REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2019 • Incumaker, Inc. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2018, by and between INCUMAKER, INC., a Delaware corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities 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”). All references to shares of the Company’s Common Stock are on a pre-split basis unless otherwise stated in this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 13th, 2019 • Incumaker, Inc. • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”).
COMMON STOCK PURCHASE WARRANT INCUMAKER, INC.Security Agreement • June 13th, 2019 • Incumaker, Inc. • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of $200,000.00 for the first tranche of $220,000.00 of that certain $220,000.00 senior convertible promissory note issued to the Holder (as defined below) by the Company (as defined below) of even date) (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 Incumaker, Inc., a Delaware corporation (the “Company”), up to 5,250,000 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 of
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018Merger Agreement • June 13th, 2019 • Incumaker, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23, 2018, is entered into by and between Incumaker, Inc., a Delaware corporation (the “Company”), and uBid Holdings, Inc., a Delaware corporation (“UBID”), that hereby agree as follows:
SECURITY AGREEMENTSecurity Agreement • June 13th, 2019 • Incumaker, Inc. • Delaware
THIS SECURITY AGREEMENT (this “Agreement"), is entered into as of November 12, 2018, by and among SkyAuction.com, Inc., a Delaware corporation (the "Guarantor"), and the Michael Hering as Shareholder Representative (as defined in the Merger Agreement, (the "Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Agreement and Plan of Merger (the “Merger Agreement”), that certain Secured Promissory Note (the “Note”), and that certain Secured Unconditional Guaranty (“Guaranty”), entered into by and between Guarantor, the Secured Party, and Incumaker of even date herewith.
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018Securities Purchase Agreement • June 13th, 2019 • Incumaker, Inc.
THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incumaker, Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Security Agreement • June 13th, 2019 • Incumaker, Inc. • Georgia
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ER Opportunity Fund, LP (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 for the Exercise Period (defined below), to purchase from uBid Holdings, Inc. (the “Company”) 5,000,000 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 in connection with the conversion of $132,000 in principal and accrued but unpaid interest of six convertible notes issued by the Company which are held by the Holder.
