ContractSigning Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • New York
THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of May 17, 2022 (the “Effective Date”), between the Joshua A. Donaldson Revocable Trust, Joshua Donaldson, an individual, his spouse _________________________, to the extent of such spouse’s community property interest, if any (collectively, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to each as a “Party,” and collectively, the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
STOCK OPTION AGREEMENTStock Option Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or any 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 following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on __________, 2028,1 subject to the provisions of Section 2 below (the “Termination Date”) but not thereafter, to subscribe for and purchase from Signing Day Sports, Inc., a Delaware corporation (the “Company”), up to ______________ shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $2.50.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTAnd Inventions Assignment Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
In consideration of my employment or continued employment by SIGNING DAY SPORTS, INC., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows:
ContractSubscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
STANDARD MULTI-TENANT OFFICE LEASE - GROSSMulti-Tenant Office Lease • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
SHAREHOLDER AGREEMENTShareholder Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This SHAREHOLDER AGREEMENT (“Agreement”), effective as of May 17, 2022 (the “Effective Date”), is entered into by and among the shareholders set forth on Exhibit A (the “Shareholders”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”) with respect to the following:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of April 26, 2022 (the “Effective Date”), between Zone Right, LLC, Glen Kim, and his spouse, Jessica Lee, to the extent of such spouse’s community property interest, if any (together, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to as each, a “Party,” and collectively, the “Parties.”
SUBSCRIPTION AGREEMENT (This “Agreement”)Subscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Units (as defined below) of Signing Day Sports, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Units pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $1,000,000 (the “Maximum Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amou
INVESTOR RIGHTS AND LOCK-UP AGREEMENTRights and Lock-Up Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2021 by and among SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”) and the investor on the signature page hereto.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of August 8/9/2021, 2021, is by and between the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser”) and SIGNING DAY SPORTS, LLC, a Arizona limited liability company having its principal office at 7272 E. Indian School Road, Ste 101, Scottsdale, Arizona 85251 (the “Company”). The Company’s Amended and Restated Operating Agreement, as substantially set forth on Exhibit B to this Agreement (collectively, the “Operating Agreement”).
January 13, 2022Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation
We are delighted to enter into this Offer Letter (the “Agreement”) to memorialize the terms under which you will continue to serve as Chief Executive Officer of Signing Day Sports, Inc. (the “Company”).
Via [email, mail or courier] [Consultant or Vendor Name] [Consultant Address] Re: Service Provider Agreement Dear [Consultant or Vendor First Name]:Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Arizona
This engagement letter (this “Agreement”) sets forth the terms and conditions pertaining to the retention of [name of Consultant or Vendor] (“Service Provider”, “you”, and “your”) by Signing Day Sports, Inc. (“SDS,” the “Company,” “we,” “us,” and “our”) as a [consultant or vendor] and the provision of Services (as defined below) by you to us.
CANCELLATION AND EXCHANGE AGREEMENTCancellation and Exchange Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
THIS CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of _______________ (the “Effective Date”), by and among Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned holder of the SAFE (as defined below) set forth on the signature page (the “Holder” and, together with the Company, the “Parties”).
WORK FOR HIRE AGREEMENT - ACKNOWLEDGEMENT AND ASSIGNMENTWork for Hire Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This Work for Hire Agreement - Acknowledgement and Assignment (the “Agreement”) is entered into this 17th day of August, 2022 (the “Effective Date”) by and between Signing Day Sports (“Client”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Developer”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of May 2, 2022 (the “Effective Date”), between Midwestern Interactive, LLC (“Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to as each, a “Party,” and collectively, the “Parties.”
FIRST AMENDMENT TO LEASEWork Letter Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This First Amendment to Lease (the “Amendment”) is dated for reference purposes as April 1, 2023, and is made and entered into by and between M4 PERIMETER, LLC, an Arizona limited liability company (’‘Landlord’’), and SIGNING DAY SPORTS, INC, a Delaware corporation (incorrectly identified as an Arizona corporation in that certain Office Lease) (“Tenant”), with reference to the following recitals of fact:
SIGNING DAY SPORTS INC. RESTRICTED STOCK AWARD AGREEMENT (Vendor or Consultant)Restricted Stock Award Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into this ______ day of ______________ (the “Effective Date”) by and between Signing Day Sports, Inc. (the “Company”), which is a Delaware corporation, and _______________________________ (the “Grantee”), [an individual or, if a company, list organizational form and the state under whose laws it is formed]. The Company and Grantee are also referred to from time to time herein collectively as the “Parties” and each individually as a “Party.”
SETTLEMENT AGREEMENT, RELEASE OF CLAIMS, AND COVENANT NOT TO SUESettlement Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS SETTLEMENT AGREEMENT, RELEASE OF CLAIMS, AND COVENANT NOT TO SUE (the “Settlement Agreement”) is made and entered into as of January 12, 2023 (the “Effective Date”) by and between Signing Day Sports, Inc., a corporation organized under the laws of the State of Delaware with a place of business at 8753 E. Bell Road, #110, Scottsdale, AZ 85260 (“SDS”), and John Dorsey, an individual who resides in Maricopa County, Arizona (“Dorsey”). SDS and Dorsey are also each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This executive employment agreement (the “Agreement”) is made and entered into as of April 5, 2023 (the “Effective Date”) by and between Signing Day Sports, Inc., a Delaware corporation with an office at 8355 East Hartford Drive, Suite 100, Scottsdale, AZ 85255 (“SDS” or the “Company”), and Richard Symington, an individual (“Executive”). SDS and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Party.”
