SUBORDINATED CONVERTIBLE PROMISSORY NOTE DUE _____________, 2024Convertible Security Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks • New York
THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Americrew Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 21 Omaha Street, Dumont, NJ 07628, designated as its Convertible Promissory Note due ____________, 2024 (the “Note”).
GUARANTY AGREEMENTGuaranty Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of _____________, 2022 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the Purchasers from time to time party to the Purchase Agreement (as defined below) (together with their respective successors and assigns, including, any future holder of the 2022 Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of _____________, 2022, by and among Americrew Inc., a Delaware corporation (the “Company”) and the purchasers from time to time party hereto as “Purchasers” (together with their respective successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”).
CLASS B COMMON STOCK PURCHASE WARRANT AMERICREW INC.Class B Common Stock Purchase Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or his 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 ____________, 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on ____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmeriCrew Inc., a Delware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ___ day of _________, 2022 by and among Americrew Inc., a Delaware corporation (the “Company”), and the purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CLASS A COMMON STOCK PURCHASE WARRANT AMERICREW INC.Class a Common Stock Purchase Agreement • October 6th, 2022 • AmeriCrew Inc. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or his 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 ____________, 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on ____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AmeriCrew Inc., a Delware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
