COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SCWorx Acquisition corp. 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 hereof (the “Issuance Date”), subject to receipt of the Exchange Approval (as defined in the Purchase Agreement), and on or prior to the close of business on the five (5)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alliance MMA, Inc., a Delaware corporation (the “Company”), up to 335,570 (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “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). This Warrant is issued pursuant to the Purchase Agreement (as defined below
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2018, between Alliance MMA, Inc., a Delaware corporation (the “Company”) and the investor set forth on the signature page hereof (the “Purchaser”).
SHARE EXCHANGE AGREEMENT Alliance MMA, Inc. SCWorx Corp. AND THE STOCKHOLDERS PARTY HERETO Dated as of August [Ÿ], 2018Share Exchange Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of August [Ÿ], 2018, by and among ALLIANCE MMA, INC., a Delaware corporation (“AMMA”), SCWORX CORP., a Delaware corporation (“SCWorx”), and the SCWorx stockholders listed on Schedule A hereto. AMMA and SCWorx are referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A. Other terms are defined within the text. All defined terms are shown in the Index of Defined Terms that follows the table of contents.
AGREEMENTSettlement Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Michael Constantino, with an address of __________________________________________________________ (the “Promoter”).
AGREEMENTPromotional Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Nick Harmeier, with an address of (the “Promoter”).
AGREEMENT COGAAgreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Joe DeRobbio along with PunchDrunk, Inc, with an address of (the “Promoter”).
AGREEMENTPromotional Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Roy Englebrecht, with an address of (the “Promoter”).
AGREEMENTAgreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Scott Sheeley, with an address of (the “Promoter”).
AGREEMENTAsset Purchase Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of July 18, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022, Robert J. Haydak (sometimes hereinafter “Haydak”), CFFC Promotions, LLC, of which Haydak is a Manager (“CFFC”), Maria Haydak (someties hereinafter “M. Haydak”), and Hoss Promotions, LLC, of which M. Haydak is a Manager (“Hoss”).
AGREEMENTPromotional Agreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Danielle Vale, with an address of (the “Promoter”).
AGREEMENT SHOGUNAgreement • September 5th, 2018 • Alliance MMA, Inc. • Services-miscellaneous amusement & recreation • Maryland
THIS AGREEMENT is made effective as of May 31, 2018 and between, Alliance MMA, Inc. (“Alliance” or the “Company”), with an address at 590 Madison Ave, 21st Floor, New York, New York, 10022 and Shogun Fights, LLC (“Shogun”), and John Rallo (“Rallo”)(Shogun and Rallo are hereinafter collectively referred to as the “Promoter”).
