1-a Sample Contracts
METATRON APPS INC. COMMON STOCK PURCHASE WARRANTSecurity Agreement • June 8th, 2023 • Metatron Apps, Inc. • Services-computer processing & data preparation • Delaware
THIS 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 “Initial Issue Date”) and on or prior to the close of business on the two (2) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Metatron Apps Inc., a Delaware 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).
Standard Contracts
ContractIndemnification Agreement • September 14th, 2016 • Stocosil Inc. • Pharmaceutical preparations • Delaware
BLOCKSTACK PBC INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Blockstack PBC, a Delaware public benefit corporation (the “Company”), and the undersigned (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2023 • Future of Housing Fund, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of ________ __, 2023, by and between Future of Housing, Inc., a Maryland corporation (the “Company”); and [DIRECTOR/OFFICER] (“Indemnitee”).
CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • May 15th, 2024 • Bioquest Corp • Pharmaceutical preparations • Nevada
THIS CLASS A 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 “Initial Issue Date”) and on or prior to the close of business on the two (2) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioQuest Corp., a Nevada 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2024 • Accredited Solutions, Inc. • Beverages • Nevada
This Securities Purchase Agreement (the “Agreement”) is dated as of August 29, 2024, by and between Accredited Solutions, Inc., a Nevada corporation (the “Company”), and JanBella Group, LLC (the “Buyer”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BETTER CHOICE COMPANY INC.Pre-Funded Common Stock Purchase Warrant • August 30th, 2024 • Better Choice Co Inc. • Beverages • New York
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 Better Choice Company Inc., a Delaware 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 • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2019, by and between UBID HOLDINGS, INC., a Delaware corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT THE3RDBEVCO inc.Common Stock Purchase Warrant • July 24th, 2020 • The3rdBevco Inc.
THIS 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 on or prior to 5:00 p.m. (New York City time) on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenpower Motor Company, Inc., a Canadian corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Conversion Price is adjusted pursuant to 2(b) below, 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 equal the aggregate Exercise
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 288, LLCLimited Liability Company Operating Agreement • June 7th, 2023 • Masterworks 288, LLC • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 288, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2023, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).
COMMON STOCK PURCHASE WARRANT The3rdbevco, inc.Common Stock Purchase Warrant • November 17th, 2022 • The3rdBevco Inc. • Beverages
THIS 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 on or prior to 5:00 p.m. (New York time) on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from The3rdBevCo, Inc., a New York corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Conversion Price is adjusted pursuant to 2(b) below, 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 equal the aggregate Exercise Price immediately
COMMON STOCK PURCHASE WARRANT BOATIM, INC.Security Agreement • February 9th, 2022 • Boatim Inc. • Services-computer processing & data preparation • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain secured convertible promissory note dated December 20, 2021, in the original principal amount of $275,000 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Medithority, LLC, a Nevada limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from BOATIM, INC., a Nevada corporation (the “Company”), up to 1,100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the Issuance
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • June 7th, 2023 • Masterworks 288, LLC • New York
This intercompany agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent, “Masterworks”) and MASTERWORKS 288, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herei
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • May 21st, 2021 • RoyaltyTraders LLC • Delaware
THIS ESCROW AGREEMENT, effective as of _____________, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability compnay located at 525 Green Place, Woodmere, NY 11598; and ____________________________, a __________________________ (“Issuer”) located at ___________________________________________________________________.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2022Administrative Services Agreement • August 11th, 2022 • Masterworks 148, LLC • Retail-retail stores, nec • New York
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 148, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2023Management Services Agreement • June 7th, 2023 • Masterworks 288, LLC • New York
This Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 288, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • Delaware
This Indemnification Agreement (“Agreement”), dated as of September ____, 2019 [DATE], is by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”) and ____________________ [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
CONVERTIBLE NOTE DUE SEPTEMBER 24, 2021Convertible Security Agreement • December 16th, 2020 • Pacific Software, Inc. • Services-prepackaged software • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued notes of Pacific Software, Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 2 Bloor St. East, Suite 3500, Toronto, Canada, M4W 1A8, due September 24, 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
ContractPromissory Note • May 6th, 2021 • Otis Collection LLC • Retail-retail stores, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR OTHER APPLICABLE SECURITIES LAWS OR, IN THE ABSENCE THEREOF, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THIS NOTE IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.
