REMEMBRANCE GROUP, INC. WARRANT #[__] TO PURCHASE [__] SHARES OF COMMON STOCKWarrant Agreement • December 4th, 2020 • Remembrance Group, Inc. • Services-personal services • Delaware
THIS CERTIFIES that, for value received, [__], its successors and permitted assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Remembrance Group, Inc., a Delaware corporation with principal offices at 365 5th Ave South, Suite 201, Naples, FL 34102 (the “Company”), together with its successors and assigns including, without limitation, any entity in to which the Company may convert or merge with, [__] Shares of the Company’s Common Stock (the “Shares”), at the Exercise Price (defined below), subject to the provisions and upon the terms and conditions hereinafter set forth.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 4th, 2020 • Remembrance Group, Inc. • Services-personal services • Delaware
This Subscription Agreement (this “Agreement”) has been executed by each subscriber executing a counterpart signature page attached hereto and set forth on Schedule I (each, a “Subscriber”) in connection with the private placement (the “Offering”) of REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”). Pursuant to the Offering, the Company is seeking to raise up to Four Million, Eight Hundred Eighty-Four Thousand, Nine Hundred Ninety Nine Dollars and Eighty Four Cents ($4,884,999.84) through the sale of 4,361,607 shares of the Company’s Series B Convertible Preferred Stock, $0.0001 par value per share (“Series B Convertible Preferred Stock”), at a purchase price of $1.12 per share (the “Purchase Price”), along with warrants (the “Warrants”) to purchase a number of shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), that is equal to 25.11% of the number of shares of Series B Convertible Preferred Stock being issued to the Subscribers, to t
CONVERSION AGREEMENTConversion Agreement • December 4th, 2020 • Remembrance Group, Inc. • Services-personal services
This CONVERSION AGREEMENT (this “Agreement”), dated as of November 13, 2020 (the “Effective Date”), is entered into by and between Remembrance Group, Inc., a Delaware corporation (the “Company”), and the holder of a Note (as defined below) listed on the signature page hereto (the “Holder”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Note (as defined below).
