REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS 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”).
COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Common Stock Purchase Warrant • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $112,750.00 convertible note to the Holder (as defined below) of even date) (the “Note”), EMA Financial, 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 2,800,000 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 August 15, 2019, by and among the Company and the Hol
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2020 • RDE, Inc. • 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”).
PROMISSORY NOTEMerger Agreement • August 31st, 2020 • RDE, Inc. • 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 AGREEMENTAgreement and Plan of Merger • August 31st, 2020 • RDE, Inc. • 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.”
LEAKOUT AGREEMENTLeakout Agreement • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Leakout Agreement (this “Agreement”) is entered into this 7th day of May 2020, between uBid Holdings, Inc. (the “Company”) and EROP Capital LLC (the “Stockholder”).