Series Collection Drop 004, a Series of Otis Collection LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (the “Broker”) Subscription Agreement to subscribe for Series Collection Drop 004,...Subscription Agreement • May 6th, 2021 • Otis Collection LLC • Retail-retail stores, nec • New York
Please complete the following ACH payment details in order to automatically transfer money into the escrow account. This section can be left blank in the case of electronically initiated payments.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 6th, 2021 • Otis Collection LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this March 29, 2021, by and between (i) Series Collection Drop 004, a Series of Otis Collection LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
ContractWarrant Agreement • July 2nd, 2018 • Soligen Technologies Inc • Nonferrous foundries (castings) • Wyoming
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOLIGEN TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERSEngagement Letter and Agreement Among Co-Managers • December 22nd, 2022 • Masterworks 210, LLC • Retail-retail stores, nec • New York
This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 210, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Co-Managers” and each, a “Co-Manager”) to act as Co-Managers for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”) to purchasers, who will subscribe for the securities via the Client’s online investment platform at www.masterworks.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability c
HIMALAYA TECHNOLOGIES, INC. FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2023 • Himalaya Technologies, Inc • Crude petroleum & natural gas • Nevada
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 9th, 2024 • Pacaso Inc. • Real estate operators (no developers) & lessors • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 1st day of September, 2021, by and among Pacaso Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Investors that become a party to this Agreement in accordance with Section 6.9 hereof.
INDEMNIFICATION AGREEMENT by and between Zicix Corporation and Kurt Spenkoch Indemnitee INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2020 • Zicix Corp • Nevada
THIS AGREEMENT is entered into, effective as January 13, 2020 of by and between Zicix Corporation a Nevada corporation (the “Company”), and Kurt Spenkoch, INDEMNITEE (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 19th, 2022 • Coyuchi, Inc. • California
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [__________ __, 20__], between Coyuchi, Inc., a California corporation (the “Company”), and [________________] (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 13 hereof.
FORM OF ENGAGEMENT LETTEREngagement Letter • September 29th, 2021 • Masterworks 084, LLC • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 084, LLC (the “Client;” “Masterworks 084”) engages Independent Brokerage Solutions LLC (the “Financial Adviser;” “IndieBrokers”). IndieBrokers is engaged to act as the exclusive underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2022 • GenesisAI Corp • Services-computer integrated systems design • Delaware
This Indemnification Agreement (this “Agreement”) dated as of _____________, 2022, is made by and between GenesisAI Corporation, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 31st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2019, is entered into by and between UBid Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
Landa LeaseResidential Lease Agreement • September 17th, 2021 • Landa App 2 LLC • Real estate • Georgia
This Residential Lease Agreement (hereinafter “Lease”) is entered into this on 26th day of August, 2021 by and between the Lessor: Landa Properties LLC (hereinafter referred to as “Landlord”), and the Lessee(s): [***]. All Lessees (hereinafter referred to collectively as “Tenant”), are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease.
Broker-Dealer AgreementBroker-Dealer Agreement • September 29th, 2022 • Ysmd, LLC
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between YSMD, LLC (“Client”), a California Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of November 8, 2021 (the “Effective Date”):
Series #TICKER, a series of RSE Portfolio, LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and member of FINRA and SIPC (“Dalmore” or the “BOR”) Subscription Agreement to subscribe for Series #TICKER, a series of RSE...Subscription Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • Delaware
FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF HAPPYNEST OPERATING PARTNERSHIP, LP Dated as of ________________ ContentsLimited Partnership Agreement • December 27th, 2018 • HappyNest REIT, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF HAPPYNEST OPERATING PARTNERSHIP, LP (this “Agreement”) dated as of __________, is entered into among HAPPYNEST REIT, INC., a Delaware corporation, as general partner (the “General Partner”), and initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 26th, 2024 • Fanbase Social Media, Inc. • Delaware
PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
