0001683168-24-001063 Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT AUTO PARTS 4LESS GROUP, INC.
Auto Parts 4Less Group, Inc. • February 20th, 2024 • Services-business services, nec • Nevada

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from AUTO PARTS 4LESS GROUP, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) 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).

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WARRANT TO PURCHASE STOCK AUTO PARTS 4LESS GROUP INC.
Auto Parts 4Less Group, Inc. • February 20th, 2024 • Services-business services, nec

THIS STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Growth Ventures or its 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 hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on February __, 2034 (the "Termination Date") but not thereafter, to subscribe for and purchase from Auto Parts 4Less Group Inc., a Nevada corporation (the "Company"), up to 3,102 (three thousand, one hundred two) shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's Series C Convertible Preferred Stock ("Preferred C Stock"); provided, however, in the event of any adjustments pursuant to 2(b) below and the terms herein, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equ

EXCHANGE AGREEMENT
Exchange Agreement • February 20th, 2024 • Auto Parts 4Less Group, Inc. • Services-business services, nec • Nevada

This exchange agreement (the “Agreement”) is entered into as of the January 31, 2024, by and between Auto Parts 4Less Group, Inc., a Nevada corporation (“FLES” or “Company”), and Auctus Fund, LLC (“Auctus”).

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