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 • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2024, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 909 18th Avenue South, Suite A, Nashville, Tennessee 37212 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (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).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS [ ], LLC December 31, 2023Limited Liability Company Operating Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks [ ], LLC, a Delaware limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers of the Company.
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
FORM OF SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT Dated as of December 31, 2023Administrative Services Agreement • January 4th, 2024 • Masterworks 007, LLC • Retail-retail stores, nec • New York
This Second Amended and Restated 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 [ ], 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”), and amends and restates in its entirety the Administrative Services Agreement (the “Original Agreement”), dated as of [ ], and amended on [ ], by and among the Parties. 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 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT Dated as of December 31, 2023Management Services Agreement • January 4th, 2024 • Masterworks 172, LLC • Retail-retail stores, nec • New York
This Amended and Restated 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 [Entity Number], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [Entity Number] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Management Services Agreement (the “Original Agreement”), dated as of [ ], by and among the Parties. 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 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
LGX ENERGY CORP. SUBSCRIPTION AGREEMENTSubscription Agreement • March 17th, 2023 • LGX Energy Corp. • 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 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 24th, 2021 • Masterworks 083, LLC • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 083, LLC (the “Client;” “Masterworks 083”) 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”).
Broker-Dealer AgreementBroker-Dealer Agreement • November 2nd, 2021 • Fearless Films, Inc. • Services-motion picture & video tape production
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Fearless Films, Inc., a Nevada corporation (the “Client”), 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 October 26, 2021 (the “Effective Date”):
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC Effective as of January 1, 2023Operating Agreement • August 11th, 2023 • Fundrise East Coast Opportunistic REIT, LLC • Real estate investment trusts • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC, is effective as of January 1, 2023. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1 or Section 13.1.
ASI AVIATION, INC. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • May 18th, 2022 • ASI Aviation, Inc. • Services-equipment rental & leasing, nec • Virginia
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.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT BOATIM, INC.Securities Agreement • February 9th, 2022 • Boatim Inc. • Services-computer processing & data preparation • Florida
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain amended and restated secured convertible promissory issued on January 7, 2022, as amended on February 1, 2022 (the “Restatement Date”), in the original principal amount of $163,077 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Quick Capital, LLC, a Wyoming 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 724,058 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 adjustm
ContractSafe (Simple Agreement for Future Equity) • February 4th, 2021 • Innovega Inc.
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VESTIBLE ASSETS, LLC November 16, 2023 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VESTIBLE ASSETS, LLCLimited Liability Company Agreement • November 20th, 2023 • Vestible Assets, LLC • Services-business services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VESTIBLE ASSETS, LLC (this “Agreement”) is dated as of November 16, 2023. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 2nd, 2023 • Masterworks Vault 2, LLC
This investment advisory agreement (the “Agreement”) is made by and between the client that has electronically agreed to this Agreement (“Client” or “you”) and Arete Wealth Advisors, LLC, an Illinois limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”).
COYUCHI, INC.Stock Option Agreement • May 19th, 2022 • Coyuchi, Inc. • California
Unless otherwise defined herein, the terms defined in the 2020 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
Broker-Dealer AgreementBroker-Dealer Agreement • June 20th, 2024 • Aptera Motors Corp • Motor vehicles & passenger car bodies
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Aptera Motors Corp. (“Client”) and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of 05-28-2024 (the “Effective Date”):
COMMON STOCK PURCHASE WARRANTSecurity Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [redacted], 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 that is six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 150,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of August 17, 2023, issued by the Company to the Holder.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2024 • Rad Technologies Inc. • Delaware
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.
POSTING AGREEMENTPosting Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • California
Innovega Inc. a Deleware STATE C Corporation located at 11900 NE 1st St, Ste. 300, Bellevue, WA 98005ADDRESS (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Regulation A-1 shares, $0.0001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENTEscrow Agreement • February 1st, 2024 • Central Park Fund 1, LLC • Real estate • New York
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2023 • Code Green Apparel Corp • Gold and silver ores • Nevada
The securities of Code Green Apparel Corp., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • January 27th, 2021 • Masterworks 042, LLC • New York
This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 042, LLC, a Delaware limited liability company (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 herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2024 • Regen BioPharma Inc • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 16th, 2024 • Regen BioPharma Inc • Pharmaceutical preparations • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2023 • Code Green Apparel Corp • Gold and silver ores • Nevada
This Securities Purchase Agreement (the “Agreement”), dated as of May 1, 2023, by and between Code Green Apparel Corp., a Nevada corporation, with headquarters located at 9713 Stratus Drive, Dripping Springs, Texas 78620 (the “Company”), and ULP Investments, LLC, with its address at 245 W. Point Road, Excelsior, Minnesota 55331 (the “Buyer”).
FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 2, LLC NOTICE TO INVESTORSSubscription Agreement • May 23rd, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec • New York
Investing in membership interests represented by Class A ordinary shares (“Shares”) of Series [*] (the “Series”), a series of Masterworks Vault 2, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering (the “Offering”), it may not continue.
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 9th, 2024 • Pacaso Inc. • Real estate operators (no developers) & lessors • Delaware
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 1st day of September, 2021 by and among Pacaso Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 3rd, 2023 • Mission Property Holdings LLC • Delaware
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.
PARKER CLAY GLOBAL, PBC SAFE (Simple Agreement for Future Equity)Safe (Simple Agreement for Future Equity) • August 25th, 2022 • Parker Clay Global, PBC
THIS CERTIFIES THAT in exchange for ________________________ (the “Investor”) entering into that certain Standard Services Agreement dated as of _______________, 20___, valued by the parties at $_______________ (the “Purchase Amount”) on or about __________, 20_____, Parker Clay, PBC, a Delaware public benefit corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.
