ContractSecurities Purchase Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation, with headquarters located at 566 West Adams Street, Suite 260, Chicago, IL 60661 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 23, 2019, by and between UBID HOLDINGS, INC, a Delaware corporation, with its address at Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100, Norcross, Georgia 30093 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Security Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $277,500.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus 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 uBid Holdings, Inc., a Delaware corporation (the “Company”), up to 7,000,000 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 by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 26, 2019, by and among the Company and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT INCUMAKER, INC.Security Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • Georgia
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with the merger of Incumaker, Inc., a Delaware corporation (the “Company”), and SkyAuction.com, Inc. (the “Merger”), Michael Hering (the “Holder”), President and CEO of SkyAuction.com, Inc., as recognition of the efforts he made to the consummation of the Merger, 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 the Company up to 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 by the Company as of the date hereof in connection with that certain Agreement and Plan of Merger agreement dated November 12, 2018, by an
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • 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”).
UNCONDITIONAL SECURED GUARANTYUnconditional Secured Guaranty • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • New Jersey
THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement) (“Payee").
PROMISSORY NOTEPromissory Note • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • Delaware
THIS PROMISSORY NOTE ( is entered into as of the date set forth above between Incumaker, Inc., a Delaware corporation located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Maker”), and Michael Hering as the Shareholder Representative (as defined in the Merger Agreement) (“Holder”).
AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 12, 2018 AMONG INCUMAKER, INC., a Delaware corporation, SA.COM ACQUISITION CORP., a Delaware corporation and SKYAUCTION.COM, INC., a Delaware corporation MERGER AGREEMENTMerger Agreement • September 5th, 2019 • uBid Holdings, Inc./New • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2018 (this “Agreement”), by and among INCUMAKER, INC., a Delaware corporation with executive offices located at 327 Dahlonega Road, Suite 1701B, Cumming, GA 30040 (“Incumaker”), SA.COM ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Incumaker (“SAC”), SkyAUCTION.COM, INC., a Delaware corporation with executive offices located at 241 North Avenue West, Westfield, New Jersey 07090 (“Sky”), and Michael Hering (“Hering”), as the Shareholder Representative (as defined hereinafter) of the sky shareholders set forth on Exhibit B attached hereto (“Sky Shareholders”). Sky, in its capacity as the surviving corporation, is hereinafter sometimes referred to as the “Surviving Corporation,” and SAC and Sky are hereinafter sometimes referred to as the “Constituent Corporations” and all of the aforesaid parties hereinafter jointly referred to as the “Parties.”