DRAFT SPONSORSHIP AGREEMENTDraft Sponsorship Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New Jersey
This Agreement, entered into on this 9th day of September, 2022, between: Goat Farm Sports, owner and producer of the U.S . Army Bowl (“BOWL”) and the events listed hereafter, a New Jersey company with offices located at 14 Hemlock Road, Columbia, New Jersey 07832 and SIGNING DAY SPORTS INC. (SDS) with an address of (8753 E. Bell RD Suite 110 Scottsdale AZ 852260) BOWL and SDS are also reffered to herein as a “Party” and “Parties”).
CONSENT TO SUBLEASESublease • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This Consent to Sublease (this “Agreement”) is executed as of December 1, 2021, between SCOTTSDALE FINANCIAL CENTER OWNER LLC, a Delaware limited liability company (“Landlord”), SIGNING DAY SPORTS, LLC, an Arizona limited liability company (“Tenant”), and EXACT PAYMENTS OPCO LLC, a Delaware limited liability company (“Subtenant”).
REPURCHASE AND RESIGNATION AGREEMENTRepurchase and Resignation Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS REPURCHASE AND RESIGNATION AGREEMENT (the “Repurchase Agreement”), dated March 21, 2023 (the “Effective Date”), by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Dennis Gile, an individual (the “Gile”). Each of the Company and Gile is sometimes referred to in this Repurchase Agreement individually as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER OF SIGNING DAY SPORTS, LLC, SIGNING DAY SPORTS BASEBALL, LLC, AND SIGNING DAY SPORTS FOOTBALL, LLC WITH AND INTOSettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this “Plan of Merger”) sets forth the terms and conditions for the merger (the “Merger”) of Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), and Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC” and, together with SDS LLC and SDSB LLC, the “Merging Entities”), with and into Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.” or “Surviving Corporation”). The Merging Entities and the Surviving Corporation shall hereinafter be referred to collectively as the “Constituent Entities”.
COLLABORATION AND REVENUE-SHARING AGREEMENTCollaboration and Revenue-Sharing Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS COLLABORATION AND REVENUE-SHARING AGREEMENT (the “Agreement”) is made and entered into as of October 31, 2022 (the “Effective Date”) by and between Signing Day Sports, Inc., a corporation organized under the laws of the State of Delaware with a place of business at 9112 E. Verde Grove View, Scottsdale, AZ, 85255 (“SDS”), and Louisville Slugger Hitting Science Center LLC, a limited liability company formed under the laws of the Commonwealth of Kentucky with a place of business at 9451 Westport Road, Louisville, KY 40241 (“LSHSC”). LSHSC and SDS are also each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
ContractSigning Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SIGNING DAY SPORTS, INC. WARRANT TO PURCHASE EQUITY SECURITIESSigning Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Arizona
This certifies that, for good and valuable consideration, the receipt of which is hereby acknowledged, ___________ (“Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from Signing Day Sports, Inc., a Delaware corporation (the “Company”), the number of fully-paid and nonassessable shares (the “Shares”) of the Company’s Common Stock (or, if an Alternative Liquidity Event has occurred an Issuer’s Common Stock) at a price per share as set forth below. This Warrant is being issued to the Holder in connection with the Holder’s purchase of a Convertible Unsecured Note of the Company dated on or about the date hereof (the “Promissory Note”). Holder shall be entitled to purchase the Shares in accordance with Section 2 at any time subsequent to the date of this Warrant set forth above and prior to the Expiration Date (as defined below). The Shares of the Company or the Issuer are subject to adjustment from time to time pursuant to the terms hereof. Capitalize
Form of NoteSigning Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Arizona
FOR VALUE RECEIVED, Signing Day Sports, Inc., a Delaware corporation (“SDS” or the “Maker”), hereby promises to pay to the order of _________________________ (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”) the amount set out above as the Original Principal Amount, as adjusted pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether following the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
Master Services AgreementMaster Services Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This Master Services Agreement (the “Agreement”) dated January 12, 2022 (“Effective Date”) is entered into by and between SAGE186, LLC, with its principal place of business at 4802 E. Ray Rd., STE 23-691 Phoenix, AZ 85044 (“Consultant”) and Signing Day Sports, with its principal place of business at 7272 E. Indian School Rd., 101, Scottsdale, AZ 85251 (“Customer”) (each individually a “Party” and collectively the “Parties”). The provisions of this Agreement shall apply to Services provided to Customer as of the Effective Date of this Agreement.
GENERAL WAIVER AND RELEASE AGREEMENT DENNIS GILESigning Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation
LEASE AGREEMENT BETWEEN SCOTTSDALE FINANCIAL CENTER OWNER LLCLease Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
Premises: Suite No. 101, containing 4,025 rentable square feet, in the building commonly known as 7272 Old Town (the “Building”), and whose street address is 7272 East Indian School Road, Scottsdale, Arizona 85251. The Premises are outlined on the plan attached to the Lease as Exhibit A. The land on which the Project is located (the “Land”) is described on Exhibit B. The term “Project” shall collectively refer to the Building, the Land and the driveways, parking facilities, and similar improvements and easements associated with the foregoing or the operations thereof.
