0001493152-23-022335 Sample Contracts

Opti-Harvest, Inc. and Colonial Stock Transfer Company, Inc., as Warrant Agent Warrant Agency Agreement Dated as of [_____], 2023 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • June 26th, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • New York

WARRANT AGENCY AGREEMENT, dated as of [____], 2023 (“Agreement”) between Opti-Harvest, Inc., a Delaware corporation (the “Company”), and Colonial Stock Transfer Company, Inc., a corporation organized under the laws of Utah (the “Warrant Agent”).

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OPTI-HARVEST, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 26th, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • Delaware

This Investors’ Rights Agreement (this “Agreement”) is made as of April ___, 2023, by and among Opti-Harvest, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

OPTI-HARVEST, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 26th, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April ___, 2023 (the “Effective Date”), by and among Opti-Harvest, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).

CONVERTIBLE NOTE CONVERSION AGREEMENT
Convertible Note Conversion Agreement • June 26th, 2023 • Opti-Harvest, Inc. • Farm machinery & equipment • Delaware

THIS CONVERTIBLE NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of June, 2023 by and between Opti-Harvest, Inc., a Delaware corporation (the “Company”), and the individual listed on the signature page hereto (the “Noteholder”).

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