STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 3, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and DISPLAY SOCIAL, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec
This Employment Agreement ("Agreement") is entered into as of January 7, 2022 by and between Display Social, Inc., a Delaware company (the "Company"), and Oliver D. Welch ("Executive") setting forth the terms of Executive's employment with the Company.
AGREEMENT AND PLAN OF MERGER BY AND AMONG UNIVERSAL SECURITY INSTRUMENTS, INC., D-U MERGER SUB, INC. AND INFINITE REALITY, INC. Dated as of February 25, 2022Merger Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of February 24, 2022 (the “Effective Date”) by and among (i) Universal Security Instruments, Inc., a Maryland corporation (“Parent”), (ii) D-U Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (iii) Infinite Reality, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”. Certain capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of October 2021 by and between LookWithUs.com, Inc. a Delaware corporation (“Seller”) and tsu Inc. (d/b/a Display), a Delaware corporation (“Purchaser”).
Master NFT Technology Development And Services AgreementMaster NFT Technology Development and Services Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • New York
This Master NFT Technology Development And Services Agreement (the "Agreement") is entered into as of December 8, 2021 (the “Effective Date”) by and between Display Social, Inc., a Delaware Corporation, having an address of 75 North Water Street, Norwalk, CT 06854 (“Display”) and BQT Technologies, LTD, a United Kingdom Limited Liability Company, having a registered address at Liberty House, 222 Regent Street, London, W1B STR, UK(“BQT”). Display and BQT collectively referred to as a “Party” or the “Parties.”
Agreement and Plan of Merger and Reorganization by and among Display Social, Inc., Tsu Productions, Inc., Thunder Studios, Inc., Sellers (as Defined Herein) And For limited purposes herein, Rodric David, as Sellers’ Representative Dated as of January...Merger Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), dated as of __, 2022 (the “Effective Date”), is among Display Social, Inc., a Delaware corporation (“Parent”); Tsu Productions, Inc., a Delaware corporation (“Merger Sub”); Thunder Studios, Inc., a California corporation (the “Company”); the stockholders, option holders, warrant holders and any other holder of securities or instruments convertible into stock of the Company listed on Schedule 7.1 hereto (each referred to as a “Seller” and collectively referred to as “Sellers”); and, solely for the purposes of Section 7.10 herein, Rodric David, as the Sellers’ Representative (the “Sellers’ Representative”). Parent and Sellers are referred to in this Agreement collectively as the “Parties,” and individually as a “Party.”
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • New York
This Note and Warrant Purchase Agreement, dated as of July 1, 2021 (this “Agreement”), is entered into by and among tsu Inc. (d/b/a display), a Delaware corporation (the “Company”), the persons and entities listed on the schedule of investors attached hereto as Schedule I (each a “Lender” and, collectively, the “Lenders”), as such Schedule I may be amended in accordance with Section 7 hereof, and Black, Inc., a Ontario corporation, as collateral agent (in such capacity, the “Collateral Agent”).
OPTION AGREEMENTOption Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • New York
This Option Agreement (this “Agreement”) is made and entered as of October 12, 2021, by and between tsu Inc. (d/b/a Display), a Delaware corporation (the “Company”) and LookWithUs.com, Inc., a Delaware corporation (the “Stockholder”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among DISPLAY SOCIAL, INC., INFINITE REALITY, LLC, SELLERS (AS DEFINED HEREIN) AND For limited purposes herein, ELLIOTT JOBE, AS SELLERS’ REPRESENTATIVE DATED AS OF JANUARY 7, 2022Membership Interest Purchase Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of __, 2022 (the “Effective Date”), is among Display Social, Inc., a Delaware corporation (“Purchaser”); Infinite Reality, LLC, a California limited liability company (the “Company”); the members, option holders, warrant holders and any other holder of securities or instruments convertible into membership interests of the Company listed on Schedule 7.1 hereto (each referred to as a “Seller” and collectively referred to as “Sellers”); and, solely for the limited purposes set forth herein, Elliott Jobe, as the Sellers’ Representative (the “Sellers’ Representative”). Purchaser and Sellers are referred to in this Agreement collectively as the “Parties,” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGER INFINITE REALITY, INC. IR ESPORTS MERGER SUB I, INC. IR ESPORTS MERGER SUB II, LLC REKT GLOBAL, INC. AND STOCKHOLDERS REPRESENTATIVE APRIL 8, 2022 DATED AS OF APRIL 8, 2022Merger Agreement • May 16th, 2022 • Universal Security Instruments Inc • Wholesale-electronic parts & equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 8, 2022 (the “Agreement Date”), by and among Infinite Reality, Inc., a Delaware corporation (“Purchaser”); ReKTGlobal, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”) IR eSports Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Sub I”), IR eSports Merger Sub II, Inc., a Delaware limited liability company and a wholly-owned subsidiary of Purchaser (“Sub II”, and together with Sub I, the “Merger Subs”), and Parrish McIntyre, solely in his capacity as Stockholder Representative (“Stockholder Representative”).
