COMMON STOCK PURCHASE WARRANT UBID HOLDINGS, INC.Common Stock Purchase Warrant • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EROP Capital LLC (including any permitted and registered assigns, the “Holder”), are 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 33,333 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 8th, 2022 • RDE, Inc. • 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”).
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, 2018Agreement and Plan of Merger • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • 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:
CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASEConsent and Agreement • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), individually, and in his capacity as the representative (the “Shareholder Representative”) for certain former SkyAuction shareholders identified in the Merger Agreement (defined below) and Salvatore Esposito (“Esposito”). uBid Holdings, SkyAuction, Esposito, Hering and the Shareholder Representative are hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 31, 2022 by and among (i) RDE, Inc., a Delaware corporation (“RDE”), (ii) GameIQ Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of RDE (“Merger Sub”), and (iii) GameIQ, Inc., a California corporation (“GameIQ”). RDE, Merger Sub and GameIQ are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 8th, 2022 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement.
