SPYR, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2018, by and between SPYR, Inc., a Nevada corporation, with headquarters located at 4643 S. Ulster St., Suite 1510, Denver, CO 80237 (the “Company”), and COLLIER INVESTMENTS, LLC, a California limited liability company, with its address at 120 Birmingham Drive, Suite 230, Cardiff, CA 92007 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 23rd, 2021 • SPYR, Inc. • Retail-eating & drinking places • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 20, 2021, by and between SPYR, INC., a Nevada corporation (the "Company"), and ARES CAPITAL, INC., a Washington corporation (together with it permitted assigns, the “Buyer”, and together with the Company, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

EXHIBIT
Lease Agreement • August 26th, 1998 • Eat at Joes LTD • Retail-eating & drinking places
COMMON STOCK PURCHASE WARRANT SPYR, INC.
Securities Agreement • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $150,000.00 for the first tranche of $157,894.74 under the $500,000.00 convertible promissory note issued to the Holder (as defined below) on April 20, 2018 by the Company (as defined below) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and 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 on or after the date of issuance hereof, to purchase from Spyr, Inc., a Nevada corporation (the “Company”), up to 200,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as

TERMINATION AND SEVERANCE AGREEMENT
Termination and Severance Agreement • August 30th, 2022 • SPYR, Inc. • Retail-eating & drinking places • Colorado

THIS TERMINATION AGREEMENT (the “Agreement”) is made and effective as of the 31st day of December, 2021, by and between SPYR, Inc. (the “Company”), a Nevada corporation; and Jennifer D. Duettra (“Employee”).

REVOLVING CREDIT LOAN AGREEMENT
Revolving Credit Loan Agreement • September 6th, 2017 • SPYR, Inc. • Retail-eating & drinking places • New York

THIS REVOLVING CREDIT LOAN AGREEMENT, is made this 5th day of September 2017, by and between SPYR, Inc. (the "Borrower"), a Nevada corporation, and Berkshire Capital Management, Inc. ("Lender").

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • September 23rd, 2021 • SPYR, Inc. • Retail-eating & drinking places • Nevada

This equity purchase agreement is entered into as of September 20, 2021 (this "Agreement"), by and between SPYR, Inc., a Nevada corporation (the "Company"), and ARES CAPITAL, INC., a Washington corporation (the "Investor", and together with the Company, the “Parties”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places • Colorado

This Stock Purchase Agreement (“Agreement”) is made and entered into this 19 day of March 2018 (“Effective Date”), by and between SPYR, Inc., a Nevada corporation (“SPYR, Inc.,” or, “Seller”), and Richard Goldfarb, M.D. (“Purchaser”). Seller and the Purchaser may be individually referred to as a “Party” or collectively referred to as the “Parties.”

AGREEMENT FOR THE CONVERSION OF DEBT INTO SHARES OF A PREFERRED CLASS OF COMMON STOCK
Conversion Agreement • January 7th, 2015 • Eat at Joes LTD • Retail-eating & drinking places • Nevada

This Agreement is made by and between EAT AT JOE’S, LTD. (hereafter referred to as the “EAJ”), a corporation organized and operating under the laws of the State of Nevada, with a business address of 670 White Plains Road, Ste. 120, Scarsdale NY 10583 on the one hand, and JOSEPH FIORE, an individual, and BERKSHIRE CAPITAL MANAGEMENT, INC., a corporation organized and operating under the laws of the State of Delaware (hereafter jointly referred to as the “DEBT HOLDERS”), each with a joint business address of 670 White Plains Road, Ste. 120, Scarsdale NY 10583, on the other hand.

CONSULTING AGREEMENT
Consulting Agreement • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places • Colorado

This Consulting Agreement (the “Agreement”), made and effective as of January 12, 2018 (“Effective Date”), is entered into by and between SPYR, Inc., a corporation organized and operating in good standing under the laws of the State of Nevada (herein referred to as the “Company”), with a business address of 4643 South Ulster Street, Regency Plaza, Denver, CO 80237, and Calan Investments, LLC dba Kreloff Capital Partners (hereafter, referred to as the “Consultant”). Both the Company and the Consultant may be individually referred to as a “Party” and jointly referred to as the “Parties.”

