER TENANT, LLC, a Delaware limited liability company (“Master Tenant”).
Use of this form by non YBAA members violates copyright laws and is subject to legal action. Valid thru 12/31/2021.Exhibit 10.61 • October 2nd, 2023 • Amphitrite Digital Inc • Water transportation
LICENSE AGREEMENT BETWEEN NAVY PIER, INC. (“LICENSOR”) AND WINDY OF CHICAGO LIMITED (“LICENSEE”)License Agreement • October 2nd, 2023 • Amphitrite Digital Inc • Water transportation • Illinois
LICENSE AGREEMENT made and entered as of May 1, 2023 (the “License”), between the Navy Pier, Inc., an Illinois not for profit corporation (Licensor) and Windy of Chicago Limited, an Illinois Corporation (“Licensee”).
PROMISSORY NOTE AND DEBT ASSUMPTIONPromissory Note and Debt Assumption • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
BETWEEN: STDC Holdings Incorporated (the “Company”), a company organized and existing under the laws of the Territory of the United States Virgin Islands with its head office located at: 6100 Red Hook Qtrs, B1-B2, St. Thomas, USVI 00802
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.Agreement for the Purchase and Sale of Future Receipts • November 7th, 2023 • Amphitrite Digital Inc • Water transportation • New York
This AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIPTS (this “Agreement”) is made as of 09/06/2023, by and between Advance Servicing Inc., a New Jersey corporation having an address at 15 Main Street, Holmdel, New Jersey 07733 (“Buyer”) and the Merchant whose information appears below (“Merchant”).
LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
MECANTS COMMERCIAL BANK 4608 Tutu Park Mall, Suite 100 St. Thomas, U.S. Virgin Islands 00802-1816 Attn: James E. Crites, President/CEO Fax: (340) 779-2266 TERM LOAN AGREEMENT Between MERCHANTS COMMERCIAL BANK 4608 Tutu Park Mall, Suite 100 St. Thomas,...Term Loan Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
THIS TERM LOAN AGREEMENT (the “Agreement” or “Loan Agreement”) is made and dated as of April ___, 2022, by and between MERCHANTS COMMERCIAL BANK, a bank formed under the laws of the United States Virgin Islands, having an address at 4608 Tutu Park Mall, Suite 100, St. Thomas, U.S. Virgin Islands 00802-1816, and any of its successor’s or assigns (the “Lender”), and HAM & CHEESE EVENTS, LLC D/B/A SEAS THE DAY CHARTERS USVI LLC, a Texas limited liability company registered to do business in the U.S. Virgin Islands, having a mailing address of 6501 Red Hook Plaza, PMB 201-465, St. Thomas, VI 00802 (the “Borrower”).
LEASELease Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
AMPHITRITE DIGITAL INCORPORATED SUBSCRIPTION AGREEMENTStock Subscription Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
BETWEEN: Amphitrite Digital Incorporated (the “Company”), a company organized and existing under the laws of the United States Virgin Islands, with its head office located at:
FIRST PREFERRED SHIP MORTGAGEFirst Preferred Ship Mortgage • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
This FIRST PREFERRED SHIP MORTGAGE is made effective as of the ____ day of October, 2020, by HAM & CHEESE EVENTS, LLC (d/b/a, SEAS THE DAY CHARTERS USVI and as MAGENS HIDEAWAY), a Texas limited liability company, whose mailing address is 6501 Red Hook Plaza, Suite 201-465, St. Thomas, U.S. Virgin Islands 00802 (the “Mortgagor”)to BANCO POPULAR DE PUERTO RICO, a commercial banking institution with a mailing address of P.O. Box 8580, St. Thomas, U.S. Virgin Islands 00801 (the “Mortgagee”).
FOURTH AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 7th, 2023 • Amphitrite Digital Inc • Water transportation
THIS FOURTH AMENDMENT effective October 31st, 2023 (the “Effective Date”), by and between Amphitrite Digital Incorporated, a United States Virgin Islands corporation (“Buyer”) and Steve Schlosser, an individual; Michael Hampton, an individual; and Stefan du Toit an individual, jointly and severally (collectively, “Seller”). The Buyer and the Seller shall be collectively referred to herein as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Virgin Islands
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) dated March 24th, 2023 (“Effective Date”) made and entered into by and among Amphitrite Digital Incorporated, a United States Virgin Islands corporation (“Buyer”) and Steve Schlosser, an individual; Michael Hampton, an individual; and Stefan du Toit an individual, jointly and severally (collectively, “Seller”). The Buyer and the Seller shall be collectively referred to herein as the “Parties.”
THIS PREFERRED SHIP MORTGAGEPreferred Ship Mortgage • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
This Preferred Ship Mortgage (this “Mortgage”) is covering the Tall Ship vessel named WINDY, a 1996 148 ft. 4 Masted Gaff Top Sail Schooner Official/Hull Number IL2AO207G818 and U.S.C.G. documentation #1030835 (the “Vessel”) dated this 15th day of April, 2022 in the amount of ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) PLUS INTEREST and made by,
STOCK SALE AND PURCHASE AGREEMENTStock Sale and Purchase Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Illinois
THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) dated as of January 12, 2022 made and entered into by and among Ham and Cheese Events LLC, a Texas limited liability company with a principal place of business located at 5560 Oak Bend Trail, Prosper, TX 75078 (“Buyer”) and Bruce Randall and Karen Randall, each an individual with an address of PO Box 2398 Canovanas PR 00729 (each a “Seller” and collectively the “Sellers”). Buyer and the Sellers are referred to herein as the “Parties” and each a “Party”.
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 21st, 2023 • Amphitrite Digital Inc • Water transportation
THIS SECOND AMENDMENT effective July 31, 2023 (the “Effective Date”), by and between Amphitrite Digital Incorporated, a United States Virgin Islands corporation (“Buyer”) and Steve Schlosser, an individual; Michael Hampton, an individual; and Stefan du Toit an individual, jointly and severally (collectively, “Seller”). The Buyer and the Seller shall be collectively referred to herein as the “Parties.”
PERSONAL GUARANTY AGREEMENTPersonal Guaranty Agreement • June 16th, 2023 • Amphitrite Digital Inc • Water transportation • Illinois
This PERSONAL Guaranty Agreement (the “Guaranty”) is executed as of January 12, 2022 (the “Effective Date”) by and among Scott Stawski and Hope Stawski, each an individual residing at 5560 Oak Bend Trail, Prosper, TX 75078 (each a “Guarantor” and collectively the “Guarantors”) for the benefit of Tall Ship Adventures of Chicago, Inc., an Illinois corporation (the “Company”) having its registered agent office located at 180 N. LaSalle Street, Suite 3800, Chicago, Illinois 60611 (“Tall Ship Adventures”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Windy Purchase Agreements (as hereinafter defined).
