0001731122-21-000612 Sample Contracts

No. 001
Warrant Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 2, 2020 (THE “SECURITIES PURCHASE AGREEMENT”), NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada

This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 28, 2021 is entered into between Sentient Brands Holdings, Inc., a California corporation (the “Company”), and Sentient Brands Holdings Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes together referred to herein as the “Constituent Entities.”

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • New York

THIS STOCK PLEDGE AGREEMENT, effective as of December 2, 2020, is executed by Principal Holdings, LLC (the “Pledgor”), a preferred shareholder of Intelligent Buying, Inc., in favor of Emil Assentato ( “Lender”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 3, 2020, by and among Intelligent Buying, Inc., a California corporation, with headquarters located at 340 Madison Avenue, 19th Floor, New York, NY 10173 (the “Company”), and the purchaser buyer set forth on the signature pages hereto (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2021 • Sentient Brands Holdings Inc. • Retail-computer & computer software stores • Nevada

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 2, 2020, by and among Intelligent Buying, Inc., a Delaware corporation, with headquarters located at 340 Madison Avenue, 19th Floor, New York, New York 10173 (the “Company”), and the purchaser set forth on the signature page hereto (the “Buyer”).

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