Contract
Convertible Note • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places • Nevada

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

SPYR, INC. COMMON STOCK WARRANT SERIES 2018S CLASS A
Securities Agreement • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places

This Common Stock Warrant (“Warrant”) certifies that, for value received, Zakeni Limited, or its assigns (“Holder”) is entitled to purchase from SPYR, Inc., a Nevada corporation (“Company” or “Issuer”), up to a total of One Million (1,000,000) shares of Common Stock (as defined below) (each such share of Common Stock, a “Warrant Share” and all such shares of Common Stock, the “Warrant Shares ”), at any time and from time to time after January 12, 2019 (the “Earliest Exercise Date”) through and including the Expiration Date, all on the terms and subject to the conditions set forth below:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2015 • Eat at Joes LTD • Retail-eating & drinking places • Colorado

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this 23rd day of February, 2015, by and among Mark McGarrity (“McGarrity”), Kennen Palm (“Palm”) and Pilgrim Consulting Services, Inc., a Delaware corporation (“Pilgrim”) (McGarrity, Palm and Pilgrim shall be hereinafter sometimes individually referred to as a “Seller” and shall be hereinafter collectively, jointly and severally referred to as the “Sellers”); and Eat At Joes, Ltd., a Nevada corporation (the “Purchaser”).

CASH WARRANT AGREEMENT
Cash Warrant Agreement • August 31st, 2018 • SPYR, Inc. • Retail-eating & drinking places • Colorado

This Cash Warrant Agreement (“Warrant Agreement”) is entered into by and between SPYR, Inc., a Nevada Corporation (“Company”), with a business address of 4643 South Ulster Street, Suite 1510, Regency Plaza, Denver Colorado 80237, and William D. Moreland, with an address of 1655 East Layton Drive, Englewood, CO 80113 (“Warrant Holder”). Both Company and Warrant Holder may be referred to individually as a “Party” and collectively as the “Parties.”

UNWIND AGREEMENT
Unwind Agreement • January 21st, 2016 • SPYR, Inc. • Retail-eating & drinking places • Colorado

THIS UNWIND AGREEMENT (“Agreement”) is made effective as of the ____ day of December, 2015 by and between Mark McGarrity (“McGarrity”), Kennen Palm (“Palm”), Pilgrim Consulting Services, Inc., a Delaware corporation (“Pilgrim”) (McGarrity, Palm and Pilgrim may be collectively referred to as “Sellers”) and SPYR, Inc. f/k/a Eat at Joes, Ltd., a Nevada corporation (“SPYR” or “Purchaser”).

Amendment to Registration Rights Agreement By and between SPYR, Inc. and, Ares Capital, Inc. Dated: April 26, 2022
Registration Rights Agreement • April 27th, 2022 • SPYR, Inc. • Retail-eating & drinking places
SPYR, Inc., and Subsidiaries Unaudited Pro Forma Consolidated Financial Information
Agreement to Unwind and Dispose of Subsidiary • January 21st, 2016 • SPYR, Inc. • Retail-eating & drinking places

On December 31, 2015, SPYR, Inc. (“SPYR”) entered into an agreement to unwind and dispose of its wholly owned subsidiary Franklin Networks, Inc. (“FNI”). Pursuant to the agreement, the Company agreed to return to 100% of the shares of FNI to its former owners, along with its intangible assets including website properties and goodwill related to: entrée.com, gladiators.com, flawless.com, grubbr.com, parentingpad.com, nutristic.com, crumb.com, gulitytravel.com, and celebrityhq.com. FNI and its former owners agreed to return to SPYR all two million five hundred thousand shares of restricted SPYR common stock issued to them in the initial exchange transaction with FNI.

SUBSIDIARY GUARANTEE AGREEMENT
Subsidiary Guarantee Agreement • September 6th, 2017 • SPYR, Inc. • Retail-eating & drinking places • New York

This SUBSIDIARY GUARANTEE AGREEMENT is dated as of September 5, 2017 among SPYR, Inc., a Nevada corporation (the “Borrower”), SPYR APPS, LLC (the “Guarantor”) and Berkshire Capital Management, Inc. (the “Lender”).

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