0001140361-24-039006 Sample Contracts

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • Delaware

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of October 10, 2023 by and among Tesseract Collective, Inc., a Delaware corporation, dba Tesseract Icons (the “Company”), the Homebase, Ltd., a Bahamian limited corporation (“Homebase”) and listed on Schedule A, and the Key Holders (as defined below) listed on Schedule B.

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INVESTORS RIGHTS AGREEMENT
Investors Rights Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • Delaware

THIS INVESTORS RIGHTS AGREEMENT (this “Agreement”), is made as of October 10, 2023, by and among Tesseract Collective, Inc., a Delaware corporation, dba Tesseract Icons (the “Company”), and Homebase Ltd., a Bahamian limited corporation (“Homebase”), as listed on Schedule A hereto and referred to in this Agreement as an “Investor”.

INDEMNITY AGREEMENT
Indemnity Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ___, 2024, is made by and between TESSERACT COLLECTIVE, INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”), and will become effective upon the closing of the Company’s initial public offering.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2023, is entered into between Tesseract Collective, Inc. (the “Company”) and David Todrin (“Executive,” together with the Company, the “Parties” and, each, a “Party”).

FIRST AMENDMENT TO MASTER LICENSE AGREEMENT
Master License Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services

This First Amendment to Master License Agreement (the “First Amendment”) is effective as of the date this First Amendment is executed by both Parties (the “Effective Date”) by and between Aetas Aurea Holding Ltd., with an address of One Marina – unit 9, Palm Bay, Yamacraw Hill Road, N.P. Bahamas, with Registered Offices in Olde Towne Marina – Second Floor, Sandyport, Nassau, Bahamas (“Licensor”) and Tesseract Collective, Inc., a Delaware Corporation with its principal place of business at 45 Rockefeller Plaza, 20th Floor, New York, New York 10111 (“Licensee”). Each of the Licensor and Licensee shall be referred to in this First Amendment as a “Party” and collectively, the “Parties.”

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • Delaware
ESCROW AGREEMENT
Escrow Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • New York

This ESCROW AGREEMENT (this “Agreement”) made as of __, 2024, by and among Tesseract Collective, Inc., (the “Issuer”) and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”).

Master License Agreement
Master License Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • New York
FIRST AMENDMENT TO MASTER LICENSE AGREEMENT
Master License Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services

This First Amendment to Master License Agreement (the “First Amendment”) is effective as of the date this First Amendment is executed by both Parties (the “Effective Date”) by and between Societe Civile Pour L’ourve Et La Memoire D’Antoine De Saint-Exupery – Succession Saint Exupery – D’Agay, a French Company with its head office at 13, Boulevard Edgar Quinet, 75014, Paris, France (“Licensor” or “Pomase”) and Tesseract Collective, Inc., a Delaware Corporation with its principal place of business at 45 Rockefeller Plaza, 20th Floor, New York, New York 10111, USA (“Licensee”), and in the presence of Caravanserai Partners SL, a Spanish company with its head office at Avenida De La Generalitat, 216 401, 08174 Sant Cugat, Barcelona, Spain. Each of the Licensor and Licensee shall be referred to in this First Amendment as a “Party” and collectively, the “Parties.”

Framework Agreement
Framework Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services

Sentebale, a registered charity (No. 1113544) and registered company in England and Wales (No. 05747857), with its principal place of business at 17 Gresse Street, 6 Evelyn Yard Entrance, London W1T 1QL, United Kingdom, hereinafter "Sentebale", duly represented by Mr. Richard Miller;

SUBSCRIPTION AGREEMENT FOR COMMON STOCK
Subscription Agreement • August 29th, 2024 • Tesseract Collective, Inc. • Finance services • New York

Tesseract Collective, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”) hereby agree as follows:

